PLEDGE AND SECURITY AGREEMENT
                             ACLC 1999-2 SBL PROGRAM


                                     made by


                             FFP Properties, L. P.,
                                   as Borrower


                                   in favor of


                        AMRESCO COMMERCIAL FINANCE, INC.,
                                as Secured Party

<PAGE>




   PLEDGE AND SECURITY  AGREEMENT (this "Security  Agreement"),  dated as of the
date set forth on the  signature  page  hereof,  by FFP  Properties,  L. P. (the
"Borrower"), in favor of AMRESCO COMMERCIAL FINANCE, INC., a Nevada corporation
(together with its successors and assigns, the "Secured Party").

                             Preliminary Statements

   A. On the date  hereof;  the Secured  Party will make  certain  loans (each a
"Loan" and,  collectively,  the  "Loans") to the  Borrower  segregated  into two
series  ("Series A and B" or for any such series a "Tranche") of which the Loans
in this series A are reflected in six (6) separate  promissory notes in the ACLC
1999-2 SBL Program to the Secured Party,  one  promissory  note in the amount of
$83,695.65,  a second  promissory  note in the  amount of  $988,043.47,  a third
promissory note in the amount of $2,318,478.25,  a fourth promissory note in the
amount of $529,347.82, a fifth promissory note in the amount of $157,608.70, and
a sixth  promissory  note in the  amount of  $2,507,608.69,  each dated the date
hereof  (collectively,  the  "Promissory  Note"),  which  Promissory  Note  will
evidence  the  Borrower's  obligation,  inter   alia,  (i) to  repay  the  Loans
reflected  in  such   Promissory   Note,   (ii)  to  guarantee  the  payment  of
delinquencies or defaults in respect of Program Loans (as defined therein) in an
amount up to the Aggregate Credit Enhancement Amount (as defined therein), (iii)
to pay rebatable  Scheduled Monthly Credit Enhancement  Obligation  Payments (as
defined  therein) on each Loan and (iv) to pay interest and other amounts as set
forth therein.

   B. It is a condition to the making of the Loans, that the Borrower shall have
executed and delivered this Security Agreement whereby the Borrower, in order to
provide  security for the full payment when due of all amounts payable under the
Promissory Note, shall pledge and grant to the Secured Party a security interest
in the collateral described herein.

   NOW THEREFORE,  in  consideration of the foregoing and in order to induce the
Secured Party to make the Loans available to the Borrower and for other good and
valuable consideration, the receipt and sufficiency of which the Borrower hereby
acknowledges, the Borrower and the Secured Party agree as follows:


                                            ARTICLE I

                                   DEFINITIONS AND OTHER TERMS

                            1.Definitions and Other Terms.

   1.1.Defined  Terms.  The  following  terms  shall  have the  meanings  herein
specified unless the context otherwise requires. All terms not otherwise defined
herein shall have the meaning accorded to such terms in the Promissory Note. All
terms defined in the singular will have the same meaning when used in the plural
and vice versa.

   "Accounts" means "accounts" as such term is defined in the UCC.

   "Affiliate"  means, with respect to any designated  Person,  any Person that,
directly or indirectly,  controls or is controlled by or is under common control
with  such  designated  Person  and,  without  limiting  the  generality  of the
foregoing,  shall  include,  (a) any  Person who is a  director  or officer  of,
partner in, trustee of, or blood or legal relative,  guardian or  representative
of the designated Person, or any Person who acts or serves in a similar capacity
with  respect  to the  designated  Person,  (b) any  Person of which or whom the
designated Person is a director or officer,  partner, trustee, or blood or legal
relative,  guardian or  representative,  or with  respect to which or whom,  the
designated Person acts or serves in a similar capacity; and (c) any Person, who,
directly or  indirectly,  is the legal or  beneficial  owner of or controls  ten
percent  (10%)  or more of any  class of  equity  securities  of the  designated
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
correlative  meanings,  the terms  "controlled  by" and  "under  common  control
with"), as used with respect to any Person, shall mean the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

   "Affiliate Guarantor" has the meaning ascribed to such term in Section 1.2.

   "Aggregate Credit  Enhancement  Amount" has the meaning ascribed to such term
in the Promissory Note.

   "Applicable  Collateral"  means, for each Loan, the portion of the Collateral
specifically  relating to the Store which corresponds to such Loan (as set forth
on Schedule 4 attached hereto).

   "Business" means all Stores operated by the Borrower.

   "Business Day" means any day other than a Saturday,  Sunday or a day on which
banking  institutions  in New York City are  authorized  or  obligated by law or
executive order to be closed.

   "Cash Flow"  means,  for any period,  with  respect to any Person,  an amount
equal  to (a)  the sum of (i)  pre-tax  income,  (ii)  interest  expense,  (iii)
depreciation and amortization,  (iv) Discretionary  Expenses, (v) Rental Expense
and (vi) Non-Recurring  Expenses less Non-Recurring  Income, all as reflected on
such Person's financial statement for such period.

   "Chattel Paper" has the meaning ascribed to such term under the UCC.

   "Code" means the Internal Revenue Code of 1986 as amended.

   "Collateral" has the meaning ascribed to such term in Section 2.

   "Consolidated  FCCR" means,  for any period,  the ratio of (a) the Borrower's
Cash Flow for such period to (b) the sum of Fixed Charges and Rental  Expense of
the Borrower for such period.

   "Contracts" shall mean all contracts and agreements to which the Borrower now
is, or hereafter will be, bound, or a party, beneficiary or assignee (other than
rights evidenced by Chattel Paper, Documents or Instruments), including, without
limitation,  any  franchise  agreements  or  license  agreements  and all  other
agreements and documents  executed and delivered with respect to such contracts,
and all  revenues,  rentals  and  other  sums of  money  due and to  become  due
thereunder from any of the foregoing.

   "Copyrights"   shall  mean  all  United  States  or  other   registered   and
unregistered  copyrights,  all licenses thereto, and all applications  therefor,
and all reissues, divisions, continuations, renewals, extensions, modifications,
supplements  thereto  or to any part  thereof,  and the  right to sue for  past,
present and future infringements of the foregoing,  and all rights corresponding
to the foregoing throughout the world.

   "Credit  Enhancement  Amount"  has the  meaning  ascribed to such term in the
Promissory Note.

   "Default Rate" has the meaning ascribed to such term in the Promissory Note.

   "Deposit Accounts" has the meaning ascribed to such term in the UCC.

   "Discretionary  Expenses" means,  with respect to any Person,  the difference
between (a) operating expenses for salaries, wages, benefits, and reimbursements
and the like  incurred  by such  Person  and (b) the  reasonable  and  customary
expenses for salaries;  wages,  benefits,  and  reimbursements  incurred by such
Person,  as  determined  by  the  Secured  Party  or  any  appointed   servicer.
Discretionary Expenses shall in no event be less than zero.

   "Distributions"   means   distributions,   all   salaries,   fees  and  other
compensation, and all reimbursement or indemnification,  directly or indirectly,
paid or payable to (or forte  benefit of any  Affiliate of the  Borrower,  other
than a  Person  who  is an  officer  of the  Borrower  and is not  otherwise  an
Affiliate of the Borrower. "Distributions" shall include, but not be limited to,
any payment or reimbursement of travel and  entertainment  expenses,  automobile
expenses,  and premiums or expenses  associated with any insurance  policy other
than those expressly required to be maintained pursuant to Section 3.18 hereof.

   "Document" has the meaning ascribed to such term under the UCC.

   "ERISA" means the Employee Retirement Income Security Act of 1974 as amended.

   "Equipment" means any "equipment",  as such term is defined in the 13CC, used
or bought  for use  primarily  in the  Pledged  Stores and not  included  within
Inventory,  now or hereafter  owned or leased by the Borrower and, in any event,
shall  include,  but shall not be limited  to, all  machinery,  tools,  computer
software,  office  equipment,  furniture,  appliances,   furnishings,  fixtures,
vehicles,  motor vehicles,  petroleum  storage tanks and pumps, and any manuals,
instructions  and similar items which relate to the  foregoing,  and any and all
additions,  substitutions  and  replacements  of any of the foregoing,  wherever
located, together with all improvements thereon and all attachments, components,
parts, equipment and accessories installed thereon or affixed thereto.

   "Event of Default" has the meaning ascribed to such term in Section 7.

   "Financing  Statements"  means  the UCC  financing  statements,  prepared  by
Secured  Party,  and  delivered to Borrower and which  Borrower must execute and
deliver to Secured Party as a condition under the Loan Documents.

   "Fixed Changes" means,  with respect to any Person,  for any period,  without
duplication,  the aggregate of all amounts paid or accrued by such Person during
such period with respect to  Indebtedness,  as  determined  in  accordance  with
generally accepted accounting principles.

   "Franchise  Agreement" means any franchise or license agreement or agreements
with Borrower as franchisor or licensor, or as franchisee or licensee.

   "General  lntangibles"  shall  mean  "general  intangibles"  as such  item is
defined  in the  UCC  and  shall  include,  but  not be  limited  to,  writings,
memoranda,   confirmations,   passbooks,   signature  cards,   acknowledgements,
understandings,  contract rights, licenses,  including Liquor Licenses,  leases,
permits,  filings,  consents,  and  approvals,  and all  puts,  calls,  options,
warrants,  and  securities,  and all security  interests,  Patents,  inventions,
processes,   lists  (including  customer  and  suppliers  lists),  methods,  and
information (including proprietary information, director and shareholder, sales,
business,  financial,  accounting,  forecasts,  projections,  media,  and  other
information),  know-how, software,  programs, plans, data, blueprints,  designs,
drawings, surveys, notices, Copyrights,  Trademarks,  tradenames, trade secrets,
service  marks,  service  names,  logos and  goodwill,  and all  recordings  and
registrations  thereof,  applications for recording or  registration,  renewals,
modifications,   supplements,  reissues,  continuations,  extensions,  divisions
thereof and rights corresponding thereto, and all manuals, standards, practices,
mail,  advertisements,  files,  reports,  books,  catalogs,  records,  journals,
invoices,  and bills, and all rights (including voting rights, rights to receive
notice or to consent, rights to payment, interest,  dividends,  distributions or
earnings,  rights to sue and enforce),  powers  (including  powers of attorney),
privileges,  benefits,  and remedies  relating  thereto or arising in connection
therewith.

   "Goods" has the meaning ascribed to such term in the UCC.

   "Indebtedness" means, with respect to any Person, (a) all obligations of such
Person for  borrowed  money,  (b) all  obligations  of such Person  evidenced by
bonds,  debentures,  notes or other similar instruments,  (c) all obligations of
such Person to pay the deferred purchase price of property or services,  (d) all
capitalized  lease  obligations of such Person,  (e) all  indebtedness of others
secured by a Lien on any asset of such Person,  whether or not such indebtedness
has been assumed by such Person and (f) all indebtedness of others to the extent
guaranteed by such Person.

   "Instrument"  has the  meaning  ascribed  to such term in the UCC (other than
Instruments constituting Chattel Paper).

   "Insurance and  Condemnation  Proceeds" means (a) any and all proceeds of any
insurance  (insuring  the  Collateral  or  otherwise  required to be  maintained
hereunder,  including  return  of  unearned  premium),  indemnity,  warranty  or
guaranty payable to the Secured Party or Borrower flout time to time, and claims
fur insurance,  indemnity, warranty or guaranty effected or held for the benefit
of the  Borrower,  with  respect to any of the  Collateral,  and (b) any and all
payments (in any form  whatsoever)  made or due and payable to the Borrower from
time to time in connection  with any  requisition,  confiscation,  condemnation,
seizure or forfeiture of all or any part of the  Collateral by any  governmental
authority (or any person acting under color of governmental authority).

   "Inventory" means all inventory of the Borrower of every type or description,
including  all  "inventory"  as such term is  defined  in the UCC,  now owned or
hereafter  acquired and wherever  located,  whether raw, in process or finished,
and all  materials  usable in  processing  the same and all  documents  of title
covering  any  inventory,   including,  without  limitation,  work  in  process,
materials  used or  consumed  in the  Pledged  Stores,  now  owned or  hereafter
acquired  or  manufactured  by the  Borrower  and held for sale in the  ordinary
course of its business;  all present and future substitutions thereof, parts and
accessories  thereof and all  additions  thereto;  and all Proceeds  thereof and
products of such inventory in any form whatsoever.

   "Lease Obligations" means with respect to any Person, any obligations or such
Person In connection with any leases for personal property (including Equipment)
or  real  property,   to  the  extent  such  obligations  are  not  included  in
Indebtedness.

   "License"  means any license to use the  Trademarks  in  connection  with the
operation of the Business.

   "Lien" means any deed, mortgage,  pledge,  security interest,  hypothecation,
collateral  assignment,  encumbrance,  lien (statutory or other), or preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever (including,  without limitation, any conditional sale or other
title retention  agreement,  any financing lease having  substantially  the same
economic  effect  as any of the  foregoing,  and  the  filing  of any  financing
statement under the UCC).

   "Liquor License" means all liquor licenses issued to, or used by, Borrower or
any  Affiliate  of Borrower in  connection  with the Stores  including,  but not
limited to, all liquor licenses listed on Schedule 5 attached hereto.

   "Loan"  and  "Loans"  have  the  meanings  ascribed  to  such  terms  in  the
preliminary statements of this Security Agreement.

   "Loan Amount" shall have the meaning  ascribed to such term in the Promissory
Note.

   "Loan Documents"  means the Promissory Note, this Security  Agreement and any
guarantee, mortgage, deed of trust or other instrument,  agreement,  certificate
or other writing, now or hereafter executed and delivered in connection with the
Promissory Note or the Obligations.

   "Make  Whole  Premium"  means:  (a) for a Fixed  Rate  loan  has the  meaning
ascribed  to  such  term  in the  Fixed  Rate  Promissory  Note,  and (b) for an
Adjustable  rate loan  means the same as  "Prepayment  Premium"  as such term is
defined in the Adjustable Promissory Note.

   "Non-Recurring  Expenses" and "Non-Recurring Income" mean expenses or income,
as the case may be, that is  extraordinary  and  generally  not reflected in any
prior period or reasonably  anticipated to be incurred in any subsequent  period
received.

   "Note Amount" has the meaning ascribed to such term in the Promissory Note.

   "Obligations"   means  each  and  every  obligation,   covenant,   agreement,
Indebtedness  and liability of the Borrower to the Secured  Party  evidenced by,
arising under or in connection  with thc  Promissory  Note  (including,  without
limitation,  indebtedness,  obligations and liabilities in respect of principal,
interest,  the  Make  Whole  Premium,  the  Credit  Enhancement  Amount  and the
Scheduled Monthly Credit Enhancement Obligation Payments for each of the Loans),
this Security  Agreement,  or any other Loan Document,  and any future  advances
thereon,  renewals,  extensions,  modifications,  amendments,  substitutions and
consolidations  thereof,   including  the  Borrower's  obligations  to  pay  (or
reimburse  the Secured  Party for) all costs and expenses  (including  attorneys
fees and disbursements) incurred by the Secured Party in obtaining, maintaining,
protecting  and  preserving  its  interest  in the  Collateral  or its  security
interest therein,  foreclosing,  retaking, holding, preparing for sale or lease,
selling or otherwise  disposing or realizing on the  Collateral or in exercising
its rights  hereunder or as a secured party under the UCC,  any other applicable
law, regulation or rule or this Security  Agreement,  including interest on such
costs and  expenses  which shall  accrue at the rate of eight  percent  (8%) per
annum,  and all other  indebtedness,  obligations and liabilities of any kind of
the Borrower to the Secured Party, now or hereafter  existing  (including future
advances  whether or not pursuant to commitment),  arising  directly between the
Borrower and the Secured Party relating to the Loan Documents,  whether absolute
or  contingent,  joint and/or  several,  secured or  unsecured,  due or not due,
contractual or tortious, liquidated or unliquidated, arising by operation of law
or otherwise, or direct or indirect, including the Borrower's liabilities to the
Secured Party as a member of any  partnership,  syndicate,  association or other
group,  and whether  incurred by the Borrower as  principal,  surety,  indorser,
guarantor, accommodation party or otherwise.

   "Patents"  means all  United  States  or other  registered  and  unregistered
patents, all licenses thereto, and all applications  therefor, and all reissues,
divisions,  continuations,  renewals,  extensions,  modifications,   supplements
thereto  or to any part  thereof,  and the  right to sue for past,  present  and
future  infringements  of the  foregoing,  and all rights  corresponding  to the
foregoing throughout the world.

   "Permitted  Liens"  means any and all of the  Liens  set  forth on  Exhibit B
attached hereto.
   "Person"  means  any  individual,  corporation,  partnership,  unincorporated
association,  firm, trust, joint stock company, joint venture or other entity of
whatever nature.

   "Pledged Stores" means those Stores listed on Schedule I attached hereto.

   "Principal  Party"  shall have the  meaning  ascribed to such term in Section
7(e).

   "Proceeds"  shall mean "proceeds" as such term is defined in the UCC or under
other relevant law and shall  include,  but shall not be limited to, (a) any and
all proceeds of any insurance  (insuring the Collateral or otherwise required to
be  maintained  hereunder,  including  return of unearned  premium),  indemnity,
warranty or guaranty payable to the Secured Party or Borrower from time to time,
and claims for insurance,  indemnity,  warranty or guaranty effected or held for
the benefit of the Borrower, with respect to any of the Collateral,  (b) any and
all  payments (in any form  whatsoever)  made or due and payable to the Borrower
from  time  to  time  in   connection   with  any   requisition,   confiscation,
condemnation,  seizure or forfeiture of all or any part of the Collateral by any
governmental  authority  (or any  person  acting  under  color  of  governmental
authority) and (c) any and all interest,  income,  dividends,  distributions and
earnings on the  Collateral or other monies,  revenues or other amounts  derived
from the Collateral,  including any such amounts received in connection with any
disposition of the Franchise Agreement.

   "Program" means the ACLC 1999-2 SBL Program of loans to Program Borrowers.

   "Program  Borrower" has the meaning  ascribed to such term in the  Promissory
Note.  In  addition,  in the Secured  Party's  opinion,  all  Program  Borrowers
substantially  comply in all material  respects with the Secured Party's current
underwriting guidelines for loans to small business owners, and in no event will
loans be made to Program Borrowers where (a) the Pledged Store has less than one
year of seasoning, and (b) (i) the most recent annual revenue of the Borrower is
less than  $500,000 or (ii) the most recent  annual  Borrower  Cash Flow is less
than $100,000.

   "Program  Loan  Deficiencies"  has the  meaning  ascribed to such term in the
Promissory Note.

   "Promissory  Note" has the meaning  ascribed to such term in the  preliminary
statements to this Security Agreement.

   "Property"  means the real property or properties on which the Pledged Stores
are located, as more specifically described on Schedule I attached hereto.

   "Rental  Expense"  means,  with  respect to any Person,  for any period,  the
aggregate  of all  amounts  paid or accrued  with  respect to Lease  Obligations
during  such  period,  as  determined  in  accordance  with  generally  accepted
accounting principles.

   "Required Consolidated FCCR" has the meaning ascribed to such term in Section
3.15.

   "Required Unit FCCR" has the meaning ascribed to such term in Section 3.15.

   "Scheduled  Monthly  Credit  Enhancement  Obligation  Payment" shall have the
meaning ascribed to such term in the Promissory Note.

   "Scheduled Monthly Loan Payment" shall have the meaning ascribed to such term
in the Promissory Note.

   "Securitization"  means  the  sale,  pledge,  grant of a  security  interest,
collateral assignment, transfer and delivery or other encumbrance or disposition
of all or any portion of the Program  Loans (or the Secured  Party's  rights and
powers  therein) by the Secured Party,  from time to time, to one or more of its
Affiliates  or to other  Persons, including the sale of the Program Loans by the
Secured Party to one or more Persons who will issue debt  instruments  or equity
certificates  backed by such  Program  Loans and the  servicing  of such Program
Loans by Person appointed as servicer in connection therewith.

   "State" shall have the meaning ascribed to such term in the Promissory Note.

   "Store" means a  business/commercial  property  owned and/or  operated by the
Borrower and includes all aspects of the operating unit.

   "Trademarks" shall mean all United States or other registered or unregistered
trademarks,  trade names,  service  marks and service  names  together  with the
goodwill of the business connected with the use thereof, and symbolized thereby,
all licenses thereto (including the License, if applicable) and all applications
therefor,  and all reissues,  divisions,  continuations,  renewals,  extensions,
modifications,  supplements thereto or to any part thereof, and the right to sue
for past,  present and future  infringements  of the  foregoing,  and all rights
corresponding to the foregoing throughout the world.

   "UCC" means the Uniform  Commercial Code (or any comparable law) in effect in
any relevant  jurisdiction  the laws of which govern the  perfection of security
interests hereunder.

   "UCC Search" means the security interest,  tax lien, suit and judgment search
of the Borrower conducted in the locations set forth on Schedule 2 hereto.

   "Unit FCCR" means,  with respect to any Pledged  Store,  for any period,  the
ratio  of(a) such  Fledged  Store's Cash Flow for such period to (b) the sum of
Fixed Charges and Rental  Expense of the Borrower for such Pledged Store of such
period.

   1.2.  Certain  Calculations,  For the purposes of calculating  the Borrower's
Cash Flow, Discretionary Expenses, Non-Recurring Expenses, Non-Recurring Income,
Indebtedness and Lease Obligations,  the term "Borrower" shall mean the Borrower
and any Affiliate of the Borrower (an "Affiliate  Guarantor")  that is providing
the Secured Party with a guarantee of any of the Borrower's  Obligations and the
term "financial statement" shall mean a consolidated  financial statement of the
Borrower and such Affiliate.

   1.3. Rules of Construction. When used in this Security Agreement: (a) "or" is
not exclusive;  (b) a reference to a law includes any amendment or  modification
of such law; (c) a reference to a Person  includes its permitted  successors and
permitted assigns;  and (d) a reference to an agreement,  instrument or document
shall include such agreement, instrument or document as the same may be amended,
modified or supplemented from time to time in accordance with its terms.

                                   ARTICLE II

                               SECURITY INTERESTS

   2. Security Interests.


   2.1. Pledge  and Grant of Security Interest.  As collateral  security for the
prompt and complete  payment and performance when due of all of the Obligations,
the  Borrower  hereby  pledges and grants to the  Secured  Party,  a  continuing
security  interest  in,  and Lien on,  all of the  Borrower's  right,  title and
interest in and to the following (collectively, the "Collateral"): all Accounts,
Goods,  Documents,  Chattel Paper,  Deposit  Accounts,  Instruments,  Inventory,
Equipment, General Intangibles, Contracts (including the Franchise Agreement and
License (if applicable),  certificates of title,  fixtures,  money,  securities,
deposits,  credits,  claims,  demands,  assets and other personal property,  now
owned, existing,  hereafter acquired, held, used, sold or consumed in connection
with the Pledged  Stores and any other  property,  rights and  interests  of the
Borrower  which at any time relate to,  arise out of or in  connection  with the
foregoing  or which  shall  come into the  possession  or  custody  or under the
control of the Secured Party or any of its agents,  representatives,  associates
or correspondents,  in connection with the foregoing;  any and all additions and
accessions,  replacements,  substitutions  and  improvements,  of or to all  the
foregoing;  and all products,  rents,  profits,  offspring and Proceeds thereof.
Without  limiting the generality of the  foregoing,  this Agreement also secures
the payment of all amounts which constitute part of the Obligations and would be
owed  by  the  Borrower  to  the  Secured  Party  but  for  the  fact  they  are
unenforceable   or  not   allowable  due  to  the  existence  of  a  bankruptcy,
reorganization or similar proceeding involving the Borrower.

   2.2.  Security  Interest  Absolute.  All rights of the Secured  Party and the
security  interests  hereunder shall be absolute and unconditional  irrespective
of:

   (a) any change in the time, manner,  amount or place of payment of, or in any
other term of, all or any of the  Obligations,  or any other amendment or waiver
of or any consent to any departure  from the  Promissory  Note or any other Loan
Document;

   (b)  any  exchange,  release  or non  perfection  of all or any  part  of the
Collateral or any other collateral, or any release from, amendment to, waiver of
or consent to departure from any guaranty, for all or any of the Obligations; or
(c) to the fullest extent permitted by law, any other  circumstances which might
otherwise  constitute a defense available to, or a discharge of, the Borrower or
a third party pledgor.

                                   ARTICLE III

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

   3. Representations. Warranties and Covenants. The Borrower hereby represents,
warrants and covenants that:

   3.1. Organization. The Borrower (unless the Borrower is an individual) is and
will continue to be duly formed, validly existing and in good standing under the
laws of the  state  of its  organization  set  forth on  Schedule  I and is duly
authorized to do business in, and is in good standing in each jurisdiction where
the  Business  or  thc   Property  is  located  and  where  such   organization,
qualification  or standing is necessary,  required or proper in connection  with
the Borrower's ownership or use of the Collateral or the Property or the conduct
of the Business.

   3.2.  Power and  Authority.  The Borrower  (and,  with respect to clause (c),
below, in the case of Loan Documents  executed by an Affiliate  Guarantor,  each
such Affiliate Guarantor) has all requisite power, authority and the legal right
and all necessary permits, consents,  licenses and authorizations (a) to own the
Collateral,  (b) to conduct the Business and (c) to execute, deliver and perform
its obligations under this Security Agreement, the Promissory Note and the other
Loan Documents.

   3.3. Execution and Delivery:  Enforceability.  Upon execution,  this Security
Agreement,  the  Promissory  Note  and the  other  Loan  Documents  will be duly
executed  and  delivered  by the  Borrower  (and in the  case of Loan  Documents
executed by an Affiliate  Guarantor,  by each such  Affiliate  Guarantor).  Upon
execution,  each of this Security  Agreement,  the Promissory Note and the other
Loan  Documents  will  constitute a legal,  valid and binding  obligation of the
Borrower, enforceable against the Borrower, in accordance with its terms.

   3.4. Name: Chief Executive Office: Location.

   (a) The Borrower's legal name, federal tax payor  identification  number, and
mailing  address are  accurately  set forth on Schedule I. The  Borrower has not
merged,  consolidated,  acquired all or  substantially  all of the assets of any
other Person, or except as disclosed on Schedule I, used any other name (whether
in  connection  with the Business,  Property or the  Collateral or for business,
obtaining credit or financing or otherwise) in the last five years.

   (b) The Borrower's principal place of business,  chief executive office (and,
if the Borrower is an individual, residence) is accurately set forth on Schedule
I.

   (c) The Borrower  operates and shall  continue to operate the Pledged  Stores
from the Property at the address  (es) and in the county (ies) or parish  (ies),
as  applicable,  and  state(s)  set forth in  Schedule  I.  Schedule I correctly
discloses  that the Borrower  either (i) is sole record owner of the Property or
(ii) leases (or subleases) the Property and the record owner of each Property is
the person or entity  disclosed  on  Schedule  I. All  personal  property of the
Borrower  owned,  acquired,  held,  used, sold or consumed in the Pledged Stores
including Accounts, Goods, Inventory, Equipment, General Intangibles, Contracts,
Chattel  Paper,  Instruments,   Documents,   certificates  of  title,  fixtures,
securities and money,  and all writings  relating  thereto and records  thereof,
books of record or account,  employees,  business,  offices and  operations  are
located at and conducted out of such Property or at its chief executive office.

   (d)  The  Borrower   will  neither   change  its  name,   federal  tax  payor
identification  number,  or its chief  executive  office (or, if an  individual,
residence), nor the location of its business,  property or assets (including the
Pledged Stores and the Collateral), nor assume a different name, nor conduct its
business or affairs  under any other name or in any other  location,  nor merge,
consolidate, or change its corporate structure (whether by stock sale, issuance,
purchase or otherwise), nor change its use of any item of Collateral, without in
each  instance  providing  the Secured  Party with not less than sixty (60) days
prior written notice of the proposed  action and  specifying  within such notice
and with  reasonable  clarity  and  particularity  the timing and nature of such
proposed action. Additionally, the Borrower shall provide such other information
in  connection  with the  proposed  action as the Secured  Party may  reasonably
request and shall have taken all action,  reasonably satisfactory to the Secured
Party, to maintain the security  interest of the Secured Party in the Collateral
intended to be granted hereby at all times fully perfected and in full force and
effect.

   3.5. No Conflict.  The Borrower's (and in the case of Loan Documents executed
by an Affiliate Guarantor,  such Affiliate Guarantor's) execution,  delivery and
consummation of the transactions  contemplated by this Security  Agreement,  the
Promissory  Note and other Loan  Documents do not and will not (with the passage
of time or otherwise) (a) conflict  with,  violate or constitute a default under
any law, rule,  regulation,  order, decree,  contract,  agreement (including the
Franchise Agreement,  if applicable),  note, mortgage,  bond, indenture,  lease,
license,  or  obligation  of or  applicable  to the Borrower (or such  Affiliate
Guarantor) or the Collateral or (b) grant, create or result in any Lien in favor
of any person (other than the Secured  Party) on or to the Business or any other
property or assets of the Borrower  (including  the Collateral and the Franchise
Agreement, if applicable).

   3.6. No Consent Required.  Except for the filing of the Financing  Statements
in the  locations  set forth on  Schedule  2 hereto  (and,  if  applicable,  the
recording of the mortgage or deed of trust included in the Loan  Documents),  no
consent of any other  Person and no  authorization,  approval or other action by
and no notice to or filing with,  any court,  government,  agency or  regulatory
authority is required (a) for the grant byte Borrower of the pledge and security
interest  granted hereby or for the  execution,  delivery or performance of this
Security  Agreement,  the  Promissory  Note and other Loan  Documents or (b) for
validity,  perfection or maintenance of the pledge,  lien and security  interest
created hereby.

   3.7.  Affiliates.  Schedule 3 contains a complete  and  accurate  list of all
Affiliates of the Borrower  (including  Affiliate  Guarantors) who have executed
and delivered any note, security agreement,  guarantee or other loan document to
the Secured Party.

   3.8.  Title to the  Collateral.  The Borrower has and,  subject to Section 4,
will  maintain good and  marketable  title to the  Collateral  and the Franchise
Agreement (if applicable), free of all Liens (other than Permitted Liens and the
security  interest  granted to the Secured Party  hereunder) and such Collateral
and Franchise Agreement (if applicable),  are sufficient to enable a franchisee
to operate the Pledged  Stores at the Property in accordance  with the Franchise
Agreement.

   3.9. No Liens. Except as shown on the 13CC List attached hereto as Exhibit A,
there is no Lien (including any federal or state tax lien),  suit (including any
action, proceeding, or other litigation pending, or to the Borrower's knowledge,
threatened)  or judgment  (including any award,  injunction,  order) filed with,
registered,  indexed or recorded in any public office, court, arbitration panel,
administrative  agency or regulatory  authority (or intended so to be), directly
or  indirectly,   identifying  or  encumbering  or  covering  or  involving  the
Collateral or the  Franchise  Agreement  (if  applicable)  or which could have a
material  adverse  effect on the Borrower,  any Pledged Store or the  Borrower's
ability  to  perform  its  Obligations.  All Liens  listed on Exhibit A shall be
removed upon funding of the Loan unless such lien is specifically  identified as
a Permitted Lien. Other than the security  interest granted to the Secured Party
hereunder and the Permitted  Liens,  and except as provided in Section 4 hereof,
the  Borrower  has not and,  without  the prior  written  consent of the Secured
Party,  will not enter into any agreement or  understanding  or take,  permit or
suffer to exist any  action  (including  the  filing of a  financing  statement,
agreement,  pledge,  mortgage,  notice or  registration)  or event  (whether  by
operation of law or otherwise)  for the purpose of, or that may have the effect
of,  directly or  indirectly,  (a)  granting a Lien on  (including  any state of
federal tax lien), pledging, transferring,  assigning, selling, disposing of, or
encumbering  any  Collateral or the Franchise  Agreement  (if  applicable),  any
interest therein or rights  pertaining  thereto or involving the Borrower or the
Pledged Stores,  or (b) changing,  modifying,  supplementing,  or increasing the
amount of credit,  loans,  indebtedness or value secured by the Permitted Liens,
if any, or the amount, property or assets encumbered thereby.

   3.10.  Maintenance of Collateral and Business.  At the Borrower's  sole cost
and  expense,  the  Borrower  shall (a) keep,  use,  operate  and  maintain  the
Collateral, the Pledged Stores, the Business and the Property in accordance with
applicable laws,  rules,  and regulations,  and in accordance with the standards
established by the franchisor under the Franchise Agreement (if applicable), (b)
operate the Pledged Stores at the Property and in accordance  with the Franchise
Agreement (if applicable) and customary,  prudent business practices, and at all
times fully comply with terms and  provisions  of the  Franchise  Agreement  (if
applicable),  (c) fully comply with all current and future laws and  regulations
concerning the storage and sale of petroleum  products,  if applicable,  and (d)
not do or suffer to be done any act  whereby  the value of the  Collateral,  the
Property or any Pledged Store or any part or interest therein may be lessened in
any material  respect.  The Borrower  shall notify the Secured Party promptly of
any actual or  threatened  destruction  or material  damage or impairment of any
Pledged Store,  the Collateral or the Property or if Borrower  receives a notice
of violation from any governmental entity or agency.

   3.11.  Perfected Security  Interest.  This Security Agreement and this grant
and  transfer  of the  Collateral  hereunder  creates  a valid  and  enforceable
security interest in the Collateral.  Upon filing of the Financing Statements in
the  locations set forth on Schedule 2 hereto,  such  security  interest will be
perfected and subject to no prior or equal security interest other than and only
to the extent of the Permitted  Liens. The execution and filing of the Financing
Statements has been duly authorized by all appropriate action on the part of the
Borrower  (and any other Person named as debtor  therein) and the Borrower  (and
any other  Person  named as debtor  therein)  has duly  executed  the  Financing
Statements.
   3.12.  No Violation:  Indemnity.  The Borrower has not and shall not acquire,
obtain, make, manufacture, produce, operate, hold, possess, maintain, use, sell,
transfer,  grant,  pledge,  or dispose of (for  purposes of this  Section  3.12,
collectively "the Borrowers use") any of its Business,  securities,  property or
assets (including any proceeds of the Loans, the Collateral and the Property) in
violation of any statute, law, rule, ordinance,  regulation,  policy, procedure,
injunction,   award,  decree,  judgment,   contract,  agreement  (including  the
Franchise Agreement, if applicable),  understanding, or right or interest of any
other Person (for purposes of this Section 3.12, each such event a "violation"),
and to the  Borrower's  knowledge no such  violation  has been made by any other
Person and no basis for a claim of any such violation exists. The Borrower shall
indemnify  and  hold the  Secured  Party  harmless  from  and  against  any such
violation,  and any other loss,  liability,  damage,  cost or expense whatsoever
(including  attorneys' fees and  disbursements)  arising out of or in connection
with the Borrower's use of any of its Business,  securities,  property or assets
(including any proceeds of the Loans, the Collateral and the Property).

   3.13.  Franchise  Agreement.  The  Borrower,  if a franchisee or a franchisor
under a Franchise  Agreement,  is and will continue to be in good standing under
such Franchise  Agreement.  The Borrower,  if a franchisee or franchisor under a
Franchise Agreement,  has not breached and is not in default under the Franchise
Agreement;  the Borrower  shall not  terminate,  fail to renew,  breach or be in
default under the Franchise Agreement;  and the Borrower has no knowledge of any
claim of (or basis for any claim of) any such termination, nonrenewal, breach or
default.  The Borrower  agrees to fully comply,  at the  Borrower's own cost and
expense,  with the terms of the License and the Franchise  Agreement  (including
any  renewal  option) and to  promptly  notice the Secured  Party of any adverse
development with regard to the Franchise Agreement or the License, including any
claim of breach of or default under,  or threat of nonrenewal or termination of,
or litigation involving the Franchise Agreement or the License.

   3.14.  Operating  Experience.  The  Borrower  has  had  at  least  two  years
experience  operating a business or  businesses  similar to the  Business of the
Pledged Store.  In addition,  each Pledged Store has been operating for at least
twelve months.

   3.15. FCCR.  During the term of this Security  Agreement,  thc Borrower shall
maintain  (a) a Unit FCCR for each  Pledged  Store of not less than  1.30:1 (the
"Required Unit FCCR") and (b) a  Consolidated  FCCR of not less than 1.35:1 (the
"Required  Consolidated  FCCR").  All  calculations  of each  Unit  FCCR and the
Consolidated FCCR shall be based upon the financial information furnished by the
Borrower  hereunder  (see  Sections 3.21 and 3.22) for the  twelve-month  period
ending December 31 of each year or more frequently as the Secured Party may from
time to time reasonably request.

   3.16.  Limitation on Indebtedness.  Lease Obligations and Distributions.  The
Borrower  shall not,  directly  or  indirectly,  incur any  Indebtedness,  Lease
Obligations  or make or  become  obligated  to make any  Distributions  if after
giving effect to such  incurrence or payments,  any Unit FCCR would be less than
the Required Unit FCCR or the Consolidated  FCCR would be less than the Required
Consolidated FCCR.

   3.17. Inspection.  The Borrower shall allow the Secured Party, its agents and
representatives,  from time to time, to inspect the Collateral, the Property and
the  Borrower's  books  and  records  pertaining  thereto  or  otherwise  to the
Business,  and the Borrower will assist (and permit abstracts and photocopies of
the Borrower's books and records to be taken and retained by) the Secured Party,
its agents and representatives in making any such inspection.

   3.18. Insurance. At the Borrower's sole cost and expense, the Borrower shall:

   (a) (i) keep the Collateral (which for purposes of this Section 3.18 includes
the Property) insured against loss or damage by fire, theft, collision and other
hazards (including flood, if no certification or other evidence  satisfactory to
the  Secured  Party is  delivered  to the  Secured  Party to the effect that the
Property is not located within a federally designated special flood hazard area)
as may be required by the Franchise  Agreement (if  applicable),  or the Secured
Party and by policies of fire,  extended  coverage and other insurance with such
company or companies,  in such amounts (and,  with respect to policies  required
for property,  fire and flood insurance in an amount not less than the lesser of
(A) the  replacement  value  thereof,  and (B) the Loan Amount payable under the
Promissory Note), as may be required by the Franchise  Agreement (if applicable)
and the Secured Party,  but in no event less than the minimum amount required to
prevent the  imposition  of any  coinsurance  requirement  on the insured,  (ii)
maintain  liability  insurance  of not less  than  one  million  dollars,  (iii)
maintain  business  interruption  insurance  with scope and coverage  reasonably
satisfactory  to the  Secured  Party,  and (iv)  maintain  such other  insurance
(including certain minimum levels of acceptable workers' compensation,  property
damage,  general public liability insurance) as may be required by law or by the
Franchise Agreement (if applicable);

   (b) cause all insurance  policies required  hereunder (i) to be maintained by
providers  either (A) having ratings of not less than B++ from A.M. Best Company
Inc. (or comparable  ratings from a comparable rating agency) or (B) who, if not
so rated, have been approved by the Secured Party and (ii) to contain a standard
lender's  loss payable  endorsement  or  mortgagee's  endorsement  providing for
payment  directly to the Secured Party and/or its designees and to provide for a
minimum of thirty (30) days notice to the Secured Party prior to cancellation or
modification or nonrenewal;

   (c) timely pay all premiums, fees and charges required in connection with all
of its insurance  policies and  otherwise  continue to maintain such policies in
full force and effect;

   (d) promptly  deliver the insurance  policies,  certificates  (and  renewals)
thereof or other evidence of compliance herewith to the Secured Party; and

   (e) promptly  notify the Secured Party of any loss covered by such  insurance
policies and allow the Secured  Party to join the Borrower in adjusting any loss
in excess of $50,000.

   3.1.  Loan  Proceeds.  No part of the  proceeds  of the  Loans  will be used,
directly or indirectly, for the purpose of buying or carrying any "margin stock"
within the meaning of Regulation 0 or U of the Board of Governors of the Federal
Reserve  System.  The Borrower  intends to and agrees to use the proceeds of the
Loans solely for the lawful,  proper business or commercial purpose(s) set forth
in its application for the Loans and Secured Party's commitment letter.

   3.20.  Solvency.  The Borrower (and each Affiliate Guarantor) is solvent and,
after giving effect to the Obligations, will continue to be solvent.

   3.21. Reporting  Requirements.  The Borrower agrees to provide to the Secured
Party within twenty (20) days after June 30 and December31 of each calendar year
during the term of this Security  Agreement,  a compliance  certificate  (in the
form attached  hereto as Exhibit C). The Borrower  further  agrees to provide to
the Secured Party: (a) within seventy-five (75) days after December 31st of each
calendar year and a, the Secured Party may reasonably request from time to time,
consolidated   Borrower  and  individual  Pledged  Store  internally   generated
financial  statements  covering the twelve 02) month period then-ended;  and (b)
copies of such other reports and  information as the Secured Party may from time
to time  request.  The  financial  statements  furnished to the Secured Party in
connection  with the Borrower's  application  for the Loans and hereunder  shall
reflect all Indebtedness and Lease Obligations of the Person covered thereby and
shall be sufficiently  detailed to allow the Secured Party to calculate the Unit
FCCR of each Pledged Store and the Consolidated FCCR.

   3.22.  Accuracy of  Information.  All  information,  reports,  statements and
financial and other data  furnished (or hereafter  furnished) by the Borrower to
the Secured Party, its agents or representatives hereunder or in connection with
the Borrower's application for the Loans and the Obligations,  are (and shall be
on the date so furnished) true, complete and correct. Borrower hereby authorizes
Secured Party to request credit bureau reports while any of die  Obligations are
outstanding.

   3.23. Employee Benefit Plans.

   (a) Definitions.

   "Employee  Benefit  Plan"  means  any  group  health  insurance,  group  life
insurance,  medical,  Sec. 401(k),  profit sharing,  defined  benefit,  pension,
cafeteria, SIMPLE, SEP, Bonower-sponsored IRA or any other employee benefit plan
sponsored by the Borrower, including without limitation any program, arrangement
or plan within the meaning of Section 3(3) of ERISA.

   "Borrower."  For purposes of this Section  3.23,  the term  "Borrower"  shall
include all employers  (whether or not  incorporated)  which by reason of common
control or otherwise are treated  together  with  Borrower as a single  employer
within the meaning of the Internal  Revenue  Code  ("Code"),  including  without
limitation under Code Sections 414(b), (c), (in), (ii) or (o).

   (b) Employee  Benefit  Plans Comply With ERISA and Code.  For every  Employee
Benefit Plan (i) the Employee  Benefit Plan is in compliance  with ERISA and the
Code, (ii) no accumulated  funding deficiency within the meaning of ERISA or the
Code has been  incurred,  and (iii)  neither  Borrower  nor any other  party has
applied  for or  obtained  a waiver  from the  Internal  Revenue  Service of any
minimum funding requirement. Each Employee Benefit Plan intended to be qualified
under the Code has been  determined  to be  qualified  by the  Internal  Revenue
Service and nothing has occurred since the date of the last determination  which
resulted or is likely to result in the revocation of the determination.

   (c) No PBGC or Withdrawal Liability.  Borrower has not incurred any liability
to the Pension  Benefit  Guaranty  Corporation  ("PBGC") in connection  with any
Employee Benefit Plan or ceased operations at any facility or withdrawn from any
Employee  Benefit  Plan in a manner  which  could give rise to  liability  under
ERISA. For example and without  limitation,  no Employee Benefit Plan has been a
plan for which "reportable  event," within the meaning of Section 4043 of ERISA,
has  occurred,  or to the  knowledge of Borrower,  has been a plan for which any
liability to the PBGC has been or is expected to be  incurred.  Borrower has not
incurred  any  withdrawal  liability  (including  any  contingent  or  secondary
withdrawal  liability)  within thc meaning of ERISA to any Employee Benefit Plan
which is a multiemployer  plan (as defined by ERISA), and no event has occurred,
and there exists no condition or set of circumstances, which presents a material
risk of the  occurrence of any withdrawal  from or the  partition,  termination,
reorganization or insolvency of any multiemployer plan which could result in any
liability with respect to a multiemployer  plan.  Borrower has not been notified
by the  sponsor  of any  multiemployer  plan that the  multiemployer  plan is in
reorganization or has been terminated,  within the meaning of Title IV of ERISA,
and operations  have not ceased at any facility which would subject  Borrower to
the provisions of Section 4062(e) of ERISA. No proceeding has been instituted on
behalf of any  multi-employer  plan against  Borrower to enforce  Section 515 of
ERISA.

   (d) No Tax or Other  Liability.  Borrower has no  liability  for any Employee
Benefit Plan for any lien,  tax,  penalty or excise tax under ERISA or the Code.
Other than claims for benefits  submitted by participants or  beneficiaries,  no
claim,  lawsuit or cause of action against or proceeding  involving any Employee
Benefit Plan is pending or, to  Borrower's  knowledge,  threatened by any party.
Except to the extent  required  under  Section  601 et seq. of ERISA and Section
4980B of the Code,  Borrower  provides no benefits  described in Section 3(1) of
ERISA to any retired or former  employee or is obligated to provide  benefits to
or on  behalf of any  employee  following  the  employee's  retirement  or other
termination of service with Borrower.

   (e) No  Prohibited  Transactions.  No  transaction  relating to any  Employee
Benefit Plan proscribed by Section 406 of ERISA  ("Prohibited  Transaction") has
occurred for which an exemption is not expressly  available and applicable under
ERISA.  Furthermore,  to the  extent  within  the  knowledge  or  control of the
Borrower,  neither the execution and delivery of this  Security  Agreement,  the
acquisition  of the  Promissory  Note by Secured  Party or its Assigns,  nor the
consummation of any other  transaction  contemplated by this Security  Agreement
constitutes  or will  constitute  a Prohibited  Transaction  with respect to any
Employee  Benefit  Plan for which an exemption is not  expressly  available  and
applicable under ERISA.

   (f) All Employee  Benefit Plans Funded and Currently In Compliance.  Borrower
has performed all of Borrower's  obligations  under all Employee  Benefit Plans.
Full and timely payment has been made of all amounts which Borrower is required,
under  applicable law or under any Employee  Benefit Plan or any other agreement
to which  Borrower  is a party,  to have paid for each  Employee  Benefit  Plan.
Borrower  has made  adequate  provision  for reserves  for all  obligations  and
liabilities  under each Employee Benefit Plan that have accrued hut are not yet
due under the terms of any Employee Benefit Plan or related agreements.

   (g) Transaction Will Not Trigger Benefits. The execution and delivery of this
Security  Agreement,  and the consummation of the  transactions  contemplated by
this  Security  Agreement,  will  not (i)  result  in any  payment  by  Borrower
(including, without limitation, severance, unemployment compensation,  parachute
payment,  bonus  or  otherwise)  becoming  due to  any  director,  employee,  or
independent contractor of Borrower under any Employee Benefit Plan, agreement or
otherwise,  (ii)  increase any  benefits  otherwise  payable  under any Employee
Benefit Plan or agreement, or (iii) increase or create any liability referred to
in either Section 3.23(b) or 3.23(c) above.

   3.24.  Taxes.  The Borrower and each of its  Affiliates and each entity which
might have tax liabilities for which the Borrower or any of its Affiliates is or
may be liable,  has filed all tax returns and paid all taxes  required by law to
be filed or paid,  which have become due  pursuant to said  returns (or which to
the  knowledge of the  Borrower  are due  and  payable)  and on all  assessments
received by the Borrower,  such Affiliate or such entity, as the case may be. No
extensions of the time for the assessment of  deficiencies  have been granted by
the  Borrower  or any of its  Affiliates.  There  are no  material  Liens on any
properties or assets of the Borrower or any of its Affiliates imposed or arising
as a result of the delinquent payment or the nonpayment of any tax,  assessment,
fee or other governmental charge. The income tax returns of the Borrower and its
Affiliates have been examined and reported upon by the relevant tax authorities,
or closed by applicable  statutes of  limitations,  for all fiscal years through
the fiscal year ended  ______N/A________  19 and neither the Borrower nor any of
its  Affiliates  nor any such entity has given or consented to any waiver of the
statute of limitations  with respect to its tax  liabilities  for any such year.
Adequate provision has also been made for all other taxes (whether past, current
or deferred, federal,  provincial, local or foreign, due or to come due) on such
balance sheet, and the Borrower knows of no transaction or matter which might or
could  result  in  additional  tax  assessments  to the  Borrower  or any of its
Affiliates in the ordinary  course since the date of such balance  sheet.  There
are no  applicable  taxes,  fees or other  governmental  charges  payable by the
Borrower or any of its Affiliates in connection  with the execution and delivery
of this  Agreement,  and the other Loan  Documents by the Borrower or any of its
Affiliates or the offer,  issuance,  sale and delivery of the Promissory Note by
the Borrower.

   3.25.  Property Leases. The Borrower,  if a tenant or subtenant under a lease
or sublease of the Property, shall not terminate any such lease or sublease, and
the  Borrower  has no  knowledge of any claim of (or basis for any claim of) any
such  termination.  The  Borrower  agrees to exercise  and fully comply with the
terms of all renewal  options  provided  for in such lease or  sublease,  and to
promptly notify the Secured Party of any adverse  development with regard to the
threat of nonrenewal or termination of such lease of sublease.

   3.26.  Guaranty from FFP Marketing  Company.  Inc. Borrower shall enforce the
guaranty  ("Affiliate  Guaranty")  provided by FFP  Marketing  Company,  Inc. to
Borrower and Secured Party in connection  with all leases  between  Borrower and
FFP Operating Partners,  L.P.,  including that certain Master Lease Agreement of
equal date hereto,  immediately upon any default by FFP Operating Partners, L.P.
under the terms of any such lease or master lease.

                                   ARTICLE IV

             SPECIAL PROVISIONS CONCERNING INVENTORY, EQUIPMENT AND
                                  REAL PROPERTY

   4. Special Provisions Concerning Inventory.  Equipment and Real Property. The
Borrower  shall do  nothing to impair  the  rights of the  Secured  Party in the
Inventory  and the  Equipment and shall cause the Inventory and the Equipment to
at all times be, constitute and remain personal property subject to the security
interest granted to the Secured Party.  Notwithstanding  the preceding sentence,
provided the  Borrower is not in default  under any of its  Obligations  (and no
event which with the  passage of time would be an Event of Default has  occurred
and is continuing),  in the ordinary course of the Borrower's Business,  (a) the
Borrower  may sell its  Inventory,  and (b)  subject to  sections  3.15 and 3.16
hereto,  with  the  prior  consent  of the  Secured  Party,  which  will  not be
unreasonably  withheld,  the Borrower may, from time to time, refinance existing
Permitted  Liens in accordance  with the terms  thereof,  replace its Equipment,
acquire new Equipment and accessions to its  Equipment,  or acquire fee interest
in (or  ground  lease of) any  Property,  subject  to  purchase  money  security
interests;  provided that, if the Secured Party has a leasehold mortgage or deed
of trust on any lease of such  Property  such  lease  remains  in full force and
effect,  subject to the Secured Party's security  interest and any Person with a
lien on the fee  interest in (or ground  lease of) such  Property  provides  the
Secured Party with a  nondisturbance  agreement and such other assurances as the
Secured Party shall reasonably request.

                                    ARTICLE V

                   SPECIAL PROVISIONS CONCERNING INSURANCE AND
                       CONDEMNATION PROCEEDS AND PROCEEDS

   5. Special  Provisions  Concerning  Insurance and  Condemnation  Proceeds and
Proceeds.

   5.1.  Special  Provisions  Concerning  Insurance and  Condemnation  Proceeds.
Unless  prohibited  under the terms of the Property  lease,  if applicable,  the
Borrower  hereby  directs  any  and  all  transferors,  distributors  or  payors
(including  insurance  companies with whom the Borrower maintains  insurance) to
make payment of all Insurance and Condemnation  Proceeds directly to the Secured
Party and  authorizes the Secured Party,  in its sole  discretion,  to apply the
same toward repayment of the Loans,  whether or not due, or, toward  replacement
of  the  Collateral.   Notwithstanding  the  tens  of  the  Property  lease,  if
applicable,  the  Borrower  will use its best  efforts  and hereby  assigns  the
Insurance and  Condemnation  Proceeds  toward  replacement of the Collateral and
shall keep any lease or  options  to extend the lease in effect  until the Loans
are paid.

   5.2. Special Provisions Concerning Proceeds.  All Proceeds,  whether received
by the Secured Party or by the Borrower, or by any other Person will be included
in the Collateral  subject to the security interest granted to the Secured Party
hereunder. Upon and during the continuation of an Event of Default, the Borrower
shall (a) identify,  earmark,  segregate and keep separate all Proceeds received
by it, (b) upon the Secured  Party's  request,  promptly  account to the Secured
Party for all  Proceeds,  and (c) hold all Proceeds  received by the Borrower in
trust for the benefit of the Secured Party and shall  promptly (and in any event
not later than the fifth day after  receipt)  deliver (or cause to be delivered)
the same to the Secured  Party and into its  possession  in the form received by
the Borrower and at a time and in a manner satisfactory to the Secured Party.

                                   ARTICLE VI

                     SPECIAL PROVISION CONCERNING RIGHTS AND
                    DUTIES WHILE IN POSSESSION OF COLLATERAL

   6. Special  Provision  Concerning  Rights and Duties While in  Possession  of
Collateral.

   6.1  Borrower's  Possession.  Upon and during the  continuance of an Event of
Default,  to the extent the same shall,  from time to time, be in the Borrower's
possession, the Borrower will hold all securities,  Instruments,  Chattel Paper,
Documents,  certificates and money and other writings  evidencing or relating to
the  Collateral in trust for the Secured Party and, upon request or as otherwise
provided  herein,  promptly  deliver  the  same to the  Secured  Party in a form
received and at a time and in a manner  satisfactory to the Secured Party.  With
respect to the Collateral in the Borrower's possession the Borrower shall at the
Secured  Party's request take such action as the Secured Party in its discretion
deems necessary or desirable to create,  perfect and protect the Secured Party's
security interest in any of the Collateral.

   6.2.  Secured  Party's  Possession.  With  respect  to all of the  Collateral
delivered  or  transferred  to,  or  otherwise  in the  custody  or  control  of
(including any items in transit to or set apart for) the Secured Party or any of
agents, associates or correspondence in accordance with this Security Agreement,
the Borrower  agrees that: (a) such  Collateral  will be, and is deemed to be in
the sole possession of the Secured Party; (b) subject to Section4,  the Borrower
has no right to withdraw or substitute any such  Collateral with out the consent
of the Secured  Party,  which  consent may be withheld or delayed in the Secured
Party's sole  discretion;  (c) the Borrower shall not take or permit any action,
or exercise any voting and other rights, powers and privileges in respect of the
Collateral  inconsistent with the Secured Party's sole possession  thereof;  and
(d) the Secured Party may in its sole  discretion  and without  notice,  without
obligation or liability except to account for property  actually received by it,
and without  affecting or discharging the  Obligations (i) further  transfer and
segregate the Collateral in its possession;  (ii) receive  Proceeds and hold the
same as part of the Collateral  and/or apply the same as herein after  provided;
and (iii) exchange any of the Collateral for other property upon reorganization,
recapitalization or other readjustment.  Following the occurrence of an Event of
Default, the Secured Party is authorized (A) to exercise or cause its nominee to
exercise all or any rights, powers and privileges (including to vote) on or with
respect to the  Collateral  with he same force and effect as an  absolute  owner
thereof;  (B)  whether  any of the  Obligations  be due,  in its  name or in the
Borrower's name or otherwise,  to demand,  sue for, collect or receive any money
or property at any time payable or  receivable on account of or in exchange for,
or make any  compromise or settlement  the Secured  Party deems  desirable  with
respect  to,  any of the  Collateral;  and (C) to  extend  the time of  payment,
arrange  for  payment  in  installments,  or  otherwise  modify the terms of, or
release, any of the Collateral.  Notwithstanding the rights accorded the Secured
Party with respect to the Collateral and except to the extent  provided below or
required  by the UCC or  other  applicable  law  (which  requirement  cannot  be
modified,  waived or excused), the Secured Party's sole duty with respect to the
Collateral in its possession (with respect to custody, preservation, safekeeping
or otherwise)  will be to deal with it in the same manner that the Secured Party
deals with similar  property  owned and  possessed by it.  Without  limiting the
foregoing,  the Secured  Party,  and any of its officers,  directors,  partners,
trustees,  owners, employees and agents, to the extent permitted by law (I) will
have no duty with respect to the Collateral or the rights granted hereunder; (2)
will not be required to sell, invest,  substitute,  replace or otherwise dispose
of the  Collateral;  (3) will not be  required  to take any steps  necessary  to
preserve any rights against prior parties to any of the Collateral; (4) will not
be liable for (or deemed to have made an election of or  exercised  any right or
remedy on account  of) any delay or failure to demand,  collect or realize  upon
any of the  Collateral;  and  (5)  will  have  no  obligation  or  liability  in
connection  with the  Collateral or arising under this Security  Agreement.  The
Borrower agrees that such standard of care is reasonable and  appropriate  under
the circumstances.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

   7.  Events of  Default.  The  happening  of any one or more of the  following
events shall constitute an "Event of Default" hereunder:

   (a)  the  Borrower  shall  fail to  make  any  payment  under  this  Security
Agreement,  the  Promissory  Note or any Loan Document when the same becomes due
and payable and such failure shall continue for five (5) Business Days after the
Secured Party provides notice to the Borrower of such failure; or

   (b) the Borrower shall default under, fail to perform or observe any covenant
or condition of or agreement in, or breach, or make a material  inaccuracy in or
omission  from,  any  representation  or  warranty  under or in,  this  Security
Agreement, the Promissory Note, any other Loan Document, the Franchise Agreement
or the License (if  applicable),  any financial or other statement  delivered to
the Secured Party or any agreement,  instrument or obligation in connection with
any Permitted Lien, and such default,  failure,  breach,  inaccuracy or omission
shall  continue  unremedied  for the earliest of (i) fifteen (15) days following
the date that notice of such default, failure, breach, inaccuracy or omission is
given to the Borrower by the Secured Party, (ii) fifteen (15) days following the
date that the Borrower first obtains knowledge of such default, failure, breach,
inaccuracy  or  omission,  or  (iii)  in the  case of any  Permitted  Lien,  the
occurrence  of such event (or, if there exists an  applicable  cure period,  the
expiration of such cure period); or

   (c) if the Borrower is a party to a Franchise  Agreement as of the  execution
of this Security Agreement with regard to a Pledged Store and the other party to
such Franchise Agreement shall terminate or not renew such Franchise  Agreement;
or

   (d) any of the Borrower's  Affiliates listed on Schedule 3 shall fail to make
any  payment  when due under or default  under,  fail to perform or observe  any
covenant  of or  condition  or  agreement  in breach  of,  or make any  material
inaccuracy  in or omission  from any  representation  and  warranty  under,  any
security  agreement  with the Secured Party or note held by the Secured Party or
any other  loan  document  with the  Secured  Party or in any  other  agreement,
instrument,  document or certificate,  or financial or other statement delivered
to the Secured Party and such failure,  default or breach  continues  beyond any
applicable grace period provided therein or

   (e) the Borrower or any Affiliate  Guarantor or any  partnership in which the
Borrower is a partner (each hereinafter  called a "Principal  Party") shall die,
dissolve, merge or consolidate, suspend the transaction of business or incur any
material adverse change in its financial condition or prospects; or

   (f) the  Borrower or any other  Principal  Party  shall be  expelled  from or
suspended  by any  stock  or  securities  exchange  or  other  exchange,  or any
proceeding,  procedure or remedy  supplementary to or in enforcement of judgment
(involving an amount in excess of $20,000 in the aggregate) shall be resorted to
or  commenced  against,  or with respect to any property of, the Borrower or any
other Principal Party; or

   (g) the Borrower or any other  Principal  Party shall make an assignment  for
the benefit of, or composition with, creditors,  or shall be or become insolvent
or unable, or generally fail, to pay its debts when due, or shall be or become a
party or subject to any bankruptcy, reorganization,  insolvency or other similar
proceeding, or a receiver or liquidator, custodian or trustee shall be appointed
for the Borrower or any other liable party,  or a substantial  portion of any of
the  Borrower's or their  respective  assets and, if any of the foregoing  shall
occur  involuntarily  as to the Borrower and any other Principal Party, it shall
not be dismissed with  prejudice,  stayed or discharged  within  forty-five (45)
days; or

   (h) the  Borrower  or any other  Principal  Party  shall  take any  action to
effect,  or which indicates its  acquiescence in, any of (e), (f) or (g), above;
or

   (i) the Borrower defaults under any other loan or note to any other lender or

   (j) the Obligations defined in the Affiliate Guaranty shall become due; or

   (k)  notwithstanding  the  foregoing,  if a notice of default is given to the
Borrower under the lease, (if any) of the Property and such default is not cured
within three (3) days from the date of such notice.

                                  ARTICLE VIII

                  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT

   8. Remedies Upon Occurrence of Event of Default.

   8.1.Cumulative  Rights  and  Remedies.  Upon  the  occurrence  of an Event of
Default,  the  Secured  Party  shall have the rights,  powers and  remedies  (a)
granted to secured parties under the UCC; (b) granted to the Secured Party under
any other applicable  statute,  law, rule or regulation;  and (c) granted to the
Secured Party under this Security  Agreement,  the Promissory  Note or any other
Loan Document or any other agreement between the Borrower and the Secured Party.
In addition,  all such rights,  powers and remedies  shall be cumulative and not
alternative. Any single or partial exercise of, or forbearance, failure or delay
in exercising any right, power or remedy shall not be, nor shall any such single
or  partial  exercise  of, or  forbearance,  failure  or delay be deemed to be a
limitation,  modification or waiver or any right,  power or remedy and shall not
preclude the further exercise  thereof;  and every right power and remedy of the
Secured  Party shall  continue in full force and effect until such right,  power
and remedy is  specifically  waived by an  instrument  in writing  executed  and
delivered with respect to each such waiver by the Secured Party.

   8.2.Acceleration of Obligations.  Upon the occurrence of an Event of Default,
and at any time thereafter if any Event of Default shall then be continuing, the
Secured Party may, from time to time in its discretion, by written notice to the
Borrower  declare the Promissory Note (including any Make Whole Premium required
to be paid  upon  prepayment  of any  Loan)  and  any  other  Obligations  to be
immediately due and payable  whereupon (and,  automatically  without any notice,
demand or other action by the Secured Party, upon the occurrence of any Event of
Default set forth in subsections  (e) through (h) of Section 7) such  principal,
interest and other  Obligations  shall be immediately  due and payable,  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby waived by the Borrower to the maximum extent permitted by law.

   8.3.Additional  Rights of the Secured Party.  Upon the occurrence of an Event
of Default,  the Secured Party may, from time to time,  in its  discretion,  and
without the Borrower's  assent,  without  advertisements  or notices of any kind
(except for the notice  specified in Section 8.5 below regarding notice required
in connection  with a public or private sale), or demand of performance or other
demand,  or  obligation  or  liability  (except to account for amounts  actually
received) to or upon the Borrower or any other person (all such  advertisements,
notices and demands, obligations and liabilities, if any, hereby being expressly
waived and discharged to the extent  permitted by law),  forthwith,  directly or
through  its agents or  representatives,  (a)  disclose  such  default and other
matters  (including the name,  address and telephone  number of the Borrower) in
connection  therewith in the Secured Party's reasonable  discretion to any other
Program  Borrower,  the Borrower's  franchisor or franchisee (if applicable) and
other creditors or obligors of the Borrower (and the Borrower  understands  that
the Secured Party intends to make such  disclosure,  from time to time);  (b) to
the extent  permitted by applicable law enter any premises,  with or without the
assistance  of other  persons or legal  process;  (c)  require  the  Borrower to
account  for  (including  accounting  for  any  products  and  proceeds  of  any
Collateral),  segregate,  assemble,  make  available arid deliver to the Secured
Party, its agents or  representatives,  the Collateral;  (d) take possession of,
operate, render unusable,  collect, transfer and receive, recover,  appropriate,
foreclose,  extend payment of, adjust,  compromise,  settle,  release any claims
included  in,  and do all other  acts or  things  necessary  or, in the  Secured
Party's sole discretion appropriate,  to protect, maintain, preserve and realize
upon, the Collateral and any products and proceeds thereof, in whole or in part;
and (e) exercise all rights,  powers and  interests  with respect to any and all
Collateral,  and sell,  assign,  lease,  license,  pledge,  transfer,  negotiate
(including endorse checks, drafts, orders, or instruments), deliver or otherwise
dispose (by  contract,  option(s) or  otherwise)  of the  Collateral or any part
thereof.  Any such disposition may be in one or more public or private sales, at
or upon an exchange,  board or system or in the county (ies) or parish (ies), as
applicable, in the state(s) set forth on Schedule I or elsewhere, at such price,
for cash or credit (or for future  delivery  without  credit risk) and upon such
other  terms  and  conditions  as it deems  appropriate,  with the  right of the
Secured Party to the extent permitted by law upon any cash sale or sales, public
or private,  to purchase the whole or any part of said  Collateral,  free of any
right, claim or equity of redemption of or in the Borrower (such rights,  claims
and  equity  or   redemption,   if  any,   hereby   being   expressly   waived).
Notwithstanding  that the  Secured  Party,  whether in its own behalf  and/or on
behalf of another or others,  may continue to hold the Collateral and regardless
of the value  thereof,  or any delay or failure to dispose  thereof,  unless and
then only to the extent that the Secured Party proposes to retain the Collateral
in satisfaction of the Obligations by written notice in accordance with the UCC,
the Borrower  shall be and remain  liable for the payment in full of any balance
of the  Obligations  and  expenses  at any time  unpaid.  Without  limiting  the
foregoing,  upon  the  Borrower's  failure  to  abide  by and  comply  with  its
obligations under Section 3 (including Sections 3,9, 3.10 or 3.18) or Section 13
hereof, in addition to its other rights and remedies, the Secured Party may (but
is not  required  to),  in its  sole  discretion  and to  the  extent  it  deems
necessary,  advisable or appropriate,  take or cause to be taken such actions or
things to be done  (including the payment or advancement of funds,  or requiring
advancement  of funds to be held by the Secured Party to fund such  obligations,
including  taxes or  insurance)  as may be  required  hereby  (or  necessary  or
desirable in connection herewith) to correct such failure (including causing the
Collateral  to be  maintained  or  insurance  protection  required  hereby to be
procured and maintained) and any and all costs and expenses incurred  (including
attorney's fees and disbursements) in connection  therewith shall be included in
the Borrower's  Obligations  and shall be  immediately  due and payable and bear
interest at the Default Rate.

   8.4.  Application of Proceeds.  The Secured Party may apply the net proceeds,
if any, of any  collection,  receipt,  recovery,  appropriation,  foreclosure or
realization,  or from any  use,  operation,  sale,  assignment,  lease,  pledge,
transfer,  delivery  or  disposition  of all or  any  of the  Collateral,  after
deducting all reasonable  costs and expenses  (including  attorneys fees,  court
costs and legal  expenses)  incurred in connection  therewith or with respect to
the care,  safekeeping,  custody,  maintenance,  protection,  administration  or
otherwise of any and all of said Collateral or in any way relating to the rights
of  the  Secured  Party  under  this  Security  Agreement,  (a)  first,  to  the
satisfaction  of the  Obligations,  in  whole  or in pan,  in such  order as the
Secured  Party may,  in its  discretion,  elect;  (b)  second,  to the  payment,
satisfaction or discharge of any of other Indebtedness or obligation as required
by any law,  rule or  regulation;  and (c) lastly,  the surplus,  if any, to the
Borrower.

   8.5.  Required Notice of Sale. In exercising its rights,  powers and remedies
as secured  party,  the Secured  Party agrees to give the Borrower five (5) days
notice of the time and place of any  public  sale of  Collateral  or of the time
after which any private sale of Collateral may take place, unless the Collateral
is  perishable  or  threatens  to  decline  speedily  in  value  or is of a type
customarily  sold on a recognized  market.  The Borrower agrees that such period
and notice is commercially reasonable under the circumstances.

   8.6.  Applicable  Collateral.  In  furtherance  and not in  limitation of the
foregoing,  in no event  shall  the  designation  of all or any  portion  of the
Collateral as "Applicable  Collateral" restrict or limit he Secured Party in the
exercise of its  remedies  under this  Section 8. Such  designation  is intended
solely for the purposes set forth in Section 14.2. All of the  Collateral  shall
secure all of the  Obligations.  The Borrower  expressly waives any right (a) to
limit the Secured Party solely to the Applicable  Collateral with respect to any
Loan or (b) to require  the  Secured  Party to proceed  against  the  Applicable
Collateral  with  respect  to any  Loan  before  proceeding  against  any  other
Collateral  with  respect to such  Loan.  The  Borrower  agrees  that,  upon the
occurrence  of an Event of Default,  the Secured  Party may proceed  against the
Collateral in satisfaction  of any Obligation,  in such manner and in such order
as the Secured Party may determine in its sole and absolute discretion.

   8.7. Confession of Judgment. In the event that Secured Party is domiciled in,
or any of the  Collateral  is  located in  Louisiana,  and to the extent of such
domicile  or  location  where  Louisiana  law is  applicable  to  this  Security
Agreement regarding the enforcement of liens created by this Security Agreement:

   (a) Borrower hereby  acknowledges to be indebted under and confesses judgment
in favor of Secured Party for the full amount of the  Obligations,  in principal
and interest,  together with all attorneys  fees,  and other fees and charges as
specified  herein,  including  without  limitation any and all sums that Secured
Party may advance during the life of this Security  Agreement for the payment of
premiums of insurance, municipal charges, taxes, costs, and expenses, or for the
protection and preservation of this Security Agreement as authorized herein, and
does, by these presents,  consent,  agree and stipulate that in the event of any
payment of principal  and interest due  hereunder  not being  properly and fully
paid when the same becomes due and payable, or in the event of failure to comply
with any of the  obligations  set forth herein,  the  Obligations  shall, at the
option of the Secured Party, become due and payable,  and it shall be lawful for
Secured Party, without making a demand and without notice or putting in default,
the same being hereby expressly waived, to cause all and singular the Collateral
herein secured to be seized and sold by ordinary or executory process, issued by
any  competent  court or to proceed  with  enforcement  of its rights under this
Security Agreement in any other manner provided by law; and

   (b) Borrower  hereby  expressly  waives  allotment,  citation,  and all legal
notices,  including  the three (3) and five (5) day  notice of demand and delays
provided  for by the  Code of Civil  Procedure  of the  State of  Louisiana, and
consents that said  judgment or order for  executory or ordinary  process may be
rendered,  signed and executed immediately,  either in vacation or in term time,
and also waives the benefit of any and all laws or parts of laws relative to the
appraisement  of the  property  seized and sold under  executory  or other legal
process,  and consents that said property be sold with or without  appraisement,
at Secured  Party's option,  to the highest bidder for cash, or on such terms as
Secured  Party may direct,  and that in the event of any such sale the  property
may be sold at the option of Secured Party either as a whole or in such lots and
parcels as Secured Party may elect. In accordance  with the foregoing,  Borrower
hereby  waives (a) the  benefit of  appraisal  as  provided  in  Articles  2332,
2336,2723,  and 2724 of the Louisiana Code of Civil Procedure and all other laws
with regard to appraisal  upon judicial sale; (b) the demand and three (3) days'
delay as provided  under  Articles 2639 and 2721 of the Louisiana  Code of Civil
Procedure; (c) the notice of seizure as provided under Articles 2293 and 2721 of
the Louisiana  Code of Civil  Procedure;  (d) the three (3) days' delay provided
under Articles 2331 and 2722 of the Louisiana Code of Civil  Procedure;  and (e)
all other benefits provided under Articles 2331, 2722, and 2723 of the Louisiana
Code of Civil  Procedure and all other similar  provisions of the Louisiana Code
of Civil Procedure not specifically listed hereinabove.

   (c) In the  event  the  Collateral,  or any part  thereof,  is  seized  as an
incident to an action for the  recognition  or the  enforcement of this Security
Agreement,  whether by executory process, writ of fieri facias, sequestration or
otherwise,  Borrower and Secured Party do hereby designate  Secured Party or its
agent as the keeper of the property,  all in accordance  with the  provisions of
Louisiana  Revised  Statutes,  Title 9, Section 5136, et seq. Borrower agrees to
pay the reasonable fees of such keeper,  which  compensation to the keeper shall
also be a part of the Obligations under this Security Agreement.

   (d) Should it become  necessary  for Secured  Party to foreclose  against the
Collateral, all declarations of fact that are made under an authentic act before
a Notary Public in the presence of two  witnesses,  by a person  declaring  such
facts to lie within his or her knowledge,  shall constitute  authentic  evidence
for  purposes of executory  process and also for purposes of La. R.S.  9:3509.1,
La. R.S. 9:3504(D)(6) and La. R.S. 10:9-508, as applicable.

                                   ARTICLE IX

                         POST-DEFAULT POWER OF ATTORNEY

   9.  Post-Default   Power  of  Attorney.   The  Borrower  hereby   irrevocably
constitutes  and appoints,  effective on and after the occurrence of an Event of
Default,  the Secured Party acting  through any officer or agent  thereof,  with
full power of  substitution,  as the Borrowers true and lawful  attorney-in-fact
with full  irrevocable  power and authority in the Borrowers place and stead and
in the  Borrowers  name or in its own  name,  from  time to time in the  Secured
Party's  discretion,  to  receive,  open and  dispose of mail  addressed  to the
Borrower,  to take any and all action,  to do all things,  to execute,  endorse,
deliver  and  file  any  and  all  writings,  documents,  instruments,  notices,
statements (including financing statements, and writings to correct any error or
ambiguity  in any Loan  Document),  applications  and  registrations  (including
registrations and licenses for securities,  Copyrights, Patents and Trademarks),
checks,  drafts,  acceptances,  money  orders,  or other  evidence of payment or
proceeds,  which may be or become  necessary or desirable in the sole discretion
of the  Secured  Party to  accomplish  the  terms,  purposes  and intent of this
Security  Agreement and the other Loan Documents,  including the right to appear
in and defend any action or proceeding brought with respect to the Collateral or
Property,  and to bring any action or  proceeding,  in the name and on behalf of
the Borrower,  which the Secured Party,  in its  discretion,  deems necessary or
desirable to protect its interest in the  Collateral or Property.  Said attorney
or designee shall not be liable for any acts of commission or omission,  nor for
any error of  judgment  or mistake  of fact or law,  unless and then only to the
extent that the same  constitutes  its gross  negligence or willful  misconduct.
This power is coupled with an interest and is  irrevocable.  THIS POWER DOES NOT
AND SHALL NOT BE CONSTRUED TO AUTHORIZE ANY CONFESSION OF JUDGMENT.

                                    ARTICLE X

                                 INDEMNIFICATION

   10.  Indemnification.  The Borrower agrees to indemnify the Secured Party and
hold the  Secured  Party  harmless  from and  against  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions.  judgments,  suits, costs,
expenses or disbursements of any kind or nature  whatsoever which may be imposed
on, incurred by, or asserted  against the Secured Party in any way relating,  in
any way arising out of or in connection with this Security  Agreement,  the Loan
Documents or the transactions contemplated hereby or thereby. Without limitation
of the foregoing, the Borrower will reimburse the Secured Party for all expenses
(including  expenses for legal services of every kind) of, or incidental to, the
negotiation of,  entering into and  enforcement of any of the provisions  hereof
and of any of the Obligations,  and any actual or attempted sale, lease or other
disposition  of,  and  any  exchange,  enforcement,  collection,  compromise  or
settlement of any of the Collateral and receipt of the Proceeds thereof, and for
the care of the  Collateral  and defending or asserting the rights and claims of
the  Secured  Party in respect  thereof and for the care of the  Collateral  and
defending  or  asserting  the rights and claims of the Secured  Party in respect
thereof,  by litigation or otherwise,  including  expense of insurance,  and all
such expenses shall be the Borrowers Obligations.

                                   ARTICLE XI

                              OBLIGATIONS ABSOLUTE

   11.  Obligations  Absolute.  The  Borrower's  Obligations  will be  absolute,
unconditional  and  irrevocable  and  will  be  paid or  satisfied  strictly  in
accordance  with their  respective  terms  under all  circumstances  whatsoever,
including:  (a) the invalidity or unenforceability of all or any of, or any part
of, this Security Agreement,  the Promissory Note or any other Loan Document, or
any consent, waiver, amendment or modification thereof; (b) the existence of any
claim,  setoff,  defense or other right which the  Borrower may have at any time
against the Secured Party, or any other Person,  whether in connection with this
Security  Agreement,  any other Loan Documents,  the  transactions  contemplated
hereby,  thereby or  otherwise  all of which the Borrower  hereby  waives to the
maximum extent permitted by law; or (c) the loss, theft, damage,  destruction or
unavailability of the Collateral to the Borrower for any reason  whatsoever,  it
being  understood  and  agreed  that the  Borrower  retains  all  liability  and
responsibility with respect to the Collateral.

                                   ARTICLE XII

                   ASSIGNMENT AND DISSEMINATION OF INFORMATION

   12. Assignment and Dissemination of Information.

   12.1. Assignment.  This Security Agreement is freely assignable,  in whole or
in part,  by the Secured  Party and, to the extent of any such  assignment,  the
Secured Party shall be fully  discharged from all  responsibility.  The Borrower
understands  and agrees that the Secured  Party intends to and may, from time to
time,  sell,  pledge,  grant a security  interest  in and  collaterally  assign,
transfer and deliver or otherwise  encumber or dispose of the  Promissory  Note,
this Security  Agreement and the other Loan  Documents and its rights and powers
hereunder  and  thereunder,  in  whole  or  in  part,  in  connection  with  the
Securitization  or any other  assignment or other  disposition of the Promissory
Note. The Borrower may not, in whole or in part, directly or indirectly,  assign
this  Security  Agreement  or any  Loan  Document  or its  rights  hereunder  or
thereunder  or delegate its duties  hereunder  without,  in each  instance,  the
specific  prior  written  consent of the  Secured  Party,  which  consent may be
withheld or delayed in the Secured Party's sole  discretion,  and payment of the
amounts required under and compliance with Section 13(b) of the Promissory Note.
For  purposes of this  Security  Agreement,  a change in control of the Borrower
(whether by stock sale,  issuance or otherwise)  shall  constitute an assignment
hereof.

   12.2.  Dissemination of Information.  If Secured Party determines at any time
to sell, transfer or assign the Promissory Note,  Security  Agreement,  or other
Loan  Documents,  and any or all servicing  rights with respect  thereto,  or to
otherwise issue a Securitization involving the Loan Documents, Secured Party may
forward to each purchaser,  transferee,  assignee, investor or their perspective
successors   in  such   Securitization   or  any  rating   agency   rating  such
Securitization  and each  prospective  investor,  all documents and  information
which  Secured  Party  now has or may  hereafter  acquire  relating  to the Loan
Documents,  the Borrower, any Guarantor and the Property,  which shall have been
furnished by Borrower or any Guarantor, as Secured Party determines necessary or
desirable.

                                  ARTICLE XIII

                                FURTHER ASSURANCE

   13. Further Assurance. The Borrower agrees at any time and from time to time,
at the  Borrower's  sole cost and  expense,  to  obtain,  procure,  execute  and
deliver, file and affix such further agreements,  bills of sale and assignments,
instruments, documents, warehouse receipts, bills of lading, vouchers, invoices,
notices, statements,  writings, (including financing statements, and writings to
correct any error or ambiguity in any Loan Document),  powers  (including  stock
and bond powers,  and powers of attorney),  tax stamps and  information,  and to
door cause to be done all such further acts and things (including the execution,
delivery and filing of financing  statements,  on Form UCC-1,  payment of filing
fees  and  transfer,  gains  and  recording  taxes)  as the  Secured  Party  may
reasonably request,  from time to time, in its discretion.  Without limiting the
foregoing,  the Borrower  authorizes  the Secured Party to the extent  permitted
under the UCC to execute and file, or file without the Borrower's signature, any
and all financing  statements,  amendments thereto and continuations  thereof as
the Secured Party deems  necessary or appropriate and the Borrower shall pay and
indemnify the Secured Party for and hold the Secured Party harmless from any and
all costs and expenses in connection therewith. The Borrower agrees that it will
promptly  notify the Secured Party of and agree to correct any defect,  error or
omission  in the  contents  of any of the Loan  Documents  or in the  execution,
delivery or  acknowledgement  thereof The  Borrower  further  agrees to execute,
prior to or within three months following  closing, a Form 4506 Request for Copy
or Transcript of Tax Form, which form will be provided by Secured Party.

                                  ARTICLE XIV

                     TERM, PARTIAL RELEASE AND REINSTATEMENT

   14. Term. Partial Release and Reinstatement

   14.1.  Term.  This Security  Agreement shall be immediately in fill force and
effect upon the Borrower's  execution below,  whether or not it is signed by the
Secured  Party.  Upon  indefeasible  payment  in  11:11  of the  Obligations  in
accordance  with the terms  thereof,  this  Security  Agreement and the security
interest  granted  hereunder  shall  terminate  and the  Secured  Party,  at the
Borrower's  expense,  will  execute  and  deliver  to the  Borrower  the  proper
instruments (including UCC termination statements) acknowledging the termination
of such security interest,  and will duly assign,  transfer and deliver (without
recourse,  representation  or warranty) such Collateral as may be in the Secured
Party's  possession,  and not to be  retained,  sold,  or  otherwise  applied or
released pursuant to this Security Agreement,  to the Borrower,  except that the
Borrower's   obligations  under  Sections  10,  11,  13  and  IS  shall  survive
indefinitely.

   14.2.  Partial  Release.  Upon the  indefeasible  payment in full of any Loan
(including,  without imitation,  any Make Whole Premium or other amounts payable
by the Borrower with respect to such Loan) in accordance  with the provisions of
the  Promissory  Note,  the  security  interest  hereunder  with  respect to the
Applicable Collateral shall terminate,  and the Secured Party, at the expense of
the  Borrower,  will execute and deliver to the Borrower the proper  instruments
(including UCC partial release statements) acknowledging the termination of such
security interest, and will duly assign, transfer and deliver (without recourse,
representation  or warranty) such of the Applicable  Collateral a_ may be in the
possession of the Secured Party and has not  theretofore  been sold or otherwise
applied or released pursuant to this Security  Agreement,  to the Borrower,  and
shall  take  such  other  action  as the  Borrower  may  reasonably  request  to
effectuate the foregoing.

   14.3.  Reinstatement.  This Security Agreement shall continue to be effective
or be reinstated,  as the case may be, if at any time any amount received by the
Secured Party in respect of the  Obligations  is rescinded or must  otherwise be
restored  or  returned by the  Secured  Party upon the  insolvency,  bankruptcy,
dissolution,  liquidation  or  reorganization  of the Borrower or any  Principal
Party or upon the appointment of any interferon or conservator of, or trustee or
similar official for, the Borrower,  any Principal Party or any substantial part
of the Borrower's or any Principal Party's assets,  or otherwise,  all as though
such payments had not been made.

                                   ARTICLE XV

                                  MISCELLANEOUS

   15.1. FINAL AGREEMENT:  AMENDMENTS. CONSENTS.  AUTHORIZATIONS.  THIS SECURITY
AGREEMENT  REPRESENTS THE FINAL AGREEMENT  BETWEEN THE BORROWER ANT) THE SECURED
PARTY AND MAY NOT BE  CONTRADICTED  BY  EVIDENCE  OF PRIOR,  CONTEMPORANEOUS  OR
SUBSEQUENT ORAL  AGREEMENTS OF THE BORROWER AND THE SECURED PARTY.  THE BORROWER
UNDERSTANDS AND AGREES THAT ORAL AGREEMENTS AND ORAL  COMMITMENTS TO LOAN MONEY,
EXTEND  CREDIT  OR TO  FORBEAR  FROM  ENFORCING  REPAYMENT  OF A  DEBT  ARE  NOT
ENFORCEABLE,  THE BORROWER  ACKNOWLEDGES AND AGREES THERE ARE NO ORAL AGREEMENTS
BETWEEN THE BORROWER AND THE SECURED PARTY. This Security Agreement and the Loan
Documents  represent  the  entire  understanding  of the  Secured  Party and the
Borrower with respect to the transactions  contemplated hereby and thereby. None
of the terms or provisions of this Security Agreement or any other Loan Document
may be waived,  altered,  modified,  or  amended  except in each  instance  by a
specific written instrument duly executed by the Secured Party. Without limiting
the  foregoing, no  action  or  omission to act shall be deemed to be a consent,
authorization,  representation or agreement of the Secured Party, under the UCC
or otherwise, unless, in each instance, the same is in a specific writing signed
by the Secured Party.  The inclusion of Proceeds in the Collateral  does not and
shall not be deemed to authorize  the  Borrower to sell,  exchange or dispose of
the Collateral or the Franchise Agreement or otherwise use the Collateral in any
manner not otherwise specifically authorized herein.

   15.2. Notices.  All notices and other  communications given pursuant to or in
connection  with  this  Security  Agreement  shall be in duly  executed  writing
delivered to the parties at the addresses set forth below (or such other address
as may be provided by one party in a notice to the other party):

     If to the Secured Party:            If to the Assignee of Secured Party:
     AMRESCO COMMERCIAL FINANCE, INC.    NORWEST BANK MINNESOTA, NA.
     112 E. Parkcenter Blvd.             Sixth & Marquette
     Suite 300                           Minneapolis, MN 55479-0070
     Boise, Idaho 83706
     Facsimile Number: (208) 333-2050    Facsimile Number: (612) 667-9825

   If to the Borrower,  to the Borrower's chief executive office (or residence),
as represented by the Borrower herein.

   Notice delivered in accordance with the foregoing shall be effective (a) when
delivered,  if delivered  personally or by receipted-for telex,  telecopier,  or
facsimile  transmission.  (b) two (2) days after being  delivered  in the United
States (properly  addressed and all fees paid) for overnight delivery service to
a courier (such as Federal  Express) which  regularly  provides such service and
regularly  obtains executed  receipts  evidencing  delivery or (c) five (5) days
after being deposited (properly addressed and stamped for first-class  delivery)
in a daily serviced United States mail box.

   15.3.  Reasonableness.  If at any time the Borrower believes that the Secured
Party has not acted  reasonably  in  granting  or  withholding  any  approval or
consent under the Promissory  Note, this Security  Agreement,  or any other Loan
Document or otherwise with respect to the  Obligations,  as to which approval or
consent  either the Secured Party has  expressly  agreed to act  reasonably,  or
absent  such  agreement,  a court of law having  jurisdiction  over the  subject
matter would require the Secured Party to act  reasonably,  then the  Borrower's
sole remedy shall be to seek  injunctive  relief or specific  performance and no
action for monetary  damages or punitive damages shall in any event or under any
circumstance be maintained by the Borrower against the Secured Party.

   15.4.  Recovery of Sums Required To Be Paid. The Secured Party shall have the
right  from  time to  time  to take  action  to  recover  any sum or sums  which
constitute a part of the  Obligations as the same become due,  without regard to
whether  or not  the  balance  of the  Obligations  shall  be due,  and  without
prejudice  to the right of the Secured  Party  thereafter  to bring an action of
foreclosure,  or any other  action,  for a default or defaults  by the  Borrower
existing at the time such earlier action was commenced.

   15.5.  WAIVERS.  THE BORROWER HEREBY MAKES AND ACKNOWLEDGES THAT IT MAKES ALL
OF THE WAIVERS SET FORTH IN THIS SECURITY AGREEMENT, THE PROMISSORY NOTE AND THE
OTHER LOAN DOCUMENTS KNOWINGLY, INTENTIONALLY,  VOLUNTARILY, WITHOUT DURESS, AND
ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF SUCH WAIVERS WITH ITS
ATTORNEY;  THE BORROWER  FURTHER  ACKNOWLEDGES  THAT SUCH WAIVERS ARE A MATERIAL
INDUCEMENT  TO THE SECURED  PARTY TO MAKE THE LOANS TO THE BORROWER AND THAT THE
SECURED  PARTY  WOULD NOT HAVE  MADE THE LOANS  WITHOUT  SUCH  WAIVERS;  AND THE
BORROWER HEREBY MAKES AND  ACKNOWLEDGES  THAT IT MAKES SUCH WAIVERS WITH RESPECT
TO EACH OTHER LOAN IN THE PROGRAM.

   15.6.  WAIVER  OF  TRIAL  BY  JURY.  THE  BORROWER  HEREBY   IRREVOCABLY  AND
UNCONDITIONALLY  WAIVES,  AND  THE  SECURED  PARTY  BY  ITS  ACCEPTANCE  OF  THE
PROMISSORY NOTE AND THIS SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS IRREVOCABLY
AND  UNCONDITIONALLY  WAIVES, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR ARTICLE XV OTHER LOAN
DOCUMENT OR THE OBLIGATIONS.

   15.7.  Relationship.  The  relationship  of the Secured Party to the Borrower
hereunder  is  strictly  and solely  that of secured  lender on the one hand and
borrower  and  guarantor on the other and nothing  contained  in the  Promissory
Note,  this  Security  Agreement  or any other Loan  Document  or  otherwise  in
connection with the Obligations is intended to create,  or shall in any event or
under any circumstance be construed as creating,  a partnership,  joint venture,
tenancy-in-common,  joint tenancy or other relationship of any nature whatsoever
between the Secured Party and the Borrower  other than as secured  lender on the
one hand and borrower and guarantor on the other.

   15.8. Time is of the Essence. For all payments to be made and all obligations
to be performed under the Loan Documents, time is of the essence.

   15.9.  Governing Law:  Binding Effect.  THIS SECURITY  AGREEMENT AND ALL LOAN
DOCUMENTS  ARE  ENTERED  INTO IN THE  STATE  OF  IDAHO,  SECURED  PARTY'S  CHIEF
EXECUTIVE  OFFICE AND  PRINCIPAL  PLACE OF  BUSINESS  IS LOCATED IN THE STATE OF
IDAHO,  AND ALL NOTICES AND SUMS PAYABLE  UNDER THE LOAN  DOCUMENTS  RELATING TO
THIS SECURITY AGREEMENT WILL BE SENT TO THE SECURED PARTY IN THE STATE OF IDAHO.
BORROWER AND SECURED PARTY AGREE THAT THE VALIDITY, ENFORCEABILITY, CONSTRUCTION
AND INTERPRETATION  OF  THIS  SECURITY  AGREEMENT, AND OF ALL  TRANSACTIONS  AND
DOCUMENTS  UNDER OR  RELATING  TO IT, WILL BE  CONSTRUED, APPLIED, ENFORCED  AND
GOVERNED  UNDER  THE LAWS OF THE  STATE  OF  IDAHO  (WITHOUT  GIVING  EFFECT  TO
PRINCIPLES  OF CONFLICTS  OF LAW),  PROVIDED  HOWEVER,  THAT WITH RESPECT TO THE
CREATION, ATTACHMENT,  PERFECTION, PRIORITY AND ENFORCEMENT TO ANY LIENS CREATED
BY THIS SECURITY AGREEMENT,  THE LAWS OF THE STATE WHERE THE APPLICABLE PROPERTY
IS LOCATED IS LOCATED SHALL APPLY. This Security Agreement shall be binding upon
the  Borrower,  and the  heirs,  devises,  administrators  executives,  personal
representatives,  successors, receivers, trustees, and (without limiting Section
12 hereof)  assignees,  including all  successors in interest of the Borrower in
and to all or any part of the Collateral,  and shall inure to the benefit of the
Secured Party, and the successors and assignees of the Secured Party.

   15.10.   Severability.   Whenever  possible  this  Security  Agreement,   the
Promissory  Note and each Loan  Document and each  provision  hereof and thereof
shall be  interpreted in such manner as to be effective,  valid and  enforceable
under applicable law. If and to the extent that any such provision shall he held
invalid and unenforceable by any court of competent  jurisdiction,  such holding
shall not  invalidate or render  unenforceable  any other  provisions  hereof or
thereof,  and any determination  that the application of any provision hereof or
thereof to any person or under any  circumstance  is illegal  and  unenforceable
shall not affect the legality,  validity and enforceability of such provision as
it may be applied to any other person or in any other circumstance.

   15.11.  Headings Descriptive.  The headings,  titles and captions used herein
are for convenience  only and shall not affect the construction of this Security
Agreement or any term or provision hereof.

   15.12.  Counteparts.  This Security Agreement may be executed in a number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original;  and all such counterparts shall together constitute but one and
the same agreement.

   15.13.   Acknowledgement.   Borrower   acknowledges   that  Secured   Party's
underwriting  guidelines  and  standards are applied on a case by case basis and
that waivers may be granted in any particular  case  (including in the case of a
borrower to be included in a pool with Borrower).  Borrower further acknowledges
that Secured Party's underwriting guidelines or standards may be modified at any
time by Secured Party without notice to Borrower.

   15.4 Attorneys Fees and Costs. Borrower agrees that upon the occurrence of an
Event of  Default,  the  Borrower  shall  pay all costs  and  expenses  actually
incurred by Secured  Party  (including  without  limitation  attorneys  fees and
disbursements)   incident  to  the   enforcement,   collection,   protection  or
preservation  of any right or claim of Secured  Party under the Loan  Documents,
including any such fees or costs  incurred in connection  with any bankruptcy or
insolvency proceeding of Borrower.

   15.15. Loan Pool Flexibility. Secured Party shall have the right, at its sole
and  absolute  discretion  upon  written  notice to  Borrower,  to  transfer  (a
"Transfer"),  within  eighteen  (18)  months  from  the  effective  date of this
Security Agreement,  all or any of the Loans and all Liens related to such Loam,
from the Program to any other loan  program  formed by Secured  Party.  Upon the
occurrence of a Transfer,  the Loan Documents shall be automatically amended and
reclassified  to reflect the Transfer.  Borrower shall execute all amendments or
other documents Secured party deems necessary to effectuate a Transfer.

   15.16. Public  Announcement.  Upon the closing of the Loans, Secured Party is
authorized  in its  discretion  to issue news releases and at its own expense to
publish  "tombstone ads" and other  announcements in newspapers,  trade journals
and other appropriate  media,  containing  information about the Loans as may be
deemed noteworthy by Secured Party,  including without  limitation the legal and
trade  name of  Borrowers,  the  amount  of the Loan and the  name,  nature  and
location of the Collateral.

   IN WITNESS WHEREOF,  the Borrower has executed and entered into this Security
Agreement  and delivered it to the Secured Party on and as of the date set forth
below.  This  document is executed  under seal and  intended to take effect as a
sealed instrument.

 Date:  September 22, 1999
                                                FFP Properties, L. P.
     WITNESS
                                                By:  FFP Real Estate Trust
                                                     sole general partner

 (SEAL)

                                                By:___________________
                                                Craig T. Scott
                                                Vice President
STATE OF TEXAS      )
                    )  ss.
COUNTY OF Tarrant   )


This instrument was  acknowledged  before me on the 17th day of September,  1999
by, Craig T. Scott, Vice President of FFP Real Estate Trust, a Texas real estate
investment trust and the sole general partner of FFP Partners, L. P., a Delaware
limited  partnership,  sole  general  partner of FFP  Properties,  L.P., a Texas
limited partnership, who stated that the same was signed for the purposes and in
the capacity indicated therein and on behalf of said entities.

                                          __________________________________
                                          Notary Public State of Texas

                                          __________________________________
                                          Notary's commission expires:



                                          SECURED PARTY:

                                          AMRESCO Commercial Finance, Inc.

                                          By:_____________________________
                                              Dale Conder
                                              Vice President

<PAGE>
                                   SCHEDULE I

                              A. Borrower Information

If an individual, the Borrower's residence address:

 Street:
 City:
 County or Parish, as applicable:
 State:
 Zip:

The Borrower's chief executive office:    2801 Glenda Avenue
                                          Fort Worth, TX 76117-4391

The Borrower's state of organization: