Exhibit 10.27

                               FRANCHISE AGREEMENT

     THIS AGREEMENT,  made this 7th day of July, 1982, by and between STUCKEY'S,
INC.  (hereinafter  called  "Company") , and Bowlin's Inc., 136 Louisiana  N.E.,
Albuquerque,  NM 87108  a(n)  (individual)  (partnership)  (corporation)  of New
Mexico (hereinafter called "Franchisee").

                                    RECITALS

     The Company is a wholly-owned  subsidiary of Pet  Incorporated,  a Delaware
corporation,  and through Pet Incorporated possesses the entire right, title and
interest in certain  registered  and common law  trademarks  and service  marks,
including  STUCKEY'S,  STUCKEY'S  with  Carriage and Lace Design,  and STUCKEY'S
PECAN SHOPPE which are used in the business of  Stuckey's,  Inc. to identify its
STUCKEY'S  PECAN  SHOPPE  operations  and the origin of  products  and  services
therein  available.  The foregoing  trademarks  and service marks and additional
trademarks and service marks which are or may be, from time to time,  designated
by the Company, are hereinafter referred to as "Proprietary Marks".  Substantial
sums have been and  continue  to be  expended  by the  Company  in  advertising,
promoting and publicizing its Proprietary Marks.

     The Company manufactures,  distributes and sells certain products under the
Proprietary  Marks and operates and franchises a chain of  distinctive  drive-in
food, confection, gift and service stores under the name STUCKEY'S PECAN SHOPPE.
The Company has  developed  and built a strong  demand for the products sold and
the services  provided in said stores and has  established a reputation and good
will related to its STUCKEY'S PECAN SHOPPE stores.

     The Franchisee is fully  informed about and recognizes the good  reputation
and required high standards of the STUCKEY'S  PECAN SHOPPE and  understands  the
importance thereof to Company. Franchisee desires to continue in the business of
a STUCKEY'S  PECAN  SHOPPE,  in accordance  with the standards  specified by the
Company,  at and from the  premises  described  in  Section  1 on the  terms and
conditions herein set forth.

     THEREFORE,  IN CONSIDERATION OF the mutual  agreements herein contained and
for  other  good  consideration  acknowledged  by each to be  satisfactory,  the
parties hereto agree as follows:

     1.   GRANT OF FRANCHISE:

          The  Company  hereby  licenses  Franchisee,  subject  to the terms and
conditions hereof, to operate a STUCKEY'S PECAN SHOPPE, and to use in connection
therewith  the  Proprietary   Marks  of  Company,   at  the  specific   location
(hereinafter referred to as "Premises") defined as:

Stuckey's Pecan Shoppe #253
I-40 & State Road 344
Edgewood, NM 87015

          While this Agreement shall be and remain in effect,

          (a)    Franchisee  shall  use the said  premises  exclusively  for the
                 business of a STUCKEY'S  PECAN  SHOPPE  according  to standards
                 adopted by the Company for its STUCKEY'S  PECAN SHOPPE  system,
                 and  Franchisee  shall not use, allow or permit the Premises to
                 be used for any other purpose;

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          (b)    Franchisee shall have the  non-exclusive  privileges of selling
                 Company's  products and using the name  STUCKEY'S as applied to
                 products and services of and by the Company in the operation of
                 a STUCKEY'S  PECAN SHOPPE,  including  products and services as
                 may in the  future,  from  time to time,  be made a part of and
                 identified with the STUCKEY'S PECAN SHOPPE system;

          (c)    Franchisee  may  advertise  the  business  operated  under this
                 license under the names  STUCKEY'S and STUCKEY'S  PECAN SHOPPE,
                 and   Franchisee   may  use  on  said  Premises  the  Company's
                 Proprietary Marks,  designs,  advertising and other identifying
                 features.  Company,  however,  reserves the right to change the
                 name under which the  business of its  STUCKEY'S  PECAN  SHOPPE
                 system is conducted and, in such event,  to require  Franchisee
                 to use the new name in the operation of its franchise hereunder
                 according to standards prescribed by the Company.

          (d)    Notwithstanding the provisions of the foregoing  subparagraphs,
                 Franchisee  shall  not  use the  name  STUCKEY'S,  or any  name
                 visually or phonetically  similar thereto, as the name of or as
                 part of any firm or  corporate  name,  or on any product  other
                 than those  manufactured  and sold by Company,  or as a prefix,
                 suffix or other  modifying word,  phrase,  term, sign or symbol
                 not expressly authorized by Company.

     2.   LOCATION CLAUSE:

          The  Franchisee  acknowledges  that the franchise and license  granted
under this  Agreement is solely for the location set forth in Section 1. Nothing
in this Agreement shall be construed to authorize or permit Franchisee to use or
exercise the franchise or license,  or any related right or privilege,  at or in
any other location or for any other purpose; provided,  however, that Franchisee
shall be  permitted  to erect  billboards  at other  locations  consistent  with
Company's  policies  regarding  outdoor  advertising,  and  Franchisee  shall be
permitted to engage in other  advertising  and  promotion of the  franchise  and
license granted by this Agreement.

          Notwithstanding  the  foregoing   paragraph,   in  the  event  of  the
relocation of the highway upon which the franchise  granted by this Agreement is
located,  Franchisee  shall have the option to relocate the  franchise or to add
under the provisions of this  Agreement an additional  location on the relocated
highway,  provided that such  location or additional  location is not within the
franchise area defined in any other STUCKEY'S PECAN SHOPPE  franchise  agreement
to which the Company is a party,  and that the Company is first advised  thereof
in  writing  and  gives its  consent  in  writing,  which  consent  shall not be
unreasonably withheld.

     3.   RESTRICTION ON GRANTING OF FRANCHISEES WITHIN SPECIFIC AREA:

          During  the term of this  Agreement,  the  Company  will  not  grant a
similar franchise and license to any other person, partnership,  corporation, or
other entity,  and the Company will not erect a  company-owned  STUCKEY'S  PECAN
SHOPPE within the following described area:

          #253: Edgewood, New Mexico: Beginning at the present store location on
Interstate  40 in a westerly  direction to the Stuckey store located west of the
city of  Albuquerque,  New Mexico and in an  easterly  direction  to the Stuckey
store located at Santa Rosa, New Mexico.

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     4.   FRANCHISE CONSIDERATION:

          Franchisee shall pay to Company  throughout the term of this Agreement
a franchise fee at the rate of two percent (2%) of gross sales of the franchise.
The  franchise  fee shall be paid to the  Company  monthly  at the rate of 2% of
gross sales in the month for which payment is made.

          The Company is  endeavoring  to improve the  performance  of its store
operations.  Changes in establishment  practices, in its franchise relationships
and in the format of business of the  STUCKEY'S  PECAN  SHOPPE are  reflected in
this Agreement and further,  are  anticipated.  Such changes and other concerted
efforts will establish new directions for the Company,  its image and hopefully,
our increased sales and profitability of store operations,  including  franchise
stores.  It is agreed,  therefore,  that during the term of this Agreement,  the
Company may from time to time  increase the rate of  percentage of the franchise
consideration to be paid under this Section 4; provided, however, that:

          (i)    No  increase  shall be made until  after two (2) years from the
                 date hereof;

          (ii)   No increase shall be for more than fifteen percent (15%) of the
                 rate in effect immediately prior to the increase;

          (iii)  No  increase  shall be made at a time  earlier  than  three (3)
                 years after the immediately preceding increase;

          (iv)   No increase in the rate shall result in a rate greater than the
                 franchise  consideration  rate  provided  in the  then  current
                 franchise  contract  form,  provided  that such form contains a
                 franchise fee provision higher than this Agreement;

          (v)    No  increase  in the rate  will be made  under  this  Agreement
                 without taking similar actions at a reasonably  concurrent time
                 with  respect  to all  franchise  agreements  then  outstanding
                 having in effect a franchise  fee the same as in effect at such
                 time under this  Agreement.  Such  action will not be deemed to
                 have not been taken if the action or effect thereof is enjoined
                 by any  legal or  administrative  action or  prohibited  by any
                 applicable law.

          For purposes of this paragraph,  the term "gross sales" shall mean all
sales whether for cash or upon credit and without  regard to whether  collected,
made by  Franchisee in the operation of the business  licensed  hereunder,  less
discounts  and  allowances,  if any, and returns of products  and the like,  and
excluding any sales tax or other taxes (but not  excluding  sales or other taxes
normally  constituting  a part of a product's  posted price) imposed on the sale
price and collected from the customer.  The monthly franchise fee payments to be
made as provided  for by this  Section  shall be remitted to the Company  within
twenty (20) days following the end of each month.

     5.   ADVERTISING FEE:

          In addition to the franchise consideration to be paid under Section 4,
Franchisee  shall pay to the Company an advertising  fee within twenty (20) days
after the end of each  calendar  month equal to five tenths of one percent (.5%)
of gross sales of the franchise for the month for which payment is to be made.

          Gross sales for  purposes of this  Section 5 shall mean gross sales as
defined in Section 4 hereof.

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          Company  shall  deposit  all  advertising  fees  paid  hereunder  in a
cooperative  advertising fund. The Company shall also contribute to said fund an
amount in respect to each Company-owned STUCKEY'S PECAN SHOPPE store computed in
the same manner as the advertising  fee paid by the Franchisee.  Such fund shall
be used  exclusively in the advertising and promotion of STUCKEY'S PECAN SHOPPES
and STUCKEY'S  products and services  rendered  thereat.  The Company shall have
responsibility  for the creation and execution of all  advertising and promotion
supported by such fund.

          Franchisee  may  engage,  at  its  own  expense,  in  advertising  and
promotional  programs of its own;  provided,  however,  that all advertising and
promotional  material  proposed by  Franchisee  shall be approved by the Company
prior to use.

     6.   COMPANY OBLIGATIONS AND STANDARDS OF QUALITY AND OPERATIONS:

          During the term of this  Agreement,  the  Company  shall  provide  the
following to Franchisee:

          (a)    Standard plans and  specifications  for physical  improvements,
                 such as fixtures,  furnishings,  signs and the like, and design
                 and layout for Franchisee's store;

          (b)    Training in the operation of a STUCKEY'S PECAN SHOPPE,  as more
                 specifically covered in Section 9;

          (c)    Accounting forms for reporting  transactions and financial data
                 as required by this Agreement;

          (d)    A copy of all of the Company's  current  manuals  affecting the
                 operations of Franchisee's  STUCKEY'S  PECAN SHOPPE,  including
                 its Operating, Food Service, and Petroleum Service Manuals.

          During  the  term of  this  Agreement,  the  Company  shall  determine
specifications,  standards and  operating  procedures  for the  STUCKEY'S  PECAN
SHOPPES,  including  standards  for  products  used or sold in  STUCKEY'S  PECAN
SHOPPES,  standards of service,  standards for  furnishings  and equipment,  and
standards specifically for:

          (i)    The safety, maintenance,  cleanliness,  function and appearance
                 of the Franchisee's premises, including fixtures, equipment and
                 signs;

          (ii)   The general  appearance and demeanor of employees,  their dress
                 and uniforms;

          (iii)  The quality,  style and other  characteristics  of  merchandise
                 carried  for  sale,  and  bags,   boxes  and  other   packaging
                 materials;

          (iv)   Days of  operation  and  minimum  hours  per day  during  which
                 Franchisee's  store will be open for  business,  which  minimum
                 hours per day shall be from 7:00 AM to 8:00 PM from  April 1 to
                 October 31 and from 7:00 AM to 6:00 PM from November 1 to March
                 31;

          (v)    Advertising and promotion;

          (vi)   Accounting and reporting forms and use thereof;

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          (vii)  Recordkeeping;

          (viii) Extension of credit and acceptance of credit cards;

          (ix)   Use and  illumination of exterior and interior signs,  posters,
                 designs and similar items;

          (x)    Compliance with government regulations;

          (xi)   The  handling of returns of product by  customers  and customer
                 complaints and adjustments.

          The Company shall keep  Franchisee  informed of all such standards and
Franchisee agrees to comply with them. Company agrees to use its best efforts to
secure  adherence to these  standards by all STUCKEY'S  PECAN  SHOPPES,  whether
Company-owned  or franchised,  all for the purpose of attaining and  maintaining
uniformity of the  distinguishing  characteristics of the STUCKEY'S PECAN SHOPPE
system.

     7.   PURCHASE OF TRADEMARK PRODUCTS:

          Company will sell to Franchisee,  subject to the availability thereof,
all products which it  manufactures  and  distributes  for sale in its STUCKEY'S
PECAN SHOPPE system bearing a Proprietary Mark. Franchisee will purchase,  stock
and offer for sale as many lines of such product as reasonably  practicable,  it
being the purpose of this  provision to assure that all STUCKEY'S  PECAN SHOPPES
are (i) supplied with STUCKEY'S products,  and (ii) identified with the national
image of the  STUCKEY'S  PECAN  SHOPPE  system  and the  products  and  services
available  therein.  Franchisee shall have the obligation to develop and promote
diligently the sale of STUCKEY'S products and services.

          Franchisee  will not sell  under  the  franchise  granted  herein  any
products  manufactured  or sold by others  unless the same are  approved  by the
Company,   which  approval  the  Company  shall  not  unreasonably  withhold.  A
Franchisee  desiring to sell products and services or to use supplies other than
those  offered by the Company  shall  submit  samples  thereof to the Company in
accordance with procedures  established by the Company. The Company shall advise
Franchisee  of  its  approval  or  rejection  within  forty-five  (45)  days  of
Franchisee's  submittal of a request for  approval.  Any  rejection  shall be by
notice in writing to  Franchisee.  An approval  shall be deemed  given after the
expiration of the forty-five (45) days referred to above.

     8.   COMPANY TRADEMARKS:

          Franchisee  acknowledges the validity and the ownership in the Company
of the Proprietary Marks and designs employed by the Company in the operation of
STUCKEY'S PECAN SHOPPES.  Franchisee  agrees to use such  Proprietary  marks and
designs only as permitted by the Company.  All good will developed in conducting
the business of the STUCKEY'S PECAN SHOPPE covered by this Agreement shall inure
to the benefit of the Company.

     9.   TRAINING:

          The Company shall provide a training  program for Franchisee,  and the
Franchisee,  or the person engaged by Franchisee to be manager from time to time
of the STUCKEY'S  PECAN SHOPPE  licensed by this  Agreement,  shall  participate
therein,  unless excused by the Company. Such person, upon successful completion

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of the training  program,  shall be certified as having  successfully  completed
said program.  Company reserves the right to refuse to certify a person who does
not successfully  complete the training program.  No person who is not certified
by the Company  shall serve as manager of a STUCKEY'S  PECAN  SHOPPE,  including
that operated pursuant to this Agreement.

          Expenses  incurred by the  Franchisee,  including  transportation  and
living expenses,  wages and other employee costs, during training shall be borne
by  Franchisee;  but no charge  shall be made by Company to  Franchisee  for the
training program so provided.

     10.  RIGHT TO INSPECTION OF PREMISES:

          Company shall have the right at all times during  Franchisee's  normal
business hours to enter upon Franchisee's  premises and to inspect  Franchisee's
facilities and operations to determine and assure  compliance  with standards of
quality and service  prescribed  by Company.  Company  shall make  available  to
Franchisee within a reasonable period of time a report of such inspection.

          Company  shall  have the right to remove  from the  premises,  without
liability for trespass or other tort, any items that are not in conformance with
this Agreement and with applicable current standards and specifications.

     11.  LAWS AND ORDINANCES:

          Franchisee  shall have the  obligation  to operate  and  maintain  its
business and premises in compliance with all applicable laws and ordinances, and
shall give assurances thereof to Company upon request.

     12.  SALES STAFF:

          Franchisee shall maintain an adequate staff of sales people and clerks
and  shall  maintain  a  manager  of the  store  who  shall  meet the  standards
prescribed by Company for managers.

     13.  BUILDING, CONSTRUCTION AND MAINTENANCE:

          Franchisee shall undertake no reconstruction or material alteration of
its  STUCKEY'S  PECAN  SHOPPE  structure  without  the  written  approval of the
Company,  which  approval  shall not be  unreasonably  withheld.  Withholding of
approval  hereunder  of a  reconstruction  or  material  alteration  not meeting
applicable  standards of the Company at the time such reconstruction or material
alteration is to be done shall be deemed not unreasonably  withheld.  Franchisee
shall keep all  structures in good repair and well painted and decorated  inside
and outside. It shall at all times maintain the premises, including the interior
and exterior of buildings, salesroom, restrooms, storerooms, and service station
in a clean, orderly, and sanitary condition satisfactory to Company.  Franchisee
shall  not  maintain  or  erect  on  the  Premises  any  outbuildings,   storage
facilities,  trailers, and the like, without the approval of the Company; and in
the  event  of  approval,  then  only  consistent  with the  conditions  of such
approval.

     14.  BUILDING REFURBISHING:

          In addition to regular maintenance, Franchisee agrees to refurbish the
store in which  Franchisee  operates as the Company  may  require,  from time to
time, to maintain or improve appearance and efficient  operations.  For purposes
of this  Section,  refurbishing  shall  include (i)  replacement  of worn out or
obsolete fixtures,  equipment and signs, (ii) substitution or addition of new or
improved  fixtures,  equipment and signs,  (iii)  redecorating and repair of the

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interior  and exterior of the  premises  and repair and  resurfacing  of parking
facilities,  and (iv)  modification of design and layout,  including  structural
modifications and remodeling.

     15.  SIGNS:

          Franchisee  shall  prominently  display on said  premises  advertising
signs of such nature,  form, color,  number,  location and size, and composed of
such material, as the Company shall direct or approve in writing.

          In the event the Company  disapproves  of any  Franchisee's  sign, the
Company shall give written notice to such Franchisee explaining why such sign is
not  satisfactory to Company,  and if such  disapproved sign is not corrected to
Company's  satisfaction  within a reasonable period of time after written notice
is received by the  Franchisee,  provided  that the Company  disapproval  is not
unreasonable,  then Company  shall have the right to enter upon the premises for
the purpose of removal thereof without paying therefor and without being thereby
deemed guilty of or liable for trespass or any other tort.

          In  order  to  enhance  the  advertising  of the  franchise  business,
Franchisee  shall  maintain  off  premises  a  reasonable  number of road  signs
satisfactory  to the Company.  Franchisee  shall incur all costs for such signs,
including, but not limited to, the construction,  maintenance, and insurance for
such signs.

     16.  ACCOUNTING AND FINANCIAL RECORDS:

          Franchisee  shall keep  accurate,  complete and  up-to-date  books and
records  regarding  sales,  inventory,  profit  and  loss  from  operations  and
financial standing of the Franchisee,  and will permit the Company during normal
business hours to inspect such books and records.  Franchisee  shall submit with
each continuing  royalty  payment under Section 4, a true,  correct and complete
statement of gross sales for the period for which payment is submitted, on forms
or in a manner prescribed by the Company.

          In order to further the maintenance of a uniform accounting system and
practice,  Company shall advise and assist in setting up Franchisee's  books and
records,  at no extra  charge  to the  Franchisee.  Franchisee  will  permit  an
examination of his accounts,  books and records to be made by the Company,  or a
person  designated  by the  Company,  at such time or times as the  Company  may
designate  in  writing.  A copy of a  report  of any such  examination  shall be
furnished to the Franchisee.  In the event that the books and records of account
of the Franchisee are maintained by the Company on behalf of the Franchisee, the
obligation of the Franchisee under this paragraph shall be deemed to be met.

          The Company may, at Franchisee's request,  agree to keep the books and
records of  Franchisee.  In such event,  Franchisee  shall execute the Company's
Accounting  Service  Agreement  which  shall  be  deemed,  while  in  effect,  a
supplement to this Agreement.

     17.  INSURANCE:

          Franchisee  shall  purchase  and keep in force during the term of this
Agreement adequate insurance covering the business  operations of the franchise,
which insurance shall be in amounts and with carriers acceptable to the Company.
Such insurance shall include Stuckey's, Inc. as named insured.  Franchisee shall
file with the Company  appropriate  certificates  of  insurance  and provide for
copies of all notices of renewal or cancellation to be sent to the Company.  The
insurance and minimum  amounts  required of the Franchisee by the Company are as
follows:

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          (a)    Comprehensive  general liability  insurance,  including product
                 liability coverage, of not less than $1,000,000.

          (b)    Vehicle  liability  insurance,  including  coverage of vehicles
                 that may be used by employees in  connection  with the business
                 of Franchisee, of not less than $1,000,000.

          (c)    Workmen's  Compensation  insurance and other insurance that may
                 be required by law applicable to  Franchisee's  business in the
                 jurisdiction where located.

     18.  CUSTOMER COMPLAINTS:

          Franchisee shall give Company immediate notice of any injury to person
or damage to property  occurring on Franchisee's  premises or arising out of the
operation of its business as a STUCKEY'S PECAN SHOPPE.  Franchisee will receive,
investigate and adjust all complaints,  whether received  directly by Franchisee
or forwarded to Franchisee  by the Company,  arising out of the operation of its
business,  all with a view to  securing  and  maintaining  the good  will of the
public  towards  STUCKEY'S  products and services.  Franchisee  shall  indemnify
Company  and save  Company  harmless  from and against all claims for damages to
person or  property  occurring  on  Franchisee's  premises or arising out of the
operation of Franchisee's business,  unless occurring as a result of a breach by
the Company of its obligations set forth in the next succeeding  section of this
Agreement.

     19.  PRODUCT WARRANTY:

          Company  warrants that all food products sold by it shall be as of the
date of delivery to Franchisee  neither  adulterated  nor misbranded  within the
meaning of the Federal  Food,  Drug and Cosmetic  Act, as amended,  and the pure
food laws and  ordinances  of the state or city in which  Franchisee is located,
and will be products which are not proscribed from  introduction into interstate
commerce under the Federal Food, Drug and Cosmetic Act.  Company shall indemnify
Franchisee and save  Franchisee  harmless and shall defend  Franchisee  from and
against any and all charges, actions and proceedings,  whether instituted by any
government  or any  private  individual  or entity,  on  account of any  alleged
adulteration or misbranding which is in violation of the foregoing warranty.

     20.  PETROLEUM PRODUCTS:

          It is an  integral  part  of the  style  and  format  of  business  of
STUCKEY'S PECAN SHOPPES to provide for the sale of petroleum  products.  Company
shall,  during the term  hereof,  provide  specifications  and  standards to the
Franchisee  for  the  operation  of  such   facilities  and  shall  render  such
supervision  as to  assure  compliance  therewith.  It shall  further  establish
procedures for the use of appropriate  credit cards in the purchase of petroleum
products  and shall  advise and keep  Franchisee  informed  thereof  and furnish
Franchisee with supplies to be used in such credit procedures.

          Arrangements for the supply of petroleum  products,  and all purchases
of petroleum products,  shall be through the Company, unless otherwise permitted
by the Company.  The Company  shall extend its best efforts to procure  adequate
supplies of petroleum  products  meeting its standards and at the best available
prices.  It is a principal  purpose of this Paragraph that the provision  herein
and the comparable provision in other franchise agreements with other Stuckey's,
Inc.  franchisees  together with purchases made for Company-owned  stores,  will
enable  Company to obtain  adequate  supplies  of  petroleum  meeting  Company's
standards  and to obtain such  products at prices  favorably  affected by volume
purchases.

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          In the event of  shortages  of  petroleum  products,  the Company will
endeavor to allocate  available  supplies  in an  equitable  manner so as not to
favor one franchise store over another franchise store or a Company-owned  store
over a franchise store; provided,  however, that nothing herein shall affect the
obligation of the Company to comply with any statute or  regulation  that may at
the time of any allocation pertain to the allocation of petroleum products.

     21.  TERM OF AGREEMENT AND TERMINATION:

          Unless  terminated  as  otherwise  herein  provided,  the term of this
Agreement shall be for ten (10) years from the date hereof,  and may be extended
thereafter  at the option of the  Franchisee  for  successive  terms of five (5)
years  upon  Franchisee  giving at least  ninety  (90) days'  written  notice of
extension  prior  to the end of the  term of  this  Agreement  or the end of any
extended term hereof,  provided that  Franchisee  shall not be in default of any
provision of this  Agreement,  and  provided,  further,  that  Franchisee  shall
execute  Company's  then current  standard form franchise  agreement,  which may
include higher percentage royalty and advertising fees than provided for herein.

          Notwithstanding the provisions of the foregoing paragraph,  Franchisee
may  terminate  this  Agreement at any time by giving  Company  sixty (60) days'
written notice of  termination,  and the Company may terminate this Agreement at
any time by giving  twelve (12) months'  written  notice of  termination  to the
Franchisee or by giving written notice of termination to the Franchisee upon any
of the following conditions:

          (a)    The  filing of a  petition  in  bankruptcy  by or  against  the
                 Franchisee, or any partner if the Franchise is a partnership;

          (b)    The making of an assignment for the benefit of creditors or the
                 institution of any proceeding under any state insolvency law by
                 the   Franchisee,   or  any  partner  if  the  Franchise  is  a
                 partnership;

          (c)    The breach by Franchisee of any obligation of Franchisee  under
                 this  Agreement  and the failure of the  Franchisee  to correct
                 such breach to the  satisfaction of the Company upon demand and
                 within thirty (30) days thereafter.

          Waiver,  however occurring,  by the Company of any specific default by
the Franchisee shall not affect or impair the Company's rights in respect to any
subsequent default whether of the same or a different kind. No delay or omission
of the Company to exercise  any right  arising  from a default  shall  affect or
impair the Company's  rights as to any such default or a future default.  In the
event any  bankruptcy  or insolvency  proceeding  involves less than all parties
constituting  the Franchisee,  the Company shall not have the right to terminate
this  Agreement  as to the parties  involved in such  bankruptcy  or  insolvency
proceeding,  provided said other  parties elect in writing,  within a reasonable
period of time after the filing of any such bankruptcy or insolvency proceeding,
to continue the STUCKEY'S PECAN SHOPPE established  pursuant hereto and agree to
the terms and provisions of this Agreement for the unexpired term thereof.

     22.  ASSIGNMENT:

          Franchisee shall not sell,  transfer or assign this Agreement,  or any
interest herein, and shall not sell, transfer,  assign, lease or sublet or offer
to sell,  transfer,  assign or  sublet  (except  as  security  for  indebtedness
incurred in connection with the business being conducted hereunder) any interest
in the premises,  or any part thereof,  used in the operation of this franchise,
or in the business thereon conducted, or in any equipment or furnishings located
thereon which are standard to STUCKEY'S  PECAN  SHOPPES,  without first offering

                                       -9-
<PAGE>
the same to the  Company  in writing at a stated  price and upon  stated  terms,
which offer the Company may accept  within  sixty (60) days,  and if the Company
does not accept such offer  within the sixty day  period,  then  Franchisee  may
within the sixty days thereafter,  sell, transfer,  assign, lease or sublet such
interest as the case may be, but not at a lower price or on more favorable terms
than  offered  to the  Company;  provided,  however,  that  no  sale,  transfer,
assignment, lease or subletting to a third party shall be made without the prior
written consent of the Company,  which consent the Company will not unreasonably
withhold,  and provided further that it shall not be deemed unreasonable for the
Company to  withhold  its consent to a sale,  transfer,  or  assignment  of this
Agreement,  or any interest herein, if the transferee shall not agree in writing
to take subject to the terms and  provisions of this Agreement for the unexpired
term hereof. Notwithstanding the foregoing,

          (i)    If Franchisee  hereunder  constitutes more than one individual,
                 corporation,  partnership or other entity,  and any one thereof
                 shall have the right to sell, transfer, assign, lease or sublet
                 any interest in the premises on which the franchise is located,
                 any interest in the  franchise  itself,  or any interest in the
                 building, inventory,  equipment,  furniture or furnishings used
                 for the  business  of the  franchise  to any other  individual,
                 corporation,  partnership  or other  entity who, at the time of
                 such sale,  transfer,  assignment,  lease or subletting is also
                 one of the individuals,  corporations,  partnerships,  or other
                 entities constituting the Franchisee under this Agreement;

          (ii)   Franchisee,  or any individual Franchisee if Franchisee is more
                 than one person,  may, during his lifetime,  give to any trust,
                 person, corporation or other Donee any interest in the premises
                 on  which  the  franchise  is  located,  any  interest  in  the
                 franchise itself,  or any interest in the building,  inventory,
                 equipment, furniture or furnishings used in the business of the
                 Franchisee  or such  individual;  provided,  however,  that the
                 Donee  agrees  in  writing   addressed  to  Company   within  a
                 reasonable  period of time  after  such gift to be bound by the
                 terms and provisions of this Agreement;

          (iii)  Any legatee or heir of the Franchisee or individual  Franchisee
                 if Franchisee is more than one person,  shall upon the death of
                 the  Franchisee  be  entitled  to  all  the  rights   hereunder
                 previously  held by the  Franchisee  or such member;  provided,
                 however,  that such legatee or heir agrees in writing  within a
                 reasonable  period of time after receiving any such property to
                 be bound by the terms and provisions of this Agreement;

          (iv)   If Franchisee is not a corporation,  Franchisee may incorporate
                 its business  and may assign its interest in this  Agreement to
                 such corporation provided that Franchisee shall be the owner of
                 at  least  fifty-one   percent  (51%)  of  the  stock  of  such
                 corporation  and that the  activities  of the  corporation  are
                 confined  exclusively  to the operation of the STUCKEY'S  PECAN
                 SHOPPE  hereby   licensed.   In  the  event   Franchisee  is  a
                 corporation,   or  becomes  a  corporation   and  assigns  this
                 Agreement to said corporation,  then at any time that person(s)
                 other  than  Franchisee   become  directly  or  indirectly  the
                 owner(s) or controller(s) of said  corporation,  this Agreement
                 shall  immediately  become terminable at the option of Company.
                 Further, in the event Franchisee is a corporation, it shall not
                 be  deemed a breach  of this  section  for any  shareholder  in
                 Franchisee  to sell,  assign or transfer any shares to a member
                 of his immediate family.

                                      -10-
<PAGE>
          No assignment  or transfer  permitted by this Section 22 shall be made
without prior written advice thereof to the Company.

     23.  OBLIGATIONS AFTER TERMINATION:

          Upon the sale by  Franchisee  of the premises to the Company,  or to a
third party under the provisions of the preceding  section,  the obligations and
rights of this Agreement shall terminate, except in regard to the obligations of
Franchisee to take action or to sustain from taking action after the termination
of this Agreement and the payment of all outstanding accounts.

          In the event of  termination  of this  Agreement  without a concurrent
assumption  of  Franchisee's  obligations  hereunder  by an  assignee  or  other
successor in interest as permitted by this Agreement, the Company shall purchase
from the Franchisee and the Franchisee shall sell to the Company:

          (a)    All merchandise of Franchisee  that is in a saleable  condition
                 and was  manufactured,  distributed  and/or  packed  under  the
                 STUCKEY'S  name,  at  Franchisee's   net  cost,   exclusive  of
                 transportation charges;

          (b)    Electrically  lighted STUCKEY'S signs displayed on the building
                 or  elsewhere  on the  premises  that were  purchased  from the
                 Company,  and the purchase price to be paid by Company shall be
                 the price originally paid by the Franchisee to the Company less
                 ten percent (10%) depreciation per year, and with consideration
                 given to the condition of the sign, with  particular  regard to
                 unusual deterioration, if any.

          Upon the termination of this Agreement for whatever reason, Franchisee
shall  immediately  cease to be a STUCKEY'S PECAN SHOPPE.  Franchisee  shall not
thereafter  represent or hold itself out as such;  shall  discontinue use of the
name  STUCKEY'S  or  any  name  visually  or  phonetically  similar;  and  shall
discontinue  at the  above  described  premises  the  use of  all  trade  names,
trademarks,  service marks, signs, structures and form of advertising indicative
of a STUCKEY'S  PECAN SHOPPE,  or the business or products  thereof,  and in the
event said  premises  are not  purchased  by the  Company,  or are not used with
permission  of Company by another in the business of a STUCKEY'S  PECAN  SHOPPE,
Franchisee  shall make such changes in signs or buildings so as  effectively  to
distinguish it from its former use and from other STUCKEY'S PECAN SHOPPES.

          If, upon  termination,  Franchisee  shall remain in  possession of the
premises  occupied by the  STUCKEY'S  PECAN  SHOPPE  covered by this  Agreement,
Franchisee  shall make  reasonable  modifications  to the  exterior and interior
decor  thereof  as Company  deems  required  to  eliminate  identification  as a
STUCKEY'S PECAN SHOPPE.  In the event of Franchisee  failing to comply with this
obligation, Company shall have the right to enter upon Franchisee's premises and
made such  modification,  provided the Company acts in a reasonable  manner; and
neither  such entry or the making of such  modification  shall be a trespass  or
other illegal act of the Company.

          If Franchisee,  after  termination of this Agreement,  shall refuse or
neglect to keep or perform the  provisions  of this  Section,  Franchisee  shall
reimburse Company for all costs, attorneys' fees, and other expenses incurred in
connection  with legal actions to require  Franchisee to comply herewith and, in
addition, Franchisee shall pay to Company the sum of $500 per day as damages for
all the time that Franchisee  displays the name STUCKEY'S on outdoor advertising
or on a sign at the front of or on the building after thirty (30) days after the
termination date.

                                      -11-
<PAGE>
     24.  COVENANT NOT TO COMPETE:

          While this Agreement is in effect,  Franchisee shall not engage in any
business  the same as or  similar  to the  business  covered  by this  Agreement
located within the area set forth in Section 3.

     25.  FRANCHISEE NOT AN AGENT OR LEGAL REPRESENTATIVE OF COMPANY:

          This Agreement shall not constitute  Franchisee the agent or employee,
or legal  representative of the Company for any purpose whatsoever.  The Company
and the  Franchisee  are not and shall not be considered  as joint  venturers or
partners or as agents of each other. No representations  shall be made by either
party that would  create an apparent  agency,  and neither  party shall have the
power to bind or obligate the other except as provided in this Agreement.

     26.  NOTICES:

          Any notice  required to be given by either party to the other under or
in connection with this Agreement  shall be in writing and delivered  personally
or by certified or registered  mail,  return  receipt  requested,  with adequate
postage  thereon.  Notices to Franchisee  shall be directed to Franchisee or his
representative  at Franchisee's  place of business.  Notices to Company shall be
directed to the President,  Stuckey's, Inc., 4501 Circle 75 Parkway, Suite 6360,
Atlanta, Georgia 30339.

     27.  SEVERABILITY:

          If any provision of this Agreement shall be construed to be illegal or
invalid,  the validity of the remaining  portions of this Agreement shall not be
affected thereby.

     28.  ARBITRATION:

          The Company  encourages the existence of a franchise  association and,
with  Franchisee,  acknowledges  the existence of the Franchise  Advisory  Board
(F.A.B.) as the franchise  association of Stuckey's franchises as of the date of
this  Agreement.  The  parties  desire  to  submit,  hear  and  resolve  through
arbitration,  certain  matters which may become issues of  controversy  with the
assistance of the F.A.B.  Accordingly,  in the event of any controversy  between
Company and  Franchisee  regarding  alleged  violations of Company  standards of
operations and service, including store standards,  image, condition of premises
and demeanor of store personnel,  the parties agree to submit the controversy to
arbitration  before an Arbitration  Committee.  The Arbitration  Committee shall
consist  of five  persons,  two  franchisees  appointed  by the  F.A.B.  and two
appointed  officials of the Company appointed by the Company,  and the President
of the Company or his designee from the Company.

          The party  initiating the arbitration  proceedings  shall give written
notice to the other party indicating such party's desire to arbitrate, the issue
in dispute, and the reasons therefor.  The two arbitrators selected shall within
ten (10) days  select a chairman  and the  chairman  shall  within a  reasonable
period of time  select a site  located  in the area set forth in Section 3 for a
hearing.  Except as  otherwise  expressly  provided,  the  proceedings  shall be
conducted  in  accordance  with  the  rules  then  prevailing  of  the  American
Arbitration Association.

          Judgment  upon an  award of a  majority  of the  arbitrators  shall be
binding  and may be  entered  in any  court  having  jurisdiction  thereof.  The
Franchisee  and the Company  shall bear equally all expenses of the  arbitration
proceeding.

                                      -12-
<PAGE>
     29.  REBATES:

          In the event the Company purchases product on behalf of Franchisee and
receives  any rebate or discount in respect to the  purchase,  Company will pass
through the full amount of such rebate or discount to the Franchisee.

     30.  GENERAL:

          This Agreement  cancels and  supersedes any and all other  agreements,
oral or written, among the parties with respect to any subject matter hereof and
contains all covenants and agreements between the parties with respect thereto.

          No change in,  addition to or erasure of any  printed  portion of this
Agreement  (except  filling in blank  lines)  shall be valid or binding upon the
Company unless the same is approved in writing by the President of the Company.

          No agreement  between the parties which is at variance with any of the
provisions of this Agreement or which imposes  definite  obligations upon either
party not  specifically  imposed by this  Agreement  or which is  intended to be
effective or performed  following  the  expiration  or the  termination  of this
Agreement and imposes  obligations or extends the time for  performance  thereof
other than as  provided in this  Agreement  shall be binding  upon either  party
unless executed by Franchisee and the President or Vice President of Company.

STUCKEY'S, INC.

By /s/ Don Barnes
   ----------------------------------
   Don Barnes, President

STATE OF GEORGIA  )
                  ) ss
COUNTY OF COBB    )

     Before me on this 3rd day of August,  1982,  personally appeared Don Barnes
to me  known  to be the  persons  who  executed  the  foregoing  instrument  and
acknowledged same to be their free act and deed.

                                        /s/ Janice Wingham
                                        ----------------------------------------
                                        Notary Public

                                        My Commission Expires: 10-25-85

BOWLIN'S, INC.

/s/ Michael L. Bowlin, Exec. V.P.
------------------------------------
MICHAEL L. BOWLIN

Monica A. Bowlin, Secretary
------------------------------------
MONICA A. BOWLIN

                                      -13-
<PAGE>
STATE OF NEW MEXICO  )
                     ) ss
COUNTY OF BERNALILLO )

     Before  me on this  14th  day of July, 1982,  personally  appeared  M.L.
Bowlin, Ex. V.P. & Moncia A. Bowlin, Secretary to me known to be the persons who
executed the foregoing instrument and acknowledged same to be their free act and
deed.


                                        /s/ Nina Pratz
                                        ----------------------------------------
                                        Notary Public

                                        My Commission Expires: 6/30/83

                                      -14-
<PAGE>
                             [STUCKEY'S LETTERHEAD]

Date: September 8, 1982                                              cc: Ron Fox
Subject: Addendum to Franchise Agreement
From: Don Barnes
To: Mike Bowlin

The Addendum to the  Stuckey's  Franchise  Agreement  has been  received;  which
includes the  interpretations  and comments on that particular document that you
have asked me to sign in connection with the Edgewood, New Mexico store. Subject
to the following remarks, I am returning that document to you executed on behalf
of Stuckey's, Inc.

As the caption to the  document  sets  forth,  it is  acknowledged  that it is a
statement of interpretation  and comment on certain  provisions in the franchise
agreement.  They are reflective of the conversations we had on March 24 and July
6, 1982. Paragraphs 3, 4 and 6 are acknowledged as amendments and paragraph 7 as
a  direction  instructs  to whom  notices  are to be sent when sent to  Bowlin's
Incorporated.

I would like to expand  somewhat on your  paragraph 3 by simply  stating  that a
principal purpose of Article 7 of the franchise agreement is to maintain general
uniformity in the image of a Stuckey's  Pecan Shoppe as perceived by the public.
That is a principal reason behind the standard  agreement  requiring approval of
products for  marketing in Stuckey's  Pecan  Shoppes  which are other than those
offered by the company.  Products  totally  foreign to the business of Stuckey's
may adversely affect its image in the public and therefore,  its goodwill, which
Stuckey's,  Inc. must protect against. With this concept in mind, in addition to
what you say in your  paragraph,  I have no  objections to the  modification  as
included in your paragraph 3.

If you have any  questions or need further  assistance  with  understanding  the
spirit and intent of our agreement, I'd welcome the opportunity to discuss them.

/s/ DB

DB/rw

Enc.

                                      -15-
<PAGE>
                         ADDENDUM TO FRANCHISE AGREEMENT

                INTERPRETATION AND COMMENT ON CERTAIN PROVISIONS
              IN STUCKEY'S, INC., FRANCHISE AGREEMENT AS DISCUSSED
               AND AGREED UPON IN TWO (2) TELEPHONE CONVERSATIONS
             BETWEEN FRANCHISEE AND COMPANY HELD ON MARCH 24, 1982,
                              AND ON JULY 6, 1982.

1.   Page 3, Article 4, FRANCHISE CONSIDERATION,  describes the terms of payment
     by Franchisee of the  Franchise  Fee. On July 6, 1982,  the Company and the
     Franchisee  discussed  this  provision of the  agreement at some length,  a
     summary of that  discussion  follows:  The Franchisee  informed the Company
     that it was the intent of the  Franchisee  to continue  to dispense  Texaco
     gasoline products at the Edgewood, New Mexico, Stuckey's Store. The Company
     agreed to allow the Franchisee to continue to dispense  Texaco  products at
     that location,  and the Company further agreed to pay to the Franchisee the
     rebate of $0.0355 per gallon of Texaco gasoline  products  dispensed by the
     Franchisee at that location: The Company also agreed that this rebate shall
     be paid monthly,  by the Company,  within a reasonable  time  following the
     receipt of the rebate for the  preceding  month by the Company from Texaco:
     Further,  the  Company  emphasized  that,  as  provided  by  the  Franchise
     Agreement on Page 15, Article 29,  Rebates,  the Company shall pass through
     to the Franchisee  the Texaco rebate and any and all additional  rebates or
     discounts as they are received.

2.   Page 4,  Article  5,  ADVERTISING  FEE,  provides  for the  payment  by the
     Franchisee  of five tenths of one percent  (.5%) of the monthly gross sales
     to the Company as an advertising fee. Again,  referencing the discussion of
     July 6, 1982, between the Company and the Franchisee, the Company suggested
     that at some future date,  one-half of this advertising fee may be returned
     to the  Franchisee  to be used to improve the outdoor  advertising  program
     that  the  Franchisee  utilizes:   The  Franchisee   acknowledges  that  no
     commitment was made by the Company  concerning this fee, but the Franchisee
     encourages  the  Company to return a portion of this fee in the belief that
     doing so would be in the best interests of the organization.

3.   Page 6, Article 7, PURCHASE OF TRADEMARK PRODUCTS,  states, in part, that a
     Franchisee  desiring  to sell  products  other  than  those  offered by the
     Company  must  submit  samples and allow  forty-five  (45) days for Company
     approval.  After a discussion held on March 24, 1982,  concerning a similar
     provision in another franchise agreement,  it was mutually agreed that this
     requirement  be waived.  Franchisee  asks  Company to waive this  provision
     also,  subject to the following:  Both  Franchisee and Company  acknowledge
     that the intent of this section is to prevent the  introduction of directly
     competing products that are otherwise identical to the trademarked products
     supplied by the Company. Further, Franchisee hereby agrees not to introduce
     such identical  products or business format not consistent with a Stuckey's
     Pecan Shoppe without approval of the Company.

4.   Page 7, Article 13, BUILDING,  CONSTRUCTION,  AND MAINTENANCE,  states,  in
     part, that no alteration of an existing  Stuckey's  Pecan Shoppe  structure
     shall be undertaken without written approval of the Company. As a result of
     the discussion mentioned above in Item 3 of this Addendum,  it was mutually
     agreed that written  approval is not needed for the changing or altering of
     the  display  sales areas of the store as long as such  alterations  do not
     involve the relocating of fixed  partitions or walls, or other  substantial
     structural  changes.  Franchisee asks Company to also accept this provision
     for this Addendum.

5.   Page 9, Article 20, PETROLEUM PRODUCTS, states, in part, that Company shall
     attempt to supply  adequate  supplies of gasoline  products to  Franchisee.
     Franchisee  merely  desires to remind  Company that  Franchisee  intends to

                                      -16-
<PAGE>
     continue to dispense  Texaco  gasoline  products as supplied by Company and
     expects any discount or rebate that the Company may receive from Texaco for
     such products to be passed on to the Franchisee.

6.   Page 13, Article 24, COVENANT NOT TO COMPETE, states that, Franchisee shall
     not engage in any similar  business covered by the Agreement within an area
     set forth in  Article 3 of the  Franchise  Agreement.  The area  covered by
     Article 3 of the Franchise Agreement includes a store location at which the
     Franchisee  presently  operates  a  similar  business.  The  store  and its
     location are: Bowlin's Flying "C" Ranch, which is located  approximately 48
     miles East of the Edgewood  Stuckey's  Store on Interstate  40.  Franchisee
     expects that the Company,  by being hereby informed of the existence of the
     above  mentioned   competing  business  owned  by  the  Franchisee,   shall
     acknowledge that the existence of this similar and competing business shall
     not violate Article 24, or any other provisions of the Franchise Agreement,
     and further, that any "covenants not to compete" contained in the Franchise
     Agreement are hereby waived with respect to the business mentioned herein.

7.   Page 14,  Article 26,  NOTICES,  states,  in part,  that  notices  shall be
     directed  to  Franchisee  at his place of  business.  For  purposes of this
     Agreement,  the  primary  place  of  business  for  the  Franchisee  is the
     corporation   office  in   Albuquerque,   New   Mexico.   All  notices  and
     communication  of any kind  must be sent  to:  Bowlin's  Incorporated,  136
     Louisiana N.E., Albuquerque, NM 87108.

8.   Page 15,  Article  29,  REBATES,  provides  that any  rebates or  discounts
     received by the Company for products  purchased on behalf of the Franchisee
     shall be passed  through to the  Franchisee.  Franchisee  again  desires to
     remind the  Company  that the  Franchisee  intends to  continue to dispense
     Texaco gasoline products, and the Franchisee expects to receive any and all
     rebates or discounts in full.

9.   Page 15, Article 30,  GENERAL,  states that no changes in, or additions to,
     the Franchise  Agreement shall be binding upon either party unless executed
     in writing by both the  Franchisee  and the President or Vice  President of
     the Company.  Franchisee therefore requests that Company sign this Addendum
     to Franchise  Agreement  and that this  Addendum  shall be attached to, and
     become  part of, that  Agreement.  Further,  that no other  changes in this
     agreement  shall be binding  unless  acknowledged  in writing and signed by
     both parties.

STUCKEY'S                               BOWLIN'S INCORPORATED


By /s/ Don Barnes                       By /s/ Michael L. Bowlin
   ---------------------------------       -------------------------------------
   DON BARNES, PRESIDENT                   MICHAEL L. BOWLIN
                                           EXECUTIVE VICE PRESIDENT

                                      -17-
<PAGE>
STATE OF GEORGIA )
                 ) ss
COUNTY OF COBB   )

     Before  me on this 8th day of  September,  1982,  personally  appeared  DON
BARNES to me known to be the persons who executed the foregoing  instrument  and
acknowledged same to be their free act and deed.

                                        /s/ Marilyn Ann Lank
                                        ----------------------------------------
                                        Notary Public

My Commission Expires: Notary Public, Georgia, State at large
                       My Commission Expires October 28, 1985

STATE OF NEW MEXICO  )
                     ) ss
COUNTY OF BERNALILLO )

     Before me on this 14th day of July,  1982,  personally  appeared Michael L.
Bowlin,  Exec.  V. P. to me known to be the persons who executed  the  foregoing
instrument and acknowledged same to be their free act and deed.


                                        /s/ Nina J. Pratz
                                        ----------------------------------------
                                        Notary Public

My Commission Expires: 6/30/83

                                      -18-
<PAGE>
                         PERSONAL GUARANTY AND INDEMNITY

     THIS  GUARANTY  AND  INDEMNITY  is made by MICHAEL L.  BOWLIN and MONICA A.
BOWLIN of 136 LOUISIANA NE, ALBUQUERQUE, NEW MEXICO, 87108, hereinafter referred
to individually and collectively as "Guarantors";

     As an  inducement  for  Stuckey's  Inc.,  a  Delaware  corporation,  herein
referred to as "Stuckey's", to extend credit to _________________________ herein
referred  to as  "Franchisee",  in the  course of  selling  supplies  and making
purchases  of  petroleum  products  and  other  materials  for the  Franchisee's
account, Guarantors represent, warrant, and agree as follows:

     1. Guarantors do hereby absolutely and  unconditionally  guarantee the full
and  complete  performance  by  Franchisee  of  all  the  terms,  covenants  and
conditions of the Franchise Agreement between Stuckey's and Franchisee,  whether
entered  into  contemporaneously  with  this  Guaranty  or not,  and do  further
guarantee the payment of all amounts due Stuckey's from Franchisee.

     2.  Guarantors do agree to indemnify and hold  Stuckey's  harmless from and
against all liability, losses, damages, costs and expenses (including reasonable
attorneys'  fees)  suffered  or  incurred  by  Stuckey's   arising  out  of  the
Franchisee's failure to pay any and all amounts due third parties.

     3. Guarantors  within ten days of receipt of written demand from Stuckey's,
shall  pay to  Stuckey's  any  and  all  losses,  damages,  costs  and  expenses
(including  reasonable  attorneys'  fees) suffered or incurred by Stuckey's as a
result  of  any  default  by  Franchisee  or the  breach  of  any  agreement  by
Franchisee.  Stuckey's  shall not be  required  to  exhaust  its legal  remedies
against Franchisee before making written demand of Guarantors.  If there is more
than one Guarantor, each makes this Guaranty both jointly and severally.

     4. Execution of this Guaranty and performance of its terms shall not result
in the breach of any term or  provision,  or  constitute  a default  under,  any
indenture,  mortgage, deed of trust, security agreement,  financial agreement or
contract to which Guarantors are a party or are otherwise bound.

     5. In the event the  Guarantors  shall pay to Stuckey's  any  obligation of
Franchisee as provided herein, Guarantors shall be subrogated to Stuckey's right
of  recovery  against  Franchisee  to the  extent  of any such  payment  made by
Guarantors.

     6. This  Guaranty  shall  inure to the  benefit  of  Stuckey's,  its parent
company,  Pet Incorporated,  their successors and assigns,  and shall be binding
upon Guarantors, their successors, assigns, heirs and legal representatives.

     7. Guarantors  expressly agree that this Guaranty and its provisions  shall
not be modified,  amended or waived in any manner  except by written  instrument
signed by Stuckey's.

                                      -19-
<PAGE>
     IN WITNESS  WHEREOF,  Guarantors  have executed and delivered this Guaranty
this 14th day of July, 19___________.


GUARANTORS:

MICHAEL L. BOLWIN                       /s/ Michael L. Bowlin
-----------------------------------     ----------------------------------------
                                        (Signature of Guarantor)


MONICA A. BOWLIN                        /s/ Monica A. Bowlin
-----------------------------------     ----------------------------------------
                                        (Signature of Guarantor's Spouse)


STATE OF NEW MEXICO  )
                     ) ss
COUNTY OF BERNALILLO )

     Before me on this 14th day of July,  1982,  personally  appeared MICHAEL L.
AND MONICA A. BOLWIN to me known to be the persons who  executed  the  foregoing
instrument and acknowledged same to be their free act and deed.


                                        /s/ Nina J. Pratz
                                        ----------------------------------------
                                        Notary Public

My Commission Expires: 6/30/83

                                      -20-