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                                                                     EXHIBIT 2.1


                             CERTIFICATE OF MERGER
                                      OF
                             QSV PROPERTIES, INC.
                                 WITH AND INTO
                       U.S. RESTAURANT PROPERTIES, INC.


     Pursuant to the provisions of Article 3-109 of the Maryland General
Corporation Law ("MGCL") and Section 252 of the Delaware General Corporation Law
(the "DGCL"), the undersigned entities (the "Constituent Entities") hereby adopt
the following Articles of Merger for the purpose of merging QSV Properties,
Inc., a Delaware corporation ("QSV"), with and into U.S. Restaurant Properties,
Inc., a Maryland corporation ("USRP").

     FIRST: An Agreement and Plan of Merger (the "Plan"), adopted in accordance
with the provisions of the MGCL and the DGCL, providing for the merger (the
"Merger") of QSV with and into USRP was approved by the Board of Directors of
each of USRP and QSV and the stockholders of USRP and QSV.

     SECOND: The name of the Surviving Entity is U.S. Restaurant Properties,
Inc. and such corporation is to be governed by the laws of the State of
Maryland. The Surviving Entity shall be responsible for the payment of all fees
and franchise taxes of the parties to this Certificate of Merger and such
Surviving Entity shall be obligated to pay such fees and franchise taxes if the
same are not timely paid.

     THIRD: The Articles of Incorporation of USRP as they shall exist
immediately prior the Effective Time, shall, without amendments or changes, be
the Articles of Incorporation of the Surviving Entity immediately after the
Effective Time until the same shall be altered, amended or repealed as provided
therein.

     FOURTH: An executed copy of the Plan is on file at the principal offices of
USRP and a copy of such Plan will be furnished without cost to any stockholder
of each entity party to the Plan upon written request directed to the Surviving
Entity (as defined below) at 12240 Inwood Road, Suite 300, Dallas, Texas 75244.

     FIFTH: Stockholder approval was required for the Merger under the DGCL and
the Merger was duly approved by the stockholders of QSV as required.

     SIXTH: The Plan was duly adopted, approved, certified, executed and
acknowledged by all action of each of the Constituent Entities required by the
laws of the State of Maryland, the laws of the State of Delaware and by the
constituent documents of the Constituent Entities.

     SEVENTH: This Certificate of Merger shall be effective at 5:00 p.m.,
Dallas, Texas time, on December 29, 2000 (the "Effective Time").
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     EIGHTH: USRP, as the Surviving Entity of the Merger shall be governed by
the laws of the State of Maryland. USRP has expressly agreed that it may be
served with process in the State of Delaware in any proceeding for the
enforcement of any obligation of QSV, as well as for the enforcement of any
obligation of the Surviving Entity of the Merger, including any suit or
proceeding to enforce the right of any stockholders of QSV, as determined in
appraisal procedures pursuant to Section 262 of the DGCL. USRP has irrevocably
appointed the Delaware Secretary of State as its agent to accept service of
process in any such suit or proceedings. The address to which a copy of such
process may be mailed by the Delaware Secretary of State is 12240 Inwood Road,
Suite 300, Dallas, Texas 75244.

DATED: December 27, 2000

U.S. RESTAURANT PROPERTIES, INC.,       QSV PROPERTIES, INC.,
a Maryland corporation                  a Delaware corporation


By: /s/ Barbara A. Erhart              By: /s/ Fred H. Margolin
    -------------------------              --------------------
Name:  Barbara A. Erhart               Name:  Fred H. Margolin
Title: Chief Financial Officer         Title: President