MASTER LEASE AGREEMENT

           This contract contains arbitration provisions and shall be
         subject to arbitration under the Texas General Arbitration Act
              (Article 224 et seq. Revised Civil Statutes of Texas)


   THIS MASTER LEASE  AGREEMENT  is made and entered  into as of  September  __,
1999,  by  and  between  FFP  Properties,  L.P.,  a  Texas  limited  partnership
("Lessor"),  and FFP Operating  Partners,  L.P., a Delaware limited  partnership
("Lessee"),  in order to terminate  and supersede  that certain Lease  Agreement
dated August 4, 1999 and those certain Lease  Agreements  dated as of January 1,
1998,  by and  between  Lessor and Lessee,  including  all  previous  amendments
thereto,  covering the thirty-five (35) properties  listed in Exhibit A attached
hereto and incorporated herein by reference (collectively, the "Prior Leases").

   WHEREAS,  the  thirty-five  (35)  real  properties  listed in  Exhibit A  are
described with more  particularity in Exhibit B attached hereto and incorporated
herein by reference; and

   WHEREAS,  Lessor and Lessee  desire to  continue  the  leasing of the subject
properties to Lessee  pursuant to the provisions of this Master Lease  Agreement
(this "Lease").

   NOW, THEREFORE,  it is agreed by and between Lessor and Lessee that the Prior
Leases are hereby terminated and superceded in all respects by this Master Lease
Agreement.

                                    ARTICLE I

                                    Premises

   Section 1.01 Lessor,  in  consideration of the covenants and agreements to be
performed by Lessee and upon the terms and conditions  hereinafter  stated, does
hereby lease,  demise,  and let unto Lessee all the lands described on Exhibit B
attached hereto (the "Land"),  together with all  improvements,  buildings,  and
structures of Lessor, if any, situated on the Land (the  "Improvements") and all
rights,  easements,  and  appurtenances  pertaining  to the Land,  including all
parking and access rights relating thereto  (collectively  with the Land and the
Improvements, the "Leased Premises").

                                   ARTICLE II

                       Term and Adjustment to Monthly Rent

   Section 2.01 Initial Term.  The initial term of this Lease (the "Term") shall
be for a period commencing on January 1, 1998 (the "Commencement  Date"), except
with respect to that certain property  reflected in Exhibit A as location number
849, which term commenced on August 4, 1999, and ending on December 31, 2019.

   Section 2.02 Adjustment to Monthly Rent. Commencing on the first (1st) day of
January in each of the years 2003, 2008,  2013, and 2018, the applicable  rental
for each calendar  month during each such  incremental  period shall be equal to
the Monthly Rent  multiplied by the percentage of increase by which the Consumer
Price Index in the calendar month three (3) months  preceding the first month of
each such period exceeds the Consumer  Price Index in December  1997;  provided,
however,  that in no event  shall such  adjusted  rental be less than the rental
payable during the initial Term.  "Consumer Price Index" shall mean the Consumer
Price Index for Urban Wage  Earners and  Clerical  Workers-All  Items (Base Year
1967) of the United  States Bureau of Labor  Statistics.  If the manner in which
such Consumer Price Index is determined by the Bureau of Labor  Statistics shall
be  substantially  revised,  an  adjustment  shall be made in such revised index
which would produce results  equivalent,  as nearly as possible,  to those which
would have been obtained if the Consumer  Price Index had not been  revised.  If
the  Consumer  Price  Index  shall  become  unavailable  to the  public  because
publication is  discontinued,  or otherwise,  Lessor will substitute  therefor a
comparable index based upon changes in the cost of living or purchasing power of
the consumer dollar  published by any other  governmental  agency or, if no such
index shall be available,  then a comparable  index published by a major bank or
other financial institution or by a recognized financial publication.

                                   ARTICLE III

                                 Use of Premises

   Section 3.01 Permitted Uses. The Leased Premises shall be used for any lawful
use,  including,  but not limited to, the operation of the Leased  Premises as a
convenience store, truck stop, and/or self-service gasoline station.

   Section 3.02 Prohibited  Uses.  Lessee shall not perform any acts or carry on
any practices which may injure the Leased Premises or constitute a nuisance,  or
use the Leased  Premises for any  business  which is unlawful or in violation of
any public or city ordinances.

                                   ARTICLE IV

                                      Rent

   Section 4.01 Rent Amount and Due Date.  Lessee,  without offset or deduction,
agrees to pay Lessor,  at 2801 Glenda Avenue,  Fort Worth,  Texas, or such other
address as Lessor may  designate,  rent for the Leased  Premises  at the monthly
rate of  Eighty-seven  Thousand Two Hundred  Twenty-three  and No/100's  Dollars
($87,223.00)  ("Monthly  Rent"), as adjusted in accordance with Section 2.02, in
advance  on the first day of each and every  calendar  month  during the Term of
this Lease,  the first such payment becoming due and payable on the Commencement
Date. If the Commencement  Date is other than the first day of a month or if the
term of the Lease  terminates  on a day other than the last day of the month,  a
prorated monthly rental installment shall be paid.

   Section 4.02 Delinquent Rent. All rental  installments or payments (including
any amounts  payable as additional  rent) more than ten (10) days past due shall
subject  Lessee to liability for payment of a late payment  charge equal to five
percent (5.0%) of each such late monthly installment or payment.

   Section  4.03 Net  Lease.  It is  understood  and  agreed  that this Lease is
intended to be a net lease. It is the intention of the parties that Lessor shall
receive the Monthly Rent  hereunder  free from all charges and expenses  imposed
upon or by reason of the Leased Premises and the ownership thereof by Lessor.

   Section 4.04 Lessee Remains  Bound.  Except as otherwise  expressly  provided
herein,  this Lease  shall not  terminate,  nor shall  Lessee be entitled to any
abatement of rent or reduction thereof, nor shall the respective  obligations of
Lessor and Lessee be otherwise affected by reason of damage to or destruction of
all or any portion of the Leased  Premises,  the condemnation of all or any part
thereof for use or otherwise, the prohibition of Lessee's use of all or any part
of same or the interference with such use, Lessee's  acquisition of fee title to
the premises  otherwise than pursuant to an express provision of this Lease, the
bankruptcy, insolvency, reorganization,  composition, readjustment, liquidation,
dissolution, winding-up, reconstitution, or other proceeding affecting Lessor or
any  assignee of Lessor,  any action by any  trustee or receiver of Lessor,  any
assignee of Lessor or by any court, any default on the part of Lessor under this
Lease or under any other agreement to which Lessor and Lessee may be parties, or
for any other cause whether similar or dissimilar to the foregoing;  any present
or future law to the  contrary  notwithstanding,  it being the  intention of the
parties  hereto  that the  obligations  of Lessee  hereunder  shall be  separate
covenants and  agreement,  and that the Monthly Rent,  additional  rent, and all
other  sums  payable by Lessee  hereunder  shall  continue  to be payable in all
events and that the obligations of Lessee  hereunder shall continue  unaffected,
unless the obligation to pay or perform the same shall be terminated or modified
pursuant to the express provisions of this Lease. Lessee waives all rights which
may now or hereafter be  conferred by law (i) to quit,  terminate,  or surrender
this Lease or the Leased Premises or any part thereof, or (ii) to any abatement,
suspension, deferment, or reduction of the Monthly Rent, additional rent, or any
other sums  payable  under this Lease,  except as otherwise  expressly  provided
herein.
                                    ARTICLE V

                             Possession of Premises

   Section 5.01 Lessee  acknowledges  that Lessee has fully inspected the Leased
Premises and on the basis of such  inspection  Lessee hereby  accepts the Leased
Premises "AS IS." Lessee  acknowledges that the  Improvements,  if any, situated
thereon are suitable  for the  purposes for which the same are leased,  in their
present condition.

                                    ARTICLE V

                         Alteration, Operating Expenses,
                         Construction, and Ownership of
                                  Improvements

   Section 6.01  Alterations  and  Improvements.  Lessee shall have the right to
make  alterations  to or  construct  improvements  on the Leased  Premises.  Any
alteration  or  improvement  made  to the  Leased  Premises  shall  be made in a
workmanlike manner and in compliance with all valid laws,  governmental  orders,
and  building  ordinances  and  regulations  pertaining  thereto.  Lessee  shall
promptly pay and discharge all costs,  expenses,  damages, and other liabilities
which  may  arise  in  connection   with  or  by  reason  of  any   alterations,
reconstruction,   demolition,   or  other  work  on  the  Leased  Premises.  All
alterations,  reconstruction,  demolition,  or other work on the Leased Premises
when completed shall be of such a nature as not to reduce or otherwise adversely
affect the value of the Leased  Premises.  Lessee  shall have the right to grant
easements  upon the estate of Lessor which are required for  utilities or access
in connection with construction of the improvements and Lessor agrees to execute
all  documents  which  Lessee  may  reasonably  request  in order to grant  such
easements.

   Section 6.02 Operating Expenses. Lessee agrees to pay any and all expenses of
operation  of  the  Leased  Premises  including,   but  not  being  limited  to,
electricity,  water,  gas,  and other  utility  services  to persons and parties
occupying  the Leased  Premises;  it being the  intention of this Lease that the
amounts  payable to Lessor  hereunder as rent shall be absolutely net to Lessor,
without  diminution  by  reason  of any  expenses  of  operation  of the  Leased
Premises.

   Section  6.03  Repairs;   Compliance   with  Laws.   Lessee  shall  keep  all
Improvements  from time to time situated on the Leased Premises in a good repair
and  condition,  and at the end or other  expiration  of the term of this  Lease
deliver up the Leased  Premises  and all  Improvements  thereon,  whether on the
Leased  Premises at the time of execution of this Lease or constructed by Lessee
in accordance  herewith,  in good  condition,  reasonable wear and tear excepted
(subject  to Article  XII  hereof).  Lessee  shall at its sole cost and  expense
comply with all requirements of all municipal,  state,  and federal  authorities
now in force or which  may  hereafter  be in  force,  pertaining  to the  Leased
Premises  and shall  faithfully  observe in the use of the Leased  Premises  all
municipal,  state,  and federal laws and  regulations  now in force or which may
hereafter be in force.

   Section  6.04  Title  to  the   Improvements.   All  Improvements   presently
constituting a part of the Leased  Premises  shall be owned by Lessor.  Title to
all Improvements and any modifications,  additions,  restorations,  repairs, and
replacements  thereof  hereafter placed or constructed by Lessee upon the Leased
Premises shall be in Lessee, its successors and assigns, until the expiration of
the Lease Term; provided,  however,  that the terms and provisions of this Lease
shall apply to all such  Improvements and that all such  Improvements  (with the
exception only of moveable  equipment and trade fixtures,  and gasoline  storage
tanks, pumps, and equipment) shall be surrendered to Lessor upon the termination
of the Lease Term.

   Section 6.05 Liens. Lessor does not consent, and has not by the execution and
delivery of this Lease consented,  to the imposition by Lessee or any contractor
or subcontractor of any liens upon the Lessor's interest in the Leased Premises.
Lessee  agrees that all  Improvements  at any time  constructed  upon the Leased
Premises  will  be  completed  free  and  clear  of  all  liens  and  claims  of
contractors,   subcontractors,   mechanics,  laborers,  materialmen,  and  other
claimants.  Lessee further covenants and agrees to protect,  indemnify,  defend,
and hold harmless Lessor from and against all bills and claims, liens and rights
to  liens  for  labor  and  materials   and   architect's,   contractor's,   and
subcontractor's  claims,  and all fees,  claims,  and  expenses  incident to the
construction and completion of any improvements,  including without  limitation,
reasonable attorneys' fees and court costs incurred by Lessor.

                                   ARTICLE VII

                                 Utility Charges

   Section  7.01  Lessee  shall  pay or cause to be paid  promptly  when due all
charges for water,  electricity,  gas, telephone,  or any other utility services
furnished to the Leased Premises;  it being the intention of this Lease that the
amounts  payable to Lessor  hereunder as rent shall be absolutely net to Lessor,
without  diminution  by  reason  of any  expenses  of  utilities  of the  Leased
Premises.  Lessee expressly agrees that Lessor is not, nor shall it be, required
to furnish to Lessee or any other  occupant  of the Leased  Premises  any water,
sewer, gas, heat, electricity, light, power, or any other facilities, equipment,
labor, materials, or services of any kind whatsoever.

                                  ARTICLE VIII

                                 Indemnification

   Section 8.01 Lessee  covenants and agrees,  at its sole cost and expense,  to
indemnify and hold Lessor  harmless from and against any and all claims by or on
behalf of any person, firm, corporation, or governmental authority, arising from
the occupation, use, possession,  conduct, or management of, or from any work or
thing  whatsoever done in and about,  the Leased Premises during the Lease Term,
or the  subletting of any part thereof.  Lessee  further agrees to indemnify and
save  Lessor  harmless  from and  against  any and all claims  arising  from any
condition,  whether  currently  existing or hereafter  occurring,  of the Leased
Premises or the Improvements (including, but not limited to, claims or liability
under the Comprehensive  Environmental Response,  Compensation and Liability Act
of 1980 and the Resource  Conservation  and  Recovery Act of 1976,  or any other
state or federal  environmental  law or regulation) or rising from any breach or
default  on the part of Lessee  to be  performed  pursuant  to the terms of this
Lease, or arising from any action,  injury,  or damage  whatsoever caused to any
person,  firm, or  corporation,  including any  sublessees of Lessee (other than
those caused by Lessor or its  representatives  and employees)  occurring during
the Lease Term in or about the Leased  Premises or upon and under the  sidewalks
and the land adjacent thereto, including, but not limited to, any claim based on
the release of any hazardous or toxic materials. The indemnification obligations
of Lessee hereunder shall include all costs,  expenses, and liabilities incurred
by Lessor,  including  reasonable  attorneys'  fees. If any action or proceeding
shall be brought against Lessor by reason of any such claim, Lessee upon receipt
of written notice from Lessor covenants to defend such action or proceeding with
counsel satisfactory to Lessor,  unless such action or proceeding is defended by
any carrier of public liability  insurance  maintained by Lessee.  Any insurance
policy or  policies  procured  or  maintained  by  Lessee  insuring  it  against
liability  for  injury or death of a person or persons  shall name  Lessor as an
additional insured.

                                   ARTICLE IX

                              Taxes and Assessments

   Section  9.01  Obligation  of Lessee.  Lessee  shall pay to, or on behalf of,
Lessor as additional  rent the amount of the real estate taxes  allocable to the
Leased Premises (which shall be separately  assessed) for each tax year included
within the Term of this  Lease,  provided  that for the first and last tax years
included in part within the term of this Lease, Lessee shall pay to Lessor a pro
rata share of such taxes for such tax years based upon the  portions of such tax
years  included  within the term of this Lease;  it being the  intention of this
Lease that the amounts  payable to Lessor  hereunder as rent shall be absolutely
net to Lessor,  without  diminution  by reason of any expenses of taxes or other
assessments  on the Leased  Premises.  Real  estate  taxes shall not include any
income, excess profits, estate, inheritance,  succession,  transfer,  franchise,
capital,  or other tax or  assessment  upon Lessor or upon the  rentals  payable
under this Lease, all of which shall be the obligation of Lessor.

   Section  9.02  Amount  of  Taxes.  If  there  shall be more  than one  taxing
authority,  the real estate  taxes for any period shall be the sum of such taxes
for such period attributable to each taxing authority. The real estate taxes for
any tax year shall mean such  amounts as shall be finally  determined  to be the
real estate taxes  assessed  and payable for such tax year less any  abatements,
refunds,  or rebates made thereof.  For the purpose of determining  payments due
from Lessee to Lessor in accordance  with the  provisions  hereof,  (i) the real
estate  taxes  for any tax year  shall be  deemed  to be the real  estate  taxes
assessed  and  payable  for  such tax year  until  such  time as the same may be
reduced by abatement,  refund, or rebate, and (ii) if any abatement,  refund, or
rebate shall be made for such tax year,  the real estate taxes for such tax year
shall be deemed to be the real estate  taxes as so reduced  plus the expenses of
obtaining the reduction, with an appropriate adjustment to be made in the amount
payable from or paid by Lessee to Lessor on account of the real estate taxes.

   Section 9.03 Contest of Assessments. Lessee shall have such rights to contest
the  validity  or amount of any real estate  taxes as  permitted  to Lessor,  or
Lessee,  by law,  either in its own name or in the name of Lessor.  Lessor shall
cooperate  with Lessee in any such contest and, in connection  therewith,  shall
make available to Lessee such  information in its files as Lessee may reasonably
request. If any abatement,  refund, or rebate shall be obtained, the expenses of
obtaining the same shall be a first charge thereon.

   Section 9.04 Documentation and Payment.  Lessor shall submit to Lessee copies
of the real estate tax bills for each tax year. Lessor shall bill Lessee for any
amount that may be payable by Lessee  pursuant to the  provisions  herein.  Such
bill shall be  accompanied by a computation  of the amount  payable.  The amount
payable by Lessee  hereunder  for any tax year shall be payable on or before the
time that  Lessor  shall be  required  to pay real  estate  taxes to the  taxing
authority  for such tax year,  but if  Lessee  shall  not have  received  a bill
therefor at least fourteen days prior to such time for payment, Lessee shall not
be required to make payment until  fourteen days after the receipt of such bill.
(If real estate  taxes are payable to any taxing  authority  for any tax year in
installments, the amount payable by Lessee hereunder shall be payable in similar
installments.  If real estate taxes are payable to different taxing  authorities
for any tax year at different times, an appropriate  apportionment shall be made
of the amount  payable by Lessee for such tax year and the  apportioned  amounts
shall be payable at such times).  Lessor  agrees that real estate taxes upon the
Leased  Premises shall be paid by Lessor prior to the last day that the same may
be paid without  penalty or interest,  or if a discount  shall be available  for
early  payment,  prior to the last day that such  discount  shall be  available.
Lessor agrees to provide Lessee evidence of any taxes paid by Lessor.

   Section 9.05 Personal  Property Taxes.  Lessee agrees to pay all taxes levied
against personal  property,  trade fixtures,  and inventory in, on, or about the
Leased Premises.

                                    ARTICLE X

                                      Title

   Section 10.01 Lessor's Warranty of Title. Lessor warrants and represents that
the  Leased  Premises  is  owned  by  Lessor  in  fee,  free  and  clear  of any
restrictions  which  would  materially  adversely  affect  the use of the Leased
Premises  by Lessee and that  Lessor has the legal  right to make and enter into
this Lease.

   Section 10.02 Peaceable  Possession.  Lessor warrants to Lessee the peaceable
enjoyment  of  the  Leased  Premises  against  the  lawful  let,  hindrance,  or
disturbance of any person or persons whomsoever.

                                   ARTICLE XI

                     Assignment, Subletting, and Encumbrance

   Section 11.01 No Assignment or Subletting without Consent.  Lessee may assign
this  Lease or sublet all or any part of the Leased  Premises  without  Lessor's
prior written consent; provided,  however, that for so long as Lessor's interest
in the Leased Premises is encumbered  either by mortgage or trust deed and/or by
assignment  of this Lease to or for the benefit of AMRESCO  Commercial  Finance,
Inc., its successors or assigns (collectively, "Lender"), (i) no such assignment
shall occur nor be permitted,  with or without  Lessor's  consent,  without such
Lender's prior written  consent,  which consent may be withheld in Lender's sole
and  absolute  discretion,  and  (ii)  no such  subletting  shall  occur  nor be
permitted, with or without Lessor's consent, without such Lender's prior written
consent,   which  consent  may  not  be  unreasonably  withheld.  Any  attempted
assignment or subletting not complying with the provisions of this Section shall
be null and void and of no legal effect whatsoever.

   Section 11.02 Lessee Remains Liable.  If Lessee assigns this Lease or sublets
all or  any  part  of the  Leased  Premises,  Lessee  shall  remain  liable  and
responsible   under  this  Lease  for  the  performance  of  the  covenants  and
obligations of Lessee  hereunder,  in its capacity as a principal  hereunder and
not as a surety.

   Section 11.03 Notice in Event of  Subletting.  If Lessee  assigns this Lease,
then  Lessor,  when giving  notice to said  assignee  or any future  assignee in
respect of any default, shall also serve a copy of such notice upon Lessee.

                                   ARTICLE XII

                                  Condemnation

   Section 12.01 Entire Taking.  If all of the Leased Premises shall be taken in
condemnation  proceedings,  this Lease shall  terminate as of the taking and the
Monthly Rent and additional rent shall be paid to the date of such  termination.
Lessor shall give Lessee a proportionate refund of any rent paid in advance.

   Section 12.02 Partial  Taking.  If less than all of the Leased Premises shall
be taken in condemnation proceedings,  this Lease shall not terminate, nor shall
Lessee be entitled to any abatement of rent or reduction thereof.

   Section 12.03 Application of Award. If this Lease shall terminate pursuant to
the  provisions  of  Section  12.01  of  this  Article,  Lessor's  share  of the
condemnation  award  together  with  any  separate  award  to  Lessee  shall  be
apportioned and paid in the following order of priority:

   A. There shall be first paid any and all reasonable  expenses,  charges,  and
fees, including reasonable counsel fees, in collecting the award.

   B. Lessor shall then be entitled to receive an amount equal to the reasonable
market value of the taken Leased Premises,  on a basis without  consideration of
any unexpired  portion of the term of this Lease and unencumbered by this Lease.
If Lessor and Lessee cannot agree as to such value, the same shall be determined
by arbitration in accordance with the provisions of Section 17.11.

   C. The balance of the award shall be paid to the  Lessee;  provided,  that if
the  remainder  of the Lease Term is, at the time of the  taking,  less than one
year, such balance shall be paid to Lessor.

   Section 12.04 Application of Award in Partial Taking. If this Lease shall not
terminate but shall continue in full force and effect pursuant to the provisions
of  Section 12.02  of this  Article,  Lessee  shall  commence  and proceed  with
reasonable  diligence  to  repair  or  reconstruct  the  remaining  building  or
buildings on the taken Leased Premises to a complete architectural unit or units
to the  extent  proceeds  of the  condemnation  award  are  available  therefor.
Lessor's share of the award in  condemnation  proceedings for any partial taking
where repair or reconstruction  is undertaken,  together with any separate award
to Lessee, shall be apportioned and paid in the following order of priority:

   A. There shall first be paid any and all reasonable  expenses,  charges,  and
fees  paid to  parties  unaffiliated  to  either  Lessor  or  Lessee,  including
reasonable counsel fees, in collecting the awards.

   B.  The  proceeds  of the  awards  shall  next  be  paid  to  Lessee  for the
restoration of the building,  improvements, and equipment situated on the Leased
Premises to a complete architectural unit or units; provided,  however, that for
so long as Lessor's  interest in the Leased  Premises  is  encumbered  either by
mortgage or trust deed and/or by  assignment of this Lease to or for the benefit
of Lender, such proceeds shall be paid to and held by Lender or its designee and
be paid out from time to time to persons furnishing labor or materials, or both,
including  architects'  fees and  contractors'  compensation in such restoration
work on vouchers  approved  by a licensed  architect,  engineer or other  person
approved by Lessor and employed by Lessee to superintend the work.

   C. Lessor shall then be entitled to an amount equal to the reasonable  market
value of the portion of the Leased Premises taken, without  consideration of any
unexpired  portion of the term of this Lease and  unencumbered by this Lease. If
Lessor and Lessee cannot agree as to such value, the same shall be determined by
arbitration in accordance with the provisions of Section 17.11.

   D. The balance of the award shall be paid to Lessee.

   Section 12.05 Temporary  Possession.  If any right of temporary possession or
occupancy of all or any portion of the Leased  Premises shall be obtained by any
competent  authority  in the  exercise  of the  power  of  eminent  domain,  the
foregoing  provisions  of this Article  shall be  inapplicable  thereto and this
Lease shall continue in full force and effect without reduction or suspension of
Monthly Rent and additional  rent and Lessee shall be entitled to make claim for
and  recover  any award or awards,  whether in the form of rental or  otherwise,
recoverable in respect of such possession or occupancy.  The award shall be paid
to Lessor and  applied  against the Monthly  Rent  payable by Lessee  under this
Lease, as the same becomes due, with any surplus to be paid to Lessee;  provided
that if any portion of the award is intended to cover the cost of restoring  the
Leased Premises to the condition they were in prior to such temporary possession
or  occupancy  or to make any  repairs  occasioned  by or  resulting  from  such
possession or occupancy, such portion shall be so applied.

   Section  12.06  Consent to  Settlement  by Lessor.  Lessee shall have primary
responsibility  for dealing with the  condemning  authority in the  condemnation
proceedings,  but  Lessee  shall  not make any  settlement  with the  condemning
authority  nor convey or agree to convey the whole or any  portion of the Leased
Premises to such authority in lieu of  condemnation  without first obtaining the
written  consent of Lessor  thereto,  which  consent  shall not be  unreasonably
withheld if Lessor  receives  not less than the fair market  value of the Leased
Premises taken.

                                  ARTICLE XIII

                         Events of Default and Remedies

   Section 13.01 Events of Default.  The following  events ("Events of Default")
shall be deemed to be events of default by Lessee under this Lease:

   A.  Failure  by  Lessee to pay any  installment  of the  Monthly  Rent or any
additional rent or any other sum of money payable hereunder on the date the same
is due and such failure  shall  continue  for a period of two (2) business  days
after written notice to Lessee.

   B. Failure by Lessee to comply with any term, provision,  or covenant of this
Lease,  other than the payment of rent or other sums of money,  and Lessee shall
not cure such failure  within thirty (30) days after written  notice  thereof to
Lessee;  or if such failure  cannot  reasonably  be cured within the said thirty
(30) days,  and Lessee shall not have commenced to cure such failure within such
thirty (30) day period and shall not thereafter  with all due diligence and good
faith proceed to cure such failure.

   C. The  entering  of a decree or order by a court of  competent  jurisdiction
adjudging  Lessee a bankrupt or insolvent or appointing a receiver or trustee or
assignee  in  bankruptcy  or  insolvency  of  all  or  substantially  all of its
property,   and  any  such  decree  or  order  shall  have  continued  in  force
undischarged or unstayed for a period of sixty (60) days.

   D. The doing or permitting to be done by Lessee or any  sublessee,  assignee,
grantee,  or agent of  Lessee of  anything  which  creates a lien upon  Lessor's
interest in the Leased  Premises,  and any such lien is not discharged or bonded
within thirty (30) days after filing.

   E. The  insolvency  of Lessee or the making a transfer in fraud of creditors,
an  assignment  for the benefit of  creditors,  or the filing of a proceeding in
bankruptcy by Lessee,  or the  appointing of a receiver or trustee for Lessee or
any of the assets of Lessee.

   F. The termination,  including by expiration or nonrenewal,  without Lender's
prior  written  consent,  which  consent  may be  withheld  in Lender s sole and
absolute  discretion,  of any of the existing  leases  between Lessor and Lessee
with  respect to the real  properties  listed in  Exhibit C attached  hereto and
incorporated  herein by reference (the "FMAC  Encumbered  Leases"),  during such
time as  Lessor s  interest  in the  Leased  Premises  is  encumbered  either by
mortgage or trust deed and/or by  assignment of this Lease to or for the benefit
of Lender.

   Section  13.02  Remedies.  Upon  the  occurrence  of  any  Event  of  Default
enumerated  in  Section  13.01  hereof,  Lessor  shall  have the  option  of (i)
terminating this Lease by written notice thereof to Lessee, (ii) continuing this
Lease in full force and effect, or (iii) curing the default on behalf of Lessee;
provided,  however, that for so long as Lessor's interest in the Leased Premises
is encumbered  either by mortgage or trust deed and/or  assignment of this Lease
to or for the benefit of Lender,  no such  termination of this Lease shall occur
without  Lender's  prior  written  consent,  which  consent  may be  withheld in
Lender's sole and absolute discretion.

   A. In the event that Lessor shall elect to terminate this Lease, upon written
notice to Lessee, this Lease shall be ended as to Lessee and all persons holding
under Lessee, and all of Lessee's rights shall be forfeited and lapsed, as fully
as if this Lease had expired by lapse of time.  In such event,  Lessee  shall be
required  immediately to vacate the Leased Premises and there shall  immediately
become due and payable the amount by which (a) the total rent and other benefits
which would have  accrued to Lessor  under this Lease for the  remainder  of the
Term of this  Lease if the terms and  provisions  of this  Lease had been  fully
complied  with by Lessee  exceeds (b) the total fair market  rental value of the
Leased  Premises  for the  balance  of the  Term of this  Lease  (it  being  the
intention  of both parties  hereto that Lessor shall  receive the benefit of its
bargain);  and Lessor shall at once have all of the rights of re-entry  upon the
Leased Premises, without becoming liable for damages or guilty of a trespass. In
addition to the sum immediately  due from Lessee under the foregoing  provision,
there shall be recoverable from Lessee: (w) the reasonable cost of restoring the
Leased  Premises to good  condition,  normal wear and tear excepted  (subject to
Article XII hereof);  (x) all accrued unpaid sums,  plus interest at the highest
lawful rate per annum and late charges,  if in arrears,  under the terms of this
Lease up to the date of termination;  (y) Lessor's reasonable cost of recovering
possession of the Leased Premises;  and (z) rent and sums accruing subsequent to
the date of  termination  pursuant to the holdover  provisions  of Section 17.14
hereof.

   B. In the event that Lessor shall elect to continue  this Lease in full force
and  effect,  Lessee  shall  continue to be liable for all rents.  Lessor  shall
nevertheless  have all of the  rights  of  re-entry  upon said  Leased  Premises
without  becoming  liable for damages or being  guilty of a trespass  and Lessor
after  re-entry  may  relet  the  Leased  Premises,  or any part  thereof,  to a
substitute  tenant or tenants for a period of time equal to or lesser or greater
than the  remainder  of the term on whatever  terms and  conditions  Lessor,  at
Lessor's sole discretion,  deems advisable.  Against the rents and sums due from
Lessee to Lessor during the remainder of the term,  credit shall be given Lessee
in the net amount of rent received from the new tenant after deduction by Lessor
for:  (a) the  reasonable  costs  incurred  by Lessor in  reletting  the  Leased
Premises (including, without limitation, remodeling costs, brokerage fees, legal
fees, and the like); (b) the accrued sums, plus interest and late charges, if in
arrears,  under  the  terms  of this  Lease;  (c)  Lessor's  reasonable  cost of
recovering possession of the Leased Premises; and (d) the cost of storing any of
Lessee's  property left on the Leased Premises after  re-entry.  Notwithstanding
any provision in this  paragraph B of Section  13.02 to the  contrary,  upon the
default of any  substitute  tenant or upon the  expiration  of the lease term of
such substitute  tenant before the expiration of the Term of this Lease,  Lessor
may, at Lessor's  election,  either relet to still another  substitute tenant or
terminate  this Lease and exercise its rights under  paragraph A of this Section
13.02.

   C. In the event that Lessor  shall  elect to cure the default of Lessee,  all
sums expended by Lessor in effecting  such cure,  plus  interest  thereon at the
highest lawful rate per annum,  shall be due and payable  immediately.  Such sum
shall constitute additional rent hereunder, and failure to pay such sum when due
shall enable Lessor to exercise all of its remedies under this Lease.

   Section 13.03  Cumulative  Rights.  Pursuit of any of the foregoing  remedies
shall not preclude  pursuit of any of the other remedies  herein provided or any
other remedies  provided by law, nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any rent due to Lessor  hereunder or of any
damages  accruing  to Lessor by reason  of the  violation  of any of the  terms,
provisions, and covenants herein contained.  Failure by Lessor to enforce one or
more of the remedies herein  provided,  upon any Event of Default,  shall not be
deemed or  construed  to  constitute  a waiver of such  default  or of any other
violations  or breach of any of the  terms,  provisions,  and  covenants  herein
contained.

   Section  13.04  Re-Entry by Lessor.  No re-entry or taking  possession of the
Leased  Premises  by Lessor  shall be  construed  as an  election on its part to
terminate  this  Lease  unless a written  notice of such  intention  is given to
Lessee.  Lessor,  at its  option,  may make such  alterations  or repairs to the
Improvements  as  it,  in  its  reasonable  judgment,  considers  advisable  and
necessary upon the occurrence of an Event of Default, at the cost of Lessee, and
the making of such  alterations  or repairs shall not operate or be construed to
release Lessee from liability  hereunder.  Lessor shall in no event be liable in
any way whatsoever for failure to relet the Leased Premises and the Improvements
or, in the event the Leased Premises and the Improvements are relet, for failure
to collect rent thereof  under such  reletting;  and in no event shall Lessee be
entitled to receive  any excess of such rent over the sums  payable by Lessee to
Lessor  hereunder;  provided,  however,  that Lessor  shall  during such time as
Lessor is in possession of the Leased  Premises as the result of any re-entry by
Lessor  hereunder,  and  prior  to  any  termination  of  this  Lease,  exercise
reasonable efforts to cause the Leased Premises to be re-leased.

   Section  13.05  Effect of Waiver or  Forbearance.  No waiver by Lessor of any
breach by Lessee of any of its obligations,  agreements,  or covenants hereunder
shall be a waiver of any subsequent breach or of any obligation,  agreement,  or
covenant, nor shall any forbearance by Lessor to seek a remedy for any breach by
Lessee be a waiver by Lessor of its rights  and  remedies  with  respect to such
subsequent breach.

   Section 13.06  Bankruptcy of Lessee.  The  provisions of paragraph C and E of
Section 13.01  above  shall only apply with  respect to the Lessee  which is the
then owner of the leasehold  estate.  Notwithstanding  the provisions of Section
13.01 to the contrary,  the happening of any of the Events of Default  mentioned
in paragraph C or E of Section 13.01 above shall not operate or permit Lessor to
declare a default  hereunder or terminate this Lease so long as all covenants of
Lessee hereunder shall be performed by Lessee or its successor in interest.

                                   ARTICLE XIV

                                    Insurance

   Section 14.01 Liability Insurance. Lessee shall, at Lessee's expense, procure
and  maintain  at  all  times  during  any  term  of  this  Lease  a  policy  of
comprehensive  general liability  insurance,  insuring Lessor and Lessee against
liability arising out of the ownership,  use,  occupancy,  or maintenance of any
Leased  Premises.  Such insurance shall at all times be in an amount of not less
than $1,000,000.00 on a per occurrence basis. The limits of such insurance shall
not limit the liability of the Lessee under this Lease.  All insurance  required
under this  Article  XIV shall be with  companies  rated B++ or better in Best's
Insurance  Guide.  Lessee  shall  deliver to Lessor  certificates  of  insurance
evidencing  such insurance  with loss payable  clauses  satisfactory  to Lessor,
provided that in the event Lessee fails to procure and maintain such  insurance,
Lessor may (but shall not be required to) procure same at Lessee's expense after
ten (10) days' prior  written  notice.  No such policy  shall be  cancelable  or
subject to reduction of coverage or other  modification  except after sixty (60)
days' prior written notice to Lessor by the insurer.  All such policies shall be
written  as  primary  policies,  not  contributing  with  and not in  excess  of
coverages  which the Lessor may carry.  Lessee  shall,  within  twenty (20) days
prior to the  expiration  of such  policies,  furnish  Lessor  with  renewals or
binders or Lessor may order such  insurance  and charge the cost to the  Lessee,
which amounts shall be payable by Lessee on demand as  additional  rent.  Lessee
shall have the right to provide  such  insurance  coverage  pursuant  to blanket
policies  which the Lessee may have in force,  provided  such  blanket  policies
expressly afford coverage of any Leased Premises and to Lessor as is required by
this Section.

   Section 14.02 Property Insurance.  Lessee shall, at Lessee's expense, procure
and maintain at all times during the term of this Lease, a policy or policies of
insurance  covering loss or damage to any Leased  Premises in an amount not less
than ninety-five percent (95%) of the estimated  replacement value thereof,  and
providing  protection  against all perils included within the  classification of
fire,  extended  coverage,  vandalism,  malicious  mischief,  sprinkler leakage,
flood, and special extended peril (all risk). Lessee shall pay the entire amount
of such annual  insurance  premiums and shall deliver to Lessor  certificates of
insurance  evidencing such insurance with loss payable  clauses  satisfactory to
Lessor,  provided  that in the event Lessee  fails to provide and maintain  such
insurance,  Lessor may (but shall not be required  to) procure  same at Lessee's
expense  after ten (10) days' prior  written  notice.  No such  policy  shall be
cancelable  or subject to  reduction  of coverage or other  modification  except
after sixty (60) days' prior written  notice to Lessor by the insurer.  All such
policies shall be written as primary policies,  not contributing with and not in
excess of coverages which the Lessor may carry. Lessee shall furnish Lessor with
renewals  or binders or Lessor may order such  insurance  and charge the cost to
the Lessee,  which amounts shall be payable by Lessee on demand.  Such insurance
shall  provide  for  payment of losses  thereunder  to Lessor or the holder of a
first mortgage or deed of trust on any of the Leased Premises. Any loss proceeds
shall  be made  available  for the  purposes  of  replacing  or  rebuilding  the
pertinent Leased Premises to the condition  existing  immediately  prior to such
damage,  if any such  construction  activities are permissible  under applicable
laws and regulations then pertaining to the damaged Leased  Premises;  provided,
however,  that  for so  long as Lessor's  interest  in the  Leased  Premises  is
encumbered  either by mortgage or trust deed and/or by  assignment of this Lease
to or for the benefit of Lender,  such  proceeds  shall be held by Lender or its
designee to be used in the manner herein provided.

   Section 14.03  Release.  Lessor  hereby  releases  Lessee,  and Lessee hereby
releases  Lessor,  and  their  respective  officers,   agents,   employees,  and
representatives,  from any and all claims or demands for damages, loss, expense,
or injury to the Leased Premises, or to the furnishings, fixtures, equipment, or
inventory or other  property of either Lessor or Lessee in,  about,  or upon the
Leased Premises,  as the case may be, which is caused by or results from perils,
events,  or  happenings  which  are the  subject  of  insurance  carried  by the
respective parties and in force at the time of any such loss; provided, however,
that  such  waiver  shall  be  effective  only to the  extent  permitted  by the
insurance  covering such loss and to the extent such insurance is not prejudiced
thereby or the expense of such insurance is not thereby increased.

                                   ARTICLE XV

                        Attorney's Fees and Lessor's Lien

   Section  15.01  Attorney's  Fees.  If on  account of any breach or default by
either party  hereunder it shall become  necessary for the other party hereto to
employ an attorney to enforce or defend any of said  party's  rights or remedies
hereunder,  and should such party prevail in a final judgment, the party against
whom  enforcement  was  sought  shall  pay to the  other  party  any  reasonable
attorney's fees incurred by reason of such proceedings.

   Section 15.02  Lessor's Lien. In addition to the statutory  landlord's  lien,
Lessor shall have at all times,  and Lessee does hereby grant to Lessor, a valid
contractual lien upon and a security  interest in all goods,  wares,  equipment,
fixtures,  furniture,  and other personal  property of Lessee presently or which
may hereafter be situated on the Leased  Premises and all proceeds  therefrom to
secure  the  payment  by  Lessee  of all  rentals  and  other  sums of money due
hereunder,  and such property shall not be removed therefrom without the consent
of Lessor  until all  arrearages  in rent,  as well as any and all other sums of
money then due to Lessor  hereunder,  shall first have been paid and discharged.
Upon the  occurrence  of an Event of Default by Lessee,  Lessor may sell any and
all  improvements,  goods,  wares,  equipment,  fixtures,  furniture,  and other
personal  property  of Lessee  situated  on the Leased  Premises  at one or more
public or private  sales after giving Lessee  reasonable  notice of the time and
place of any public sale or sales or of the time after which any private sale or
sales are to be made, with or without having such property at the sale, at which
Lessor or its assigns may purchase property to be sold, being the highest bidder
therefor.  The requirement of reasonable notice to Lessee hereunder shall be met
if such notice is given in the manner  prescribed in Section 17.06 of this Lease
at least ten (10)  days  before  the time of sale.  The  proceeds  from any such
disposition  less any and all expenses  connected with the taking of possession,
holding, and selling of the property (including  reasonable  attorney's fees and
legal  expenses)  shall be applied as a credit against any sums due by Lessee to
Lessor.  Any surplus  shall be paid to Lessee or as  otherwise  required by law.
Upon request by Lessor, Lessee agrees to execute and deliver to Lessor financing
statements in form sufficient to perfect the security  interest of Lessor in the
aforesaid  property and proceeds under the provisions of the Uniform  Commercial
Code  in  force  in the  states  in  which  the  Leased  Premises  are  located.
Notwithstanding  anything to the contrary  stated herein,  the statutory lien of
Lessor and the landlord's lien and security  interest  granted in this paragraph
are  subject  and  subordinate  to the  rights,  if any,  of the  holder  of any
indebtedness  secured by Lessee's  interest in the  equipment or other  property
located on the Leased  Premises,  and Lessor  agrees to execute such  additional
documents as shall be necessary to effect or evidence such subordination.

                                   ARTICLE XVI

                             Right of First Refusal

   Section  16.01 As long as Lessee  is Lessee  under  this  Lease and  provided
Lessee is not in default  hereunder,  if at any time after the execution of this
Lease  Lessor  shall  receive a bona fide offer which it is willing to accept to
sell or transfer legal title to the Leased Premises (or any interest therein) to
any person  (other than an  affiliate,  shareholder,  partner,  joint  venturer,
spouse, or lineal  descendant of Lessor or any trust for their benefit),  Lessor
shall,  within fifteen (15) days after Lessor's receipt of the acceptable offer,
notify Lessee of the terms of such offer  ("Lessor's  Offer  Notice").  Lessor's
Offer Notice shall include the name of the offeror and the offered consideration
and other  terms of such offer  (together  with a copy of the offer) and Lessee,
within ten (10) days after  receipt of  Lessor's  Offer  Notice,  shall have the
right to purchase the interest to be sold or  transferred on all the other terms
and conditions  stated in Lessor's  Offer Notice.  Failure of Lessee to exercise
such right  within  said ten (10) days  period  shall be deemed a waiver of such
right.  Upon notice from Lessee of its  decision  not to exercise  such right or
upon waiver of the same, Lessor shall be free to consummate the sale or transfer
in accordance  with the terms set forth in Lessor's  Offer Notice.  In the event
such sale or transfer is not consummated within six (6) months after the date of
the  delivery  of Lessor's  Offer  Notice,  the right  granted to Lessee in this
Article XVI shall be reinstated,  and any such subsequent sale or transfer shall
be subject to this right. Any sale or transfer  contemplated by this Article XVI
shall be subject to the provisions of this Lease including,  without limitation,
the rights of Lessee contained  herein.  Upon Lessee's  exercise of its right of
first  refusal  hereunder,  Lessee may assign such rights to any other person or
entity  without  the consent of Lessor or any trust for their  benefit,  but any
assignment shall not relieve Lessee of its obligations  hereunder or thereunder.
The right of first  refusal  herein  granted  to  Lessee  shall not apply to any
transfer  by  Lessor  of the  Leased  Premises  to any  affiliate,  shareholder,
partner, joint venturer, spouse, or lineal descendant of Lessor or any trust for
their  benefit or to any  transfer  by gift,  will,  or the laws of descent  and
distribution.  The right of first refusal herein granted to Lessee shall be, and
is hereby  made,  subject and  subordinate  to any mortgage or trust deed and/or
assignment of this Lease to or for the benefit of Lender.

                                  ARTICLE XVII

                                  Miscellaneous

   Section 17.01 Inspection.  Lessee shall permit Lessor and its agents to enter
into and upon the Leased  Premises at all reasonable  times and upon  reasonable
notice for the purpose of  inspecting  the same on condition  that  Lessee's and
Lessee's tenants use and quiet enjoyment of the same is not interfered with.

   Section 17.02 Estoppel Certificates. Lessee and Lessor shall, at any time and
from time to time upon not less than ten (10) days'  prior  request by the other
party, execute,  acknowledge,  and deliver to Lessor, or Lessee, as the case may
be, a statement in writing  certifying  that (i) this Lease is unmodified and in
full force and effect  (or if there have been any  modifications,  that the same
are in full force and effect as modified and stating the modifications)  and, if
so,  the dates to which the fixed rent and any other  charges  have been paid in
advance, and (ii) that no default hereunder on the part of the Lessor or Lessee,
as the case may be,  exists  (except  that if any such  default  does  exist the
certifying  party shall specify such  default),  it being intended that any such
statement  delivered  pursuant  to this  Section  17.02 may be relied  upon by a
prospective  purchaser  or  encumbrancer  (including  assignees)  of the  Leased
Premises.

   Section 17.03 Release. If requested by Lessor,  Lessee shall upon termination
of this Lease  execute and  deliver to Lessor an  appropriate  release,  in form
proper for recording,  of all Lessee's interest in the Leased Premises, and upon
request of Lessee,  Lessor will  execute and deliver a written  cancellation  or
termination  of this Lease in proper form for  recording;  provided,  that in no
event shall any such release,  cancellation, or termination constitute a release
or  relinquishment  by either party of his or its rights against the other party
for any amounts payable by such other party under the terms of this Lease or any
damages to which such party is  entitled as a result of any default by the other
party hereunder.

   Section 17.04 Lessor's Right to Perform Lessee's  Covenants.  If Lessee shall
default in the performance of any of its covenants,  obligations,  or agreements
contained in this Lease, other than the obligation to pay rent, Lessor after ten
(10) days' notice to Lessee  specifying  such default (or shorter  notice if any
emergency  exists),  may (but without any  obligation so to do) perform the same
for the account and at the expense of Lessee, and the amount of any payment made
or other reasonable expenses,  including reasonable attorneys' fees, incurred by
Lessor for curing such  default,  with  interest  thereon at the lower of twelve
percent (12.0%) per annum or the maximum amount allowed by law, shall be payable
by Lessee to Lessor on demand as additional rent.

   Section  17.05  Non-Merger.  There  shall be no  merger  of this  Lease,  the
leasehold estate created hereby or the  Improvements  with the fee estate in and
to the Leased  Premises  by reason of the fact that this  Lease,  the  leasehold
estate created thereby,  or the Improvements,  or any interest in the foregoing,
may be held directly or indirectly by or for the account of any person who shall
own the fee estate in and to the Leased Premises, or any portion thereof, and no
such  merger  shall  occur  unless and until all  persons at the time having any
interest in the fee estate and all person having any interest in this Lease, the
leasehold estate,  or the Improvements,  including the holder of any mortgage or
deed of trust  upon the fee  estate in and to the  Leased  Premises  and/or  any
assignee  of this  Lease,  shall  join in a written  instrument  effecting  such
merger.

   Section 17.06  Notices.  Any notice to be given or to be served in connection
with this Lease must be in writing, and may be given by facsimile,  by certified
mail,  or by overnight  delivery  service and shall be deemed to have been given
and received upon the earlier of receipt  thereof by the  receiving  party or on
the  third  business  day  after  a  letter  containing  such  notice,  properly
addressed,  with postage prepaid is deposited in the United States Mail or given
to a nationally recognized overnight delivery service, addressed as follows:

            If to Lessor:

                  FFP Properties, L.P.
                  Attn:  Lease Administration
                  2801 Glenda Avenue
                  Fort Worth, Texas
                  76117-4391
                  Facsimile:  817/838-1871

            If to Lessee:

                  FFP Operating Partners, L.P.
                  Attn:  Contracts Administration
                  2801 Glenda Avenue
                  Fort Worth, Texas
                  76117-4391
                  Facsimile:  817/838-1871

   Each party  hereto  shall  have the  right,  by giving not less than five (5)
days' prior written notice to the other parties hereto, to change any address of
such party for the purpose of notices under this Section 17.06.

   Section  17.07  Successors  and Assigns.  The word  "Lessor," as used in this
instrument,  shall extend to and include any and all persons, whether natural or
artificial,  who at any time or from time to time  during the term of this Lease
shall succeed to the interest and estate of Lessor in the Leased  Premises;  and
all of the covenants, agreements,  conditions, and stipulations herein contained
which inure to the benefit of and are  binding  upon Lessor  shall also inure to
the benefit of and shall be,  jointly  and  severally,  binding  upon the heirs,
executors, administrators, successors, assigns, and grantees of Lessor, and each
of them, and any and all persons who at any time or from time to time during the
term of this Lease  shall  succeed to the  interest  and estate of Lessor in the
real estate and  property  hereby  demised.  The word  "Lessee," as used in this
instrument,  shall extend to and include any and all persons, whether natural or
artificial,  who at any time or from time to time  during the term of this Lease
shall succeed to the interest and estate of Lessee  hereunder in accordance with
the terms of Section 11.01;  and all of the covenants,  agreements,  conditions,
and  stipulations  herein contained which inure to the benefit of or are binding
upon  Lessee  shall also inure to the  benefit of and be jointly  and  severally
binding upon the successors, assigns, or other representatives of Lessee, and of
any and all  persons  who shall at any time or from time to time during the term
of this Lease  succeed  in  accordance  with the terms of  Section  11.01 to the
interest and estate of Lessee hereby created in the Leased Premises.

   Section  17.08  Modifications.  This  Lease may be  modified  only by written
agreement signed by the Lessor and Lessee;  provided,  however, that for so long
as Lessor's  interest in the Leased Premises is encumbered either by mortgage or
trust deed and/or by assignment of this Lease,  no amendment,  waiver,  release,
discharge,  or other  modification of the terms of this Lease shall be effective
without the written consent of Lender, which consent may be withheld in Lender's
sole and absolute discretion.

   Section 17.09 Descriptive  Headings.  The descriptive  headings of this Lease
are inserted for  convenience  in reference  only and do not in any way limit or
amplify the terms and provisions of this Lease.

   Section 17.10 No Joint Venture. The relationship between Lessor and Lessee at
all times  shall  remain  solely  that of  landlord  and tenant and shall not be
deemed a partnership or joint venture.

   Section  17.11  Arbitration.  Wherever in this Lease it is provided  that any
question shall be determined by arbitration,  such question shall be settled and
finally determined by arbitration in accordance with the rules then in effect of
the American Arbitration Association,  or its successors,  and the judgment upon
the award  rendered may be entered in any court having  jurisdiction  thereover.
Such arbitration  shall be held in the City of Fort Worth,  Texas. The number of
arbitrators to be appointed  shall be three (3). The  arbitrators  shall have at
least  five (5) years  experience  in real  estate in the area  where the Leased
Premises is located and shall not be related to either party. The parties to the
arbitration,  in  addition  to  the  rights  granted  under  the  rules  of  the
Association,  shall have the right to offer evidence and testify at the hearings
and cross-examine witnesses. The cost of such arbitration shall be split equally
between the parties.

   Section 17.12  Memorandum of Lease.  Lessor and Lessee agree that they shall,
at any time at the request of the other,  promptly execute a memorandum or short
form of this Lease,  in recordable  form,  setting  forth a  description  of the
Leased Premises, the term of this Lease, and any other provisions herein, or the
substance thereof, as either party desires.

   Section 17.13 Partial  Invalidity.  If any term or provision of this Lease or
the  application  thereof to any person or  circumstance  shall to any extent be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such term or  provision  to any person or  circumstances  other than those as to
which it is invalid or unenforceable,  shall not be affected  thereby,  and each
term of this  Lease  shall  be  valid  and be in  force  to the  fullest  extent
permitted by law.

   Section  17.14  Holding  Over.  In  case of  holding  over  by  Lessee  after
expiration or termination  of the Term of this Lease,  Lessee shall pay monthly,
as rent, an amount equal to 125% of the amount of Monthly Rent payable as of the
end of such Term during each month or partial month of the holdover  period.  No
holding  over by Lessee  after the Term of this  Lease,  either  with or without
consent  and  acquiescence  of Lessor,  shall  operate to extend the Lease for a
longer  period  than one  month  unless  (i) a  holdover  agreement  in  writing
specifies a longer  period or (ii) this Lease is  extended  in writing;  and any
holding over without  consent of Lessor in writing shall  thereafter  constitute
this Lease a lease from month to month. In the event of any unauthorized holding
over,  Lessee shall indemnify Lessor against all claims for damages by any other
tenant or  prospective  tenant to whom Lessor may have leased all or any part of
the Leased Premises,  resulting from delay by Lessor in delivering possession of
all or any part of the Leased Premises.

   Section  17.15  Lessor  Default.  In the event of any  default  hereunder  by
Lessor,  Lessee may, if such default  continues after a reasonable notice period
following receipt of written notice thereof to Lessor, cure such default for the
account and at the expense of Lessor. If Lessee at any time after the expiration
of such curative  period by reason of such breach is compelled to pay, or elects
to pay, any sum of money or do any act which will require the payment of any sum
of money, or is compelled to incur any expense,  including reasonable attorney's
fees, in instituting,  prosecuting, and/or defending any action or proceeding to
enforce  Lessee's  rights  hereunder  or  otherwise,  the sum or sums so paid by
Lessee, with all interest, costs, and damages, shall on demand be paid by Lessor
to Lessee,  but Lessee  shall have no right to offset any such sums  against any
amounts which may be due to Lessor hereunder.

   Section  17.16 Lessor  Covenant.  Lessor shall pay when due all principal and
interest on any mortgage or superior lease to which this Lease is subordinate or
subordinated,  and shall pay or discharge  (by bonding or  otherwise)  all valid
mechanic's   liens  filed  against  the  Leased   Premises  by  reasons  of  any
construction by Lessor.

   Section 17.17 Sublease.  If this Lease is in fact a sublease,  Lessee accepts
this Lease subject to all of the terms and  conditions of the  underlying  lease
under which Lessor holds the Leased Premises as lessee. Lessee covenants that it
will do no act or thing which  would  constitute  a  violation  by Lessor of its
obligation  under  such  underlying  lease;  provided,  however,  that  Lessee's
agreement in this regard is premised on Lessor's  assurances  to the effect that
the terms of this Lease do not violate such underlying lease.

   Section 17.18 Venue. This Lease is entered into in Tarrant County, Texas, and
is enforceable in that county.

   Section 17.19  Further  Covenants.  Lessor and Lessee,  as  applicable,  each
further  covenant  and  agree  for the  benefit  of  Lender  that for so long as
Lessor's  interest in the Leased  Premises is  encumbered  either by mortgage or
trust deed and/or by assignment of this Lease:

   A. Lessee shall timely take all such action necessary to exercise all renewal
options and extend each of the FMAC Encumbered Leases.

   B. Lessee  shall remain  obligated  under this Lease in  accordance  with its
terms and Lessee will not take any action to terminate,  rescind,  or avoid this
Lease, notwithstanding the bankruptcy, insolvency, reorganization,  composition,
readjustment,   liquidation,   dissolution,   winding-up,  or  other  proceeding
affecting  Lessor  or  any  assignee  of  Lessor  in  any  such  proceeding  and
notwithstanding  any action with respect to this Lease which may be taken by any
trustee  or  receiver  of  Lessor  or of any  assignee  of  Lessor  in any  such
proceeding or by any court in any such proceeding.

   C. Lessee  waives all rights now or  hereafter  conferred by law (a) to quit,
terminate,  or surrender  this Lease or any of the premises or any part thereof,
or (b) to any abatement, suspension, deferment, or reduction of the Monthly Rent
or any other  sums  payable  under this  Lease,  except as  otherwise  expressly
provided herein,  regardless of whether such rights shall arise from any present
or future constitution, statute, or rule of law.

   D. In the event that,  notwithstanding  the express  provision of this Lease,
this Lease shall terminate by operation of law, or action of or authorization by
any court, or if any receiver or trustee in bankruptcy,  liquidator, or assignee
of Lessor  shall  initiate any action for the taking  possession  of the rentals
payable  hereunder and the application  thereof for the benefit of any creditors
of Lessor other than the holders of  obligations  secured by a first mortgage or
trust deed on the Leased Premises,  Lessee shall, upon thirty (30) days' written
notice  to Lessee by Lender  that it has all  requisite  authority  to lease the
premises  or any part  thereof  and desires to lease the same or part to Lessee,
enter into a new lease with Lender  containing  substantially  the same terms as
this Lease,  provided that a reputable title company will insure that Lessee has
good and valid title to the leasehold estate under the new lease. Forthwith upon
the execution and delivery of such new lease,  this Lease and all obligations of
Lessee hereunder shall terminate without further action by any party hereto.

   E. This Lease shall be subject and subordinate to the lien of any mortgage or
trust  deed to or for the  benefit  of  Lender,  without  the  necessity  of the
execution  and  delivery  of any further  instruments,  whether any such lien is
currently  existing or hereafter  created,  and Lessee shall execute and deliver
upon Lender's request,  without charge, such further instruments evidencing such
subordination of this Lease as Lender may request from time to time.

   F. In the event of Lender's  foreclosure  of any  mortgage or the exercise of
any power of sale with  respect to the Leased  Premises,  Lessee shall attorn to
Lender and  recognize  Lender as the Lessor  under this Lease,  provided  Lender
expressly agrees in writing to be bound by the terms of this Lease.

   17.20  Third-Party  Beneficiary.  Lessor and Lessee  acknowledge  that Lender
shall  be a  third-party  beneficiary  of this  Lease  for so  long as  Lessor's
interest in the Leased  Premises is encumbered  either by mortgage or trust deed
and/or by assignment of this Lease to or for the benefit of Lender.

   IN WITNESS  WHEREOF,  the parties have executed this instrument as of the day
and year first above written.
                                    LESSOR:

                                    FFP PROPERTIES, L.P.

                                    By:  FFP Partners, L.P.
                                    its sole general partner

                                    By:   FFP Real Estate Trust
                                          its sole general partner

                                    By: _____________________________
                                       Craig T. Scott, Vice President

                                    LESSEE:

                                    FFP OPERATING PARTNERS, L.P.

                                    By:   FFP Operating LLC
                                          its sole general partner


                                    By: __________________________
                                       Robert J. Byrnes, President



                                 ACKNOWLEDGMENTS

STATE OF TEXAS    )
                  )
County of Tarrant )

   This instrument was acknowledged  before me on September ____, 1999, by Craig
T. Scott,  Vice  President  of FFP Real  Estate  Trust,  general  partner of FFP
Partners,  L.P.,  general partner of FFP  Properties,  L.P., who stated that the
same was signed in such  capacity for such  entities and the purposes  indicated
therein.
                                    _____________________________
                                    NOTARY PUBLIC, STATE OF TEXAS
      [Notary stamp]



STATE OF TEXAS    )
                  )
County of Tarrant )

   This  instrument  was  acknowledged  before me on September  ____,  1999,  by
Robert J.  Byrnes,  President  of FFP  Operating  LLC,  general  partner  of FFP
Operating  Partners,  L.P., who stated that the same was signed in such capacity
for such entities and for the purposes indicated therein.

                                    _____________________________
                                    NOTARY PUBLIC, STATE OF TEXAS
      [Notary stamp]

<PAGE>

                                    EXHIBIT B
                                       OF
                             MASTER LEASE AGREEMENT

           (Legal descriptions for all properties listed on Exhibit A)