FIRST AMENDMENT
                                       TO
                            ASSET PURCHASE AGREEMENT
                                 BY AND BETWEEN
                            SYBRA, INC., VALCOR, INC.
                                       AND
                     U.S. RESTAURANT PROPERTIES MASTER L.P.


     THIS FIRST  AMENDMENT TO ASSET  PURCHASE  AGREEMENT  BETWEEN  SYBRA,  INC.,
VALCOR,  INC. AND U.S.  RESTAURANT  PROPERTIES  MASTER dated and effective as of
April 18, 1997 (the  "Amendment") is by and between U.S.  RESTAURANT  PROPERTIES
MASTER  L.P., a Delaware  limited  partnership  (the  "Buyer"),  SYBRA,  INC., a
Michigan corporation (the "Seller") and VALCOR, INC., a Delaware corporation and
the sole stockholder of Seller ("Valcor"). The Buyer and the Seller are referred
to individually as a "Party" and collectively as the "Parties."

                                    RECITALS

     WHEREAS,  Seller, Buyer and Valcor entered into an Asset Purchase Agreement
dated as of December 23, 1996 (the "Purchase Agreement"); and

     WHEREAS, Seller, Buyer and Valcor desire to amend certain provisions of the
Purchase Agreement as set forth in this Amendment;

                                    COVENANTS

     NOW,  THEREFORE,  in  consideration  of  the  foregoing,   and  in  further
consideration of the mutual covenants and considerations  herein contained,  the
Parties hereby agree as follows:

     1. Schedule 1.  Schedule 1 attached to the Agreement is hereby  deleted and
Schedule  1  attached  hereto is  substituted  for the  original  Schedule 1 and
incorporated into the Agreement as if attached thereto.

     2. Schedule 2.  Schedule 2 attached to the  Agreement is hereby  amended by
inserting  after the phrase  "Schedule 1.1", the phrase ", the leases related to
Units 630, 785, 899, 984,  1253,  1254,  1313,  1330,  1405,  1434 and the Other
Leases (as defined on Schedule  1.1),  if any, on Schedule  1.1".  Schedule 2 is
further amended by deleting the reference to "6236 and 731".

     3. Schedule 3.  Schedule 3 attached to the Agreement is hereby  deleted and
Schedule  3  attached  hereto is  substituted  for the  original  Schedule 3 and
incorporated into the Agreement as if attached thereto. For all purposes related
to the  Agreement,  the  term  "Agreed  Value"  shall  mean  and  refer  to such
information as set forth on Schedule 3 attached hereto.

     4.  Exhibit A.  Exhibit A is amended by inserting in Section 1(c) after the
phrase  "Schedule 1.1", the phrase ", the leases related to Units 630, 785, 899,
984, 1253,  1254,  1313,  1330, 1405, 1434 and the Other Leases on Schedule 1.1,
provided  however,  in the event that Buyer  assigns  the right to acquire  such
leases  pursuant  to Section  10(d),  the  assignee  rather than the Buyer shall
assume the obligations  under


<PAGE>


     such  leases  pursuant  to  documents  satisfactory  to Buyer and  Seller".
Exhibit A is further amended by deleting the reference to Units 6236 and 731.

     5.  Exhibit C.  Exhibit C attached to the  Agreement  is hereby  amended by
inserting under Section 3(c) thereof the following:

     "Consents required for assignment and sublease of sandwich leases:

                  Unit 518                  Unit 995
                  Unit 630                  Unit 1172
                  Unit 785                  Unit 5711"
                  Unit 984

Exhibit C attached  to the  Agreement  is further  amended  by  inserting  under
Section 3(f)(ii) thereof the following:

     "List of Sandwich Leases by title, parties and date.

                      1.       #630 - 4825 Dixie Highway, Waterford, Michigan.

                               Lease by and between Mary Alice Heaton and Sybra,
Inc., dated March 1, 1977.

                      2.       #899 - 8068 North Wayne Road, Westland, Michigan.

                               Lease   by   and   between   Westwood   Financial
                  Corporation  and  Sybra,  Inc.,  as  successor  by  merger  to
                  Sybsidiary, Inc., dated August 13, 1981.

                      3.       #984 - G-4325 West Pierson Road, Flint, Michigan.

                               Lease by and between Wolverine Properties, Ltd.,
                  as successor to Empire Management Services, Ltd. and Sybra,
                  Inc., dated October 1, 1978.

                      4.       #1172 - 32 South 32nd Street, Camp Hill,
                                       Pennsylvania.

                               Lease Agreement by and between Mid-Island 
                  Properties, Inc. and Sybra, Inc., dated December 7, 1978.

                      5.       #1253 - 2925 East Long Lake Road, Troy, Michigan.

                               Lease by and between Paul F. Brune Trust, as
                  successor to Norbob Enterprises, Inc. and Sybra, Inc., as
                  successor by merger to Sybsidiary, Inc., dated June 26, 1981.

                      6.       #1254 - 36776 Groesbeck Highway, Mt. Clemens,
                                       Michigan.

                               Lease by and between Harry Shapiro,  as successor
                  to Norbob  Enterprises,  Inc. and Sybra, Inc., as successor to
                  Sybsidiary, Inc., dated June 26, 1981.

                      7.       #1313 - 575 Ann Arbor Road, Plymouth, Michigan.


<PAGE>


                               Lease by and between Lauren Reagor,  as successor
                  to Pacific Realty Fund and Sybra, Inc., as successor by merger
                  to Sybsidiary, Inc., dated June 30, 1981.

                      8.       #1330 - 1102 North Collins Street, Arlington,
                                       Texas.

                               Lease by and between Walter Beil, as successor to
                  Pacific Realty Fund and Sybra, Inc., as successor by merger to
                  Sybsidiary, Inc., dated June 30, 1981.

                      9.       #1405 - 1933 Northtown East Blvd., Mesquite,
                                            Texas.

                               Lease by and between Walter Beil, as successor to
                  Pacific Realty Fund and Sybra, Inc., as successor by merger to
                  Sybsidiary, Inc., dated June 30, 1981.

                      10.      #1434 - 2131 Texoma Parkway, Sherman, Texas.

                               Lease by and between Walter Beil, as successor to
                  Pacific Realty Fund and Sybra, Inc., as successor by merger to
                  Sybsidiary, Inc., dated June 30, 1981.

                      11.      If necessary consents are obtained, #518 - 2480
                  Jacksboro Highway, Fort Worth, Texas.

                               Lease by and between JaGee Properties, Inc. and
                  Sybra, Inc., dated May 1, 1980.

                      12.      If necessary consents are obtained, #995 - 47540
                  Van Dyke, Utica, Michigan.

                               Lease by and between GISA  Associates  and Sybra,
                  Inc., dated April 20, 1978.

                      13. If necessary consents are obtained,  #1172 - Camp
                  Hill Shopping Center, Cumberland County, PA.

                                    Lease by and between Mid-Island Properties,
                  Inc. and, initially, Cumberland County Industrial Development
                  Authority, dated December 7, 1978.

                      14.  If necessary consents are obtained, #5711 -
                  Greeneville Avenue, Dallas, TX.

                                    Lease by and between Texas Commerce Bank
                  National Association and Sybra, Inc., dated August 14, 1989."

                  Exhibit C attached  to the  Agreement  is  further  amended by
                  deleting under Section  3(f)(ii) thereof "Ground Lease between
                  Forest & Marsh Lanes  Shopping  Centers,  Ltd./Forest  & Marsh
                  Lanes Development Corporation/Park Forest Properties, Inc. and
                  Sybra, Inc. dated September 1, 1993."

                           6. Section  2(d).  Section  2(d) of the  Agreement is
                  amended by deleting the phrase  "January 31, 1997 except that,
                  by written notice to Buyer, Seller

<PAGE>



                  may extend such date for up to fifteen (15) days in order to
                  obtain Required Consents" and substituting the phrase 
                  "April 30, 1997."

                           7. Section  2(e).  Section  2(e) of the  Agreement is
                  amended by inserting at the end of  subsection  (B) the phrase
                  "and each lease for Units 630, 899,  984,  1172,  1253,  1254,
                  1313, 1330, 1405, 1434 and the Other Leases".

                           8. Section  7(a).  Section  7(a) of the  Agreement is
                  hereby amended by renumbering  existing  subsection  (xiii) as
                  new subsection (xiv) and by inserting a new subsection  (xiii)
                  as follows:

                  "(xiii)  Simultaneously  with the  Closing,  Seller  and Buyer
         shall enter into a sublease by Buyer to Seller of Units 630,  785, 899,
         984, 1253, 1254,  1313,  1330,  1405, 1434 and the Other Leases,  which
         sublease  shall be in form and  substance  reasonably  satisfactory  to
         Buyer and Seller."

     9.  Section  7(b).  Section  7(b) of the  Agreement  is hereby  amended  by
renumbering  existing  subsection  (ix) as new subsection (x) and by inserting a
new subsection (ix) as follows:

              "(ix)  Simultaneously  with the  Closing,  Seller and Buyer  shall
         enter into a sublease by Buyer to Seller of Units 630,  785,  899, 984,
         1253, 1254, 1313, 1330, 1405, 1434 and the Other Leases, which sublease
         shall be in form and  substance  reasonably  satisfactory  to Buyer and
         Seller."

     10. Section 10(d). Section 10(d) is hereby amended by adding the following
to the end of such sections:
              

         "Notwithstanding the foregoing, Buyer will assign at closing its rights
         and  obligations  (i) to USRP (Sybra),  LLC relating to Units 132, 518,
         630,  734,  785, 899,  984, 995 and 1405,  (ii) to USRP  (DeeDee),  LLC
         relating to Units 1172,  1253,  1254,  1313, 1330, 1434, 5516 and 6285,
         and (iii) to U.S. Restaurant  Properties Operating L.P. with respect to
         all other Acquired Assets, all of the foregoing subject to execution of
         such   documentation,    including   without   limitation,   assumption
         agreements, in form and substance reasonably satisfactory to Seller."

     11. Except as amended,  modified or  supplemented  by this  Amendment,  the
parties confirm and ratify the terms and provisions of the Purchase Agreement.


                                    * * * * *


              IN WITNESS  WHEREOF,  this  Amendment  is entered into by the duly
authorized  representatives  of the  parties  hereto as of the date first  above
written.

                                     SYBRA, INC., a Michigan corporation


                                     By:
                                        ---------------------------------------

                                     Title:
                                           ------------------------------------


<PAGE>



                                     VALCOR, INC., a Delaware corporation

                                     By:
                                        ---------------------------------------

                                     Title:
                                           ------------------------------------



                                     U.S.RESTAURANT PROPERTIES MASTER L.P.,
                                        a Delaware limited partnership

                                     By:  U.S. Restaurant Properties, Inc.



                                     By:
                                        ---------------------------------------

                                     Title:
                                           ------------------------------------


<PAGE>


                                   SCHEDULE 1



                                 ACQUIRED ASSETS


For  purposes of this  Agreement,  "Acquired  Assets"  means all of the Seller's
right, title and interest in and to the following:

         (a) the Real  Property  owned or leased by the Seller and listed on the
         attached Schedule 1.1 incorporated herein by this reference;  provided,
         however, units 731 and 6236 on Schedule 1.1 shall be deemed omitted and
         shall not be part of the Acquired Assets.

         (b) all  improvements,  fixtures,  and  fittings  on the Real  Property
         listed on Schedule 1.1 which improvements,  fixtures,  and fittings are
         permanently  attached  to the Real  Property  and the  removal of which
         would  cause  material  damage to the Real  Property.  In no event will
         improvements,  fixtures,  and fittings include (without limitation) any
         of the following: seating, booths, awnings, refrigeration equipment not
         involving roof penetration, signage or menus.

         (c) the leases for the following  units:  ##630,  785, 899, 984,  1253,
         1254,  1313, 1330, 1405, 1434 together with the leases on the following
         units for which Seller has obtained  all  necessary  consents to permit
         Buyer to assign  such leases to Buyer's  Affiliate(s)  on or before the
         Closing Date:  ##518,  995, 1172 and 5711 (the "Other Leases").  If any
         consent  relating  to one or more of the Other  Leases is not  obtained
         before the Closing  Date,  Seller  shall use its best efforts to obtain
         such  consent  after the  Closing  Date,  and shall  assign  such Other
         Lease(s) to Buyer's  affiliate (for no additional  consideration)  upon
         receipt of such consent.  If any consent relating to one or more of the
         Other  Leases is not  obtained  within four (4) weeks after the Closing
         Date,  Seller shall cooperate with Buyer in  substituting  other leased
         properties  reasonably  acceptable to Buyer for any of the Other Leases
         for which consents were not obtained. The obligations contained in this
         Schedule 1 shall survive the Closing Date,  notwithstanding anything to
         the contrary in the Agreement.



<PAGE>





                                   SCHEDULE 3

                                  AGREED VALUE