WITHDRAWAL AGREEMENT


     This  Withdrawal  Agreement  (this  "Agreement") is dated as of October 15,
1997, by and among U.S. Restaurant Properties, Inc., a Maryland corporation (the
"Company"),   U.S.  Restaurant   Properties  Master  L.P.,  a  Delaware  limited
partnership  ("USRP"),  U.S.  Restaurant  Properties  Operating L.P., a Delaware
limited  partnership (the "Operating  Partnership"  and, together with USRP, the
"Partnerships"), and QSV Properties, Inc., a Delaware corporation ("QSV").

                                    RECITALS:

     WHEREAS,  QSV is the  managing  general  partner of USRP and the  Operating
Partnership;

     WHEREAS, USRP is proposing to convert (the "Conversion") its structure from
being a limited  partnership  to being a  corporation  taxable as a real  estate
investment trust for federal income tax purposes;

     WHEREAS,  the Conversion  will be effected  through one of two  alternative
methods:  (i) the merger  (the  "Merger")  of a  partnership  subsidiary  of the
Company  into USRP with USRP  being the  surviving  entity and  pursuant  to the
merger  agreement (the "Merger  Agreement") all outstanding  units of beneficial
interest in USRP (the "Units") will be  automatically  converted  into shares of
common  stock  of the  Company  (the  "Common  Stock")  and USRP  will  become a
subsidiary of the Company or (ii) the amendment of the partnership  agreement of
USRP (the "Master Partnership Agreement") to permit holders of Units to exchange
their Units for shares of Common Stock from time to time and to require  holders
of Units to exchange such Units for shares of Common Stock prior to the transfer
of the Units to unaffiliated third parties (the "Exchange Alternative"), each as
more fully described in the Proxy Statement/Prospectus (as defined below);

     WHEREAS, the Company has filed a registration statement with the Securities
and  Exchange  Commission  containing a proxy  statement/prospectus  (the "Proxy
Statement/Prospectus")  for  delivery to the holders of the Units in  connection
with the solicitation of their approval of the Conversion; and

     WHEREAS,  in connection with the Conversion,  QSV will withdraw as managing
general  partner  of USRP  and the  Operating  Partnership  upon the  terms  and
conditions set forth in this Agreement.

     NOW,   THEREFORE,   in  consideration  of  the  foregoing   premises,   the
representations,  warranties and agreements  contained herein and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     Section 1. Withdrawal.  QSV hereby agrees to withdraw (the "Withdrawal") as
managing  general  partner of the  Partnerships  effective as of the date hereof
(unless such date is extended by the special committee (the "Special Committee")
of the Board of Directors of QSV, in its sole discretion).  The effectiveness of
QSV's withdrawal as managing general partner, however,

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is contingent upon receipt of the Acquisition Price (as defined below). The date
on which QSV  withdraws  as  managing  general  partner of the  Partnerships  is
hereinafter referred to as the "Withdrawal Date."

     Section 2. Effect of Withdrawal.

     (a) The Merger  Alternative.  If the  Conversion is effected by the Merger,
pursuant to the terms of the Merger Agreement, QSV's general partner interest in
USRP (the "USRP Interest") will be converted into the right to receive 1% of the
number of shares of Common Stock  issued  pursuant to the Merger  (after  giving
effect to such  additional  1% interest in USRP).  All of QSV's  interest in the
Operating Partnership, including, without limitation, (i) its allocable share of
income,  profits,  loss and distributions of the Operating  Partnership and (ii)
its rights  under  Section 9.3 of the  partnership  agreement  of the  Operating
Partnership  (the  "Operating  Partnership  Agreement")  and  Section 9.3 of the
Master Partnership Agreement (collectively, the "General Partner Interest") will
be  converted  into units  representing  a limited  partnership  interest in the
Operating  Partnership (the "OP Units"),  pursuant to the terms of the Operating
Partnership Agreement in such amount as is provided for in Section 3 hereof.

     (b) The Exchange  Alternative.  If the  Conversion is effected  through the
Exchange  Alternative,  QSV's general partner interest in USRP will be converted
into 1% of the  outstanding  Units (after giving effect to such additional 1% of
Units  outstanding),  pursuant to the terms of the Master Partnership  Agreement
and the General Partner Interest will be assigned to USRP in exchange for Units,
in such amount as is provided for in Section 3 hereof.

     (c) Merger of QSV. Regardless of how the Conversion is effected,  QSV shall
have the right,  exercisable at any time prior to the fifth anniversary  hereof,
to merge  directly into the Company if,  immediately  prior to such merger,  (i)
QSV's only assets  consist of (A) shares of Common Stock,  (B) Units or OP Units
that  are  convertible  into  or  exchangeable  for  Common  Stock,  and (C) the
contingent right to receive the Contingent Share  Consideration and (ii) QSV has
no  liabilities.  The  stockholders of QSV would receive,  in the merger,  (i) a
number of shares of  Common  Stock  equal to the sum of the  number of shares of
Common  Stock  owned by QSV  immediately  prior to the  merger and the number of
shares of Common Stock into which the Units or OP Units owned by QSV immediately
prior to the merger are  exchangeable  or  convertible,  and (ii) the contingent
right to receive the Contingent  Share  Consideration.  The  stockholders of QSV
would  jointly and severally  indemnify  the Company  against any losses that it
incurs as a result of  liabilities  or  obligations of QSV for which the Company
becomes  responsible.  The merger would be  conditioned  on its being a tax-free
transaction  to the Company and the merger having no other adverse  consequences
to the Company  including,  but not  limited  to, any  adverse tax or  financial
accounting consequences.
                               
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     Section 3. Acquisition Price.

     (a) In  consideration  for the  conversion  or  assignment  of the  General
Partner  Interest,  in either case as provided for above,  and the conversion of
the USRP Interest, QSV will be paid the Acquisition Price. The Acquisition Price
consists of two components:  (i) the initial share  consideration  (the "Initial
Share   Consideration")   and  (ii)  the  contingent  share  consideration  (the
"Contingent Share  Consideration").  The Initial Share Consideration is equal to
850,000  shares of Common  Stock,  and shall  consist of shares of Common Stock,
Units and/or OP Units,  depending  on how the  Conversion  is effected,  as more
fully  described  above  (collectively,  the  "Initial  Shares").  The number of
Initial Shares issuable upon the conversion or assignment of the General Partner
Interest  shall  consist of 850,000 Units or OP Units minus the number of shares
of Common Stock or Units (on a one-for-one  basis) received by QSV in connection
with the conversion of the USRP Interest upon its withdrawal as managing general
partner of USRP.  The number of Initial  Shares  issuable to QSV,  including the
number of shares of Common Stock or Units issuable to QSV upon its conversion of
the USRP  Interest,  shall be subject to  adjustment  to give  effect to certain
dilutive  events,  as more fully  described  below.  The Initial Shares shall be
issued by the Company, USRP or the Operating Partnership, as applicable, as soon
as practicable following the Withdrawal Date, but in no event later than 30 days
thereafter.

     (b) The  Contingent  Share  Consideration  is equal to up to a  maximum  of
550,000 of Units and/or OP Units,  depending on how the  Conversion  is effected
(collectively,  the "Contingent  Shares" and,  together with the Initial Shares,
the "Acquisition  Shares"),  which number of Contingent Shares shall be adjusted
to give effect to certain  dilutive  events as more fully described  below.  The
exact number of  Contingent  Shares to be issued will be  determined by dividing
(i) the amount by which the MGP Net Income (as  defined  below) for year  ending
December 31, 2000  exceeds  $3,612,500  by (ii) $4.25,  and rounding a resulting
number up to the nearest whole number.  "MGP Net Income" means the dollar amount
of fees and distributions which would otherwise have been payable to QSV, as the
managing  general partner of the  Partnerships  for the year ending December 31,
2000 by the  Partnerships  pursuant to the General Partner Interest and the USRP
Interest had QSV operated the Operating  Partnership on a continuous  basis from
the Withdrawal Date through December 31, 2000 less $775,000. For example, if the
MGP Net Income for the year 2000 is  $5,100,000  ($5,875,000  of  revenues  less
$775,000)  then the  Contingent  Share  Consideration  will be equal to  350,000
Contingent Shares. The Contingent Shares, if any, shall be issued by USRP or the
Operating Partnership,  as applicable,  as soon as practicable following the end
of fiscal year 2000 but in no event later than March 31, 2001.

     Section 4. Representations and Warranties of QSV. QSV hereby represents and
warrants  to the  Company,  USRP and the  Operating  Partnership  as of the date
hereof and as of the Withdrawal Date, as follows:
                                     
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     (a)  Organization  and  Authority.  QSV is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
and has full  corporate  power,  right and authority to acquire the  Acquisition
Shares and to enter into a carry out its obligations under this Agreement.

     (b)  Authorization.  The execution  and delivery of this  Agreement and the
consummation of the transactions  contemplated hereby have been duly and validly
authorized  and  approved  by QSV and no further  procedure  or action of QSV is
necessary to authorize this Agreement and the transactions  contemplated hereby.
This Agreement has been duly executed and delivered by QSV and  constitutes  the
valid and binding  agreement of QSV,  enforceable  against it in accordance with
its terms,  except as such enforcement may be limited by applicable  bankruptcy,
insolvency  or  similar  laws  affecting  creditors'  rights  generally  or  the
application  of  general  principles  of  equity  (regardless  of  whether  such
enforcement is considered in a proceeding in equity or at law).

     (c) Title to Converted Interests.  QSV owns, and upon the conversion of the
Operating  Partnership  General  Partner  Interest  and the USRP  Interest,  the
Company,  USRP and/or the Operating  Partnership,  as applicable,  will own, all
right,  title and  interest  (legal and  beneficial)  in and to,  the  Operating
Partnership General Partner Interest and the USRP Interest free and clear of all
mortgages,  pledges, liens, charges, security interests,  restrictions,  adverse
claims, demands and encumbrances whatsoever.

     (d)  Consents  and  Approvals;  No  Violation.  Neither the  execution  and
delivery  of  this  Agreement  by  QSV  nor  the  consummation  by  QSV  of  the
transactions  contemplated hereby (i) conflicts with or results in any breach of
any  provision  of the  certificate  of  incorporation  or bylaws  of QSV,  (ii)
violates,  conflicts with, constitutes a default (or an event which, with notice
or lapse of time or both,  would  constitute a default) under, or results in the
termination of, or accelerates  the  performance  required by, or results in the
creation of any lien or other  encumbrance  upon any of the properties or assets
of QSV under the terms,  conditions or provisions of any note,  bond,  mortgage,
indenture,  deed of trust,  license,  lease,  agreement or other  instrument  or
obligation  to which QSV is a party or to which QSV or its  properties or assets
are subject, or (iii) requires any consent, approval, authorization or permit or
filing  with or  notification  of any  court,  governmental  authority  or other
regulatory or administrative agency or commission, or other third party.

     (e) Litigation. As of the date of this Agreement,  there is no action, suit
or  proceeding  pending  against or, to the best  knowledge  of QSV,  threatened
against or  affecting  QSV before any court or  arbitrator  or any  governmental
body,  agency or official  which in any manner  challenges  or seeks to prevent,
enjoin, alter or materially delay any of the transactions contemplated hereby.
                                     
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     (f)  Investment  Purpose.  QSV is  acquiring  the  Acquisition  Shares  for
investment  and not with a view  toward,  or for sale in  connection  with,  any
distribution  thereof, nor with any present intention of distributing or selling
the  Acquisition  Shares  within the meaning of the  Securities  Act of 1933, as
amended.

     Section 5.  Representation  and  Warranties  of the  Company,  USRP and the
Operating Partnership. The Company, USRP and the Operating Partnership represent
and  warrant to QSV,  as of the date hereof and as of the  Withdrawal  Date,  as
follows:

     (a) Organization and Related Matters. The Company is a corporation and each
of USRP and the Operating  Partnership  is a limited  partnership,  in each case
duly  organized,  validly  existing and in good  standing  under the laws of the
applicable  jurisdiction  of its  organization,  and each has full  corporate or
partnership  power,  as applicable,  right and authority to enter into and carry
out its obligations under this Agreement.

     (b)  Authorization.  The execution  and delivery of this  Agreement and the
consummation of the transactions  contemplated hereby have been duly and validly
authorized  and  approved  by  each  of the  Company,  USRP  and  the  Operating
Partnership, and no further corporate or partnership proceeding or action on the
part of any of the Company,  USRP or the Operating  Partnership  is necessary to
authorize this Agreement and the transactions contemplated hereby other than the
approval of the Conversion by limited  partners of USRP. This Agreement has been
duly  executed  and  delivery  by each of the  Company,  USRP and the  Operating
Partnership  and  constitutes  the valid and  binding  agreement  of each of the
Company, USRP and the Operating Partnership, enforceable against each of them in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  by
applicable  bankruptcy,  insolvency or similar laws affecting  creditors' rights
generally or the  application  of general  principles of equity  (regardless  of
whether such enforcement is considered in a proceeding in equity or at law).

     (c)  Consents  and  Approvals;  No  Violation.  Neither the  execution  and
delivery  of  this  Agreement  by any  of the  Company,  USRP  or the  Operating
Partnership  nor  the  consummation  by the  Company,  USRP  and  the  Operating
Partnership  of the  transactions  contemplated  hereby  (i)  conflicts  with or
results in any breach of any provision of the articles of incorporation, bylaws,
partnership agreement or similar documents, as applicable,  of the Company, USRP
or the Operating  Partnership,  (ii)  violates,  conflicts  with,  constitutes a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute a default)  under,  or results in the  termination of, or accelerates
the  performance  required  by, or results in the  creation of any lien or other
encumbrance upon any of the properties, or assets of any of the Company, USRP or
the Operating Partnership under the terms, conditions or provisions of any note,
bond, mortgage,  indenture,  deed of trust, license,  lease,  agreement or other
instrument or obligation to which the Company,
                                    
                                     - 5 -
<PAGE>

     USRP  or the  Operating  Partnership  is a  party  or to  which  any of the
Company,  USRP or the Operating  Partnership or their  respective  properties or
assets are subject,  or (iii) requires any consent,  approval,  authorization or
permit of or from, or filing with or  notification  of, any court,  governmental
authority or other regulatory or administrative  agency or commission,  domestic
or  foreign,  or  other  third  party  other  than  the  approval  of the  Proxy
Statement/Prospectus   by  the  Securities  and  Exchange   Commission  and  the
authorization  of the  issuance  of the  shares  of  Common  Stock  pursuant  to
Conversion under applicable state securities and "blue sky" laws.

     (d) Litigation. As of the date of this Agreement,  there is no action, suit
or proceeding  pending against,  or to the best knowledge of any of the Company,
USRP or the Operating  Partnership,  threatened  against or affecting any of the
Company, USRP or the Operating Partnership before any court or arbitrator or any
governmental body, agency or official which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay any of the transactions  contemplated
hereby.

     Section  6.  Adjustments  of Number of  Acquisition  Shares.  The number of
Acquisition  Shares issuable pursuant to Section 3 hereof,  shall,  prior to the
date of their issuance, be subject to certain adjustments from time to time upon
the happening of certain events as follows:

     In case  the  Company  or USRP  shall  (a)  declare  a  dividend  or make a
distribution on its outstanding  shares of Common Stock or Units, as applicable,
in shares of capital  stock of the Company or units of USRP,  (b)  subdivide  or
reclassify its outstanding shares of Common Stock or Units, as applicable,  into
a  greater  number  of  shares  or  units,  or (c)  combine  or  reclassify  its
outstanding  shares of  Common  Stock or Units,  as  applicable,  into a smaller
number of shares or Units, the number of Acquisition Shares issuable  hereunder,
at the  time of the  record  date  for  such  dividend  or  distribution  or the
effective date of such  subdivision,  combination or  reclassification  shall be
proportionately  adjusted so that QSV shall be entitled to receive the number of
shares of Common Stock (either  directly or  indirectly  upon the exchange of OP
Units) or Units  which it would have owned or been  entitled to receive had such
Acquisition  Shares been issued immediately prior to such time. Such adjustments
shall be made successively whenever any events specified above shall occur.
                                     
                                     - 6 -
<PAGE>

     Section 7. Effect of Reclassification,  Consolidation,  Sale, Merger, Lease
or Conveyance.

     (a) In case of any consolidation  with or merger of the Company or USRP, as
applicable,   into  another  entity  (or  than  the  Merger  or  any  merger  or
consolidation  in which the Company or USRP, as  applicable,  is the  continuing
entity)  or in the case of any sale,  lease or  conveyance  of assets to another
entity of the properties of the Company or USRP, as  applicable,  as an entirety
or substantially as an entirety, the successor, leasing or purchasing entity, as
the case may be, shall execute with QSV an amendment to this Agreement providing
that QSV shall  have the right  thereafter  to  acquire  the kind and  amount of
shares of stock, other securities, property or cash, or any combination thereof,
receivable  upon such  consolidation,  merger,  sale,  lease or  conveyance by a
holder of the  number  of  Acquisition  Shares  to which  QSV was then  entitled
pursuant to the terms of this Agreement.

     (b) In case of any  reclassification  or  change  of the  shares  of Common
Stock,  Units or OP Units,  as applicable,  issuable as part of the  Acquisition
Shares,  or in case of any  consolidation  or merger of another  entity into the
Company or USRP, as applicable,  in which the Company or USRP, as applicable, is
the  continuing  entity  and in which  there  is a  reclassification  or  change
(including  a change  in the right to  receive  cash or other  property)  of the
shares of Common  Stock or Units,  as  applicable,  the  Company  or USRP  shall
execute with QSV an amendment to this  Agreement  providing  that QSV shall have
the right  thereafter  to acquire the kind and amount of shares of stock,  other
securities,  property or cash, or any combination thereof,  receivable upon such
reclassification,  change,  consolidation or merger by a holder of the number of
Acquisition  Shares which QSV was  entitled to receive  pursuant to the terms of
this Agreement immediately prior to such reclassification, change, consolidation
or merger.

     Section 8. Change in Control of the Company.

     (a) If a Change in Control (as hereinafter defined) of the Company or USRP,
as  applicable,  occurs  prior to the  earlier  of the date on which  all of the
Acquisition Shares issuable to QSV pursuant to the terms hereof have been issued
or December 31, 2000,  (i) if the Company or USRP is the  surviving or resulting
entity  in any such  Change  in  Control,  then  within  30 days  following  the
consummation of such Change in Control,  USRP or the Operating  Partnership,  as
applicable,  shall issue to QSV all 550,000  Contingent  Shares, and (ii) if the
Company or USRP,  as  applicable,  is not the  surviving or resulting  entity in
Change in Control,  then within five business days following the announcement of
any such  Change  in  Control,  but in no event  later  than  the  business  day
immediately  prior to the  consummation  of the Change in  Control,  USRP or the
Operating Partnership, as applicable,  shall issue to QSV all 550,000 Contingent
Shares.
                                     
                                     - 7 -
<PAGE>

     (b) For purposes of this Agreement, "Change in Control" shall have occurred
if any of the following events occurs:

     (i) the  Company  or  USRP,  as  applicable,  is  merged,  consolidated  or
reorganized  into or with another entity that is not an affiliate of the Company
or USRP and as a result of such merger,  consolidation  or  reorganization  less
than a majority of the combined voting power of the then-outstanding  securities
of such entity  immediately  after such transaction are held in the aggregate by
the holders of shares of Common Stock or Units, as applicable, immediately prior
to such transaction; or

     (ii) the Company or USRP, as applicable,  sells all or substantially all of
its assets to another  entity that is not an  affiliate  of the Company or USRP,
less than a majority of the  combined  voting power of  then-outstanding  voting
securities of which are held,  directly or  indirectly,  in the aggregate by the
holders of the Common Stock or Units, as applicable,  immediately  prior to such
sale.

     Section 9. Restrictions on Transfer.

     (a) QSV hereby agrees for a period of two years from the respective date of
issuance  not to offer,  sell or  contract  to sell,  or  otherwise  dispose of,
directly or  indirectly,  any of the  Initial  Shares or the  Contingent  Shares
without the prior consent of the Special  Committee  (or any other  committee of
the  Board  of  Directors  of the  Company  or QSV,  as  applicable,  consisting
exclusively of non-employee  directors who do not have an ownership  interest in
QSV),  except for  distributions,  from time to time,  by QSV of Initial  Shares
and/or Contingent Shares to its stockholders,  provided such stockholders  enter
into an agreement with the Company or USRP, as applicable,  to be bound by terms
of this Section 9.

     (b) QSV  understands  and  acknowledges  that the  issuance  of the Initial
Shares and the  Contingent  Shares has not and will not be registered  under the
Securities Act of 1933, as amended (the  "Securities  Act"), on the grounds that
the offering and sale of the Initial Shares and the Contingent Shares are exempt
from registration  pursuant to Section 4(2) of the Securities Act and Regulation
D thereunder,  and that accordingly each of the certificates representing any of
the Initial Shares or the Contingent Shares will bear the following legend:

                       THE SECURITIES REPRESENTED BY THIS
                      CERTIFICATE HAVE NOT BEEN REGISTERED
                      UNDER THE SECURITIES ACT OF 1933, AS
                       AMENDED, OR QUALIFIED OR REGISTERED
                         UNDER APPLICABLE STATE BLUE SKY
                        LAWS. THIS CERTIFICATE MAY NOT BE
                                
                                      - 8 -
<PAGE>

              SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED
              EXCEPT PURSUANT TO (1) A REGISTRATION STATEMENT THAT
              IS EFFECTIVE UNDER SUCH ACT, (2) RULE 144 UNDER SUCH
               ACT (OR ANY OTHER EXEMPTION FROM REGISTRATION UNDER
               SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES)
              OR (3) AN OPINION OF COUNSEL REASONABLY SATISFACTORY
                  TO THE ISSUER THAT SUCH AN EXEMPTION FROM THE
               REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.

     Section 10. Miscellaneous.

     (a) Applicable  Law. THIS  AGREEMENT AND THE  AGREEMENTS,  INSTRUMENTS  AND
DOCUMENTS  CONTEMPLATED  HEREBY WILL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS  (EXCLUSIVE OF CONFLICTS OF LAW  PRINCIPLES)
AND WILL, TO THE MAXIMUM EXTENT  PRACTICABLE,  BE DEEMED TO CALL FOR PERFORMANCE
IN DALLAS COUNTY, TEXAS. COURTS WITHIN THE STATE OF TEXAS WILL HAVE JURISDICTION
OVER ANY AND ALL  DISPUTES  BETWEEN  THE  PARTIES  HERETO,  WHETHER IN LAW OR IN
EQUITY,  ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  AND  THE  AGREEMENTS,
INSTRUMENTS AND DOCUMENTS  CONTEMPLATED HEREBY. THE PARTIES CONSENT TO AND AGREE
TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. VENUE IN ANY SUCH DISPUTE, WHETHER
IN FEDERAL OR STATE COURT, WILL BE LAID IN DALLAS COUNTY, TEXAS.

     (b) Notices.  All notices,  demands,  requests or other communications that
may be or are required to be given,  served or sent by either party to the other
party  pursuant  to this  Agreement  will be in  writing  and will be  mailed by
first-class,  registered or certified mail,  return receipt  requested,  postage
prepaid,  or transmitted by hand  delivery,  telegram or facsimile  transmission
addressed as follows:

                             (i) If to the Company:

                                 U.S. Restaurant Properties, Inc.
                                 5310 Harvest Hill Road, Suite 270
                                 Dallas, Texas 75230
                                 Facsimile Transmission Number: (972) 490-9119
                                 Attn: Fred H. Margolin
    
                                     - 9 -
<PAGE>

                             (ii) If to USRP:

                                  U.S. Restaurant Properties Master L.P.
                                  5310 Harvest Hill Road, Suite 270
                                  Dallas, Texas 75230
                                  Facsimile Transmission Number: (972) 490-9119
                                  Attn: Robert J. Stetson

                             (iii) If to the Operating Partnership:

                                   U.S. Restaurant Properties Operating L.P.
                                   5310 Harvest Hill Road, Suite 270
                                   Dallas, Texas 75230
                                   Facsimile Transmission Number: (972) 490-9119
                                   Attn: Robert J. Stetson

                             (iv) If to QSV:

                                  QSV Properties, Inc.
                                  5310 Harvest Hill Road, Suite 270
                                  Dallas, Texas 75230
                                  Facsimile Transmission Number: (972) 490-9119
                                  Attn: Robert J. Stetson

     Any  party may  designate  by  written  notice a new  address  to which any
notice,  demand,  request or  communication  may thereafter be given,  served or
sent. Each notice, demand, request or communication that is mailed, delivered or
transmitted in the manner  described  above will be deemed  sufficiently  given,
served,  sent and  received  for all purposes at such time as it is delivered to
the addressee with the return receipt,  the delivery  receipt,  the affidavit of
messenger or (with  respect to a facsimile  transmission)  the answer back being
deemed  conclusive  evidence  of such  delivery  or at such time as  delivery is
refused by the addressee upon presentation.

     (c) Counterparts.  This Agreement may be executed in multiple counterparts,
each of which will be deemed to be an  original  and all of which will be deemed
to be a single agreement.  This Agreement will be considered fully executed when
all parties have  executed an identical  counterpart,  notwithstanding  that all
signatures may not appear on the same counterpart.

     (d) Severability. If any of the provisions of this Agreement are determined
to be invalid or  unenforceable,  such invalidity or  unenforceability  will not
invalidate or render  unenforceable the remainder of this Agreement,  but rather
the entire  Agreement  will be construed  as if not  containing  the  particular
invalid or unenforceable provision or provisions, and the rights and obligations
of  the  parties  will  be  construed  and  enforced  accordingly.  The  parties
acknowledge that if any
                                      
                                     - 10 -
<PAGE>

provision of this Agreement is determined to be invalid or unenforceable,  it is
their desire and intention that such provision be reformed and construed in such
manner that it will, to the maximum  extent  practicable,  be deemed to be valid
and enforceable.

     (e) Third  Parties.  Except as set forth or referred to in this  Agreement,
nothing in this  Agreement  is intended or will be  construed  to confer upon or
give to any party other than the parties to this Agreement and their  successors
and permitted assigns, if any, any rights or remedies under or by reason of this
Agreement.

     (f) Assignment.  Neither this Agreement nor any rights or obligations under
this Agreement may be assigned or delegated  without the written  consent of the
other parties to this Agreement.

     (g)  Survival.   The  representations  and  warranties  contained  in  this
Agreement will survive the consummation of the transactions contemplated by this
Agreement.

     (h) Further  Assurances.  Each party to this Agreement  agrees to take such
further action and execute and deliver such other documents as may be reasonably
necessary to effectuate the intent of this Agreement.
                                     
                                     - 11 -
<PAGE>

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement effective
as of the date first above written.

                                          U.S. RESTAURANT PROPERTIES, INC.

                                          By:   /s/  Fred H. Margolin
                                              ---------------------------
                                               Fred H. Margolin
                                               Chairman of the Board,
                                               Treasurer and Secretary
                                                             

                                          U.S. RESTAURANT PROPERTIES MASTER L.P.

                                          By:  QSV Properties, Inc.,
                                               its managing general partner

                                          By:  /s/ Robert J. Stetson
                                              ----------------------------
                                               Robert J. Stetson
                                               Chief Executive Officer and
                                               President


                                          U.S. RESTAURANT PROPERTIES OPERATING
                                          L.P.

                                          By:  QSV Properties, Inc.,
                                               its managing general partner

                                          By:   /s/  Robert J. Stetson
                                              -------------------------
                                               Robert J. Stetson
                                               Chief Executive Officer and
                                               President


                                          QSV PROPERTIES, INC.

                                          By:  /s/ Robert J. Stetson
                                              ------------------------
                                               Robert J. Stetson
                                               Chief Executive Officer and
                                               President


DA970630151
030598 v15

                                      - 12 -