AGREEMENT
                                       OF
                                PURCHASE AND SALE


     AGREEMENT  OF  PURCHASE  AND SALE  ("Agreement")  made as of the 4th day of
December,  1997, by and between Burger King Limited  Partnership III, a New York
limited partnership  ("Seller"),  and U.S. Restaurant  Properties Operating L.P.
("Buyer").

                              W I T N E S S E T H :







     1.  Definitions.  For purposes of this Agreement,  the following terms have
the meanings indicated in this Section 1.

     1.1 "Assignment and Assumption of Lease" means an Assignment and Assumption
of Lease in the form attached  hereto as Exhibit A, with such  modifications  as
may be required to conform to local recording laws.

     1.2  "Assignment  and  Assumption  of  Sublease"  means an  Assignment  and
Assumption  of  Sublease  in the form  attached  hereto as  Exhibit B, with such
modifications as may be required to conform to local recording laws.

     1.3  "Closing"  means the  accomplishment  (or waiver by the party in whose
favor each such activity runs) of each and every one of the activities described
in Section 6 below.

     1.4 "Closing Date" means the date on which the Closing occurs, as set forth
in Section 4 below.

     1.5  "Contract  Period" means the period  commencing  upon the execution by
both Buyer and Seller of this  Agreement  and ending  upon the first to occur of
the Closing or the termination of this Agreement.

     1.6 "Deed" means a bargain and sale deed with covenants  against  grantor's
acts,  special  warranty  deed  or the  equivalent  form  of  deed  used  in the
jurisdictions where the Owned Properties are located.

     1.7 "Deposit" means the sum of Eight Hundred  Thousand  Dollars  ($800,000)
delivered -------
by Buyer and  deposited  with the Escrow Agent  within  three (3) business  days
after Buyer has received a fully executed  duplicate original of this Agreement,
to be  held  in an  interest  bearing  account  subject  to the  terms  of  this
Agreement. The Deposit shall include all interest earned thereon.

     1.8 "Due Diligence Period" has the meaning ascribed to such term in Section
2(b) below.

     1.9  "Environmental  Laws"  means any  federal,  state or local  ordinance,
statute,  regulation or common law provision relating to human health and/or the
environment.

     1.10 "Escrow Agent" means Lawyers Title Insurance Corporation.


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     1.11 "Franchisee" means a holder of the right to occupy a Property pursuant
to a Sublease thereof.

     1.12 "Improvements" means any and all buildings,  structures, parking lots,
walks, and walkways and all fixtures and equipment (including without limitation
all plumbing,  electrical,  heating,  air conditioning and ventilating lines and
systems  and  boilers)  and each and every  other type of  physical  improvement
located at, on or affixed to a Property to the full extent such items constitute
or are or can or may be  construed  as realty  under the laws of the  applicable
jurisdiction.

     1.13 "Lease" means a sublease agreement between Burger King Corporation,  a
Florida corporation, as sublessor, and Seller, as sublessee, with respect to the
Leased Properties and all amendments and modifications thereof.
]
     1.14 "Leased  Properties"  means,  collectively,  those  certain  tracts or
parcels of land in which Seller has a leasehold  interest under the Leases,  and
which  comprise six (6) physical  site  locations  designated  as Stores # 4213,
4217,  4268,  4482,  4767 and 4808 on Schedule 1 hereto,  together with Seller's
interests in all Improvements located thereon.

     1.15  "Letter of Credit" has the  meaning  ascribed to such term in Section
6.1 hereof. ----------------

     1.16 "Memphis Property" means those certain tracts or parcels of land which
comprise the parcels of land pertaining to the physical site location designated
as Store # 4709 located in the City of Memphis,  Shelby County,  Tennessee owned
in fee by Seller,  including without limitation any land lying in the bed of any
street,  road or avenue,  open or proposed,  in front of, within or adjoining or
adjacent to such land and Seller's interest in all Improvements located thereon.

     1.17  "Owned  Properties"  means,  collectively,  those  certain  tracts or
parcels  of land  which  individually  or  together  with  contiguous  tracts so
described,  comprise the separate parcels of land pertaining to the sixteen (16)
physical site locations  designated as Stores # 4067,  4101,  4116,  4163, 4182,
4320,  4328, 4348, 4445, 4483, 4590, 4601, 4693, 4709, 4714 and 4839 on Schedule
1 hereto, which tracts or parcels of land are owned in fee by Seller,  including
without limitation any land lying in the bed of any street, road or avenue, open
or  proposed,  in front of,  within or  adjoining  or  adjacent to such land and
Seller's interest in all Improvements located thereon;  provided,  however, that
in the event Seller  exercises the Removal Option,  the term "Owned  Properties"
shall be deemed to not include the Memphis Property (Store # 4709).

     1.18 "Permitted Exceptions" means such easements,  encumbrances (other than
liens),  restrictions,  rights  of way,  if any,  and  other  matters  of record
provided they do not materially  impair  marketability of title or which are not
objected to by Buyer in the manner prescribed in Section 7 hereto.

     1.19 "Properties" means, collectively,  the Owned Properties and the Leased
Properties  which are  designated  herein and on  Schedule  1 hereto;  provided,
however,  that in the  event  Seller  exercises  the  Removal  Option,  the term
"Properties" shall be deemed to not include the Memphis Property (Store # 4709).

     1.20   "Purchase   Price"  means  the  sum  of  Sixteen   Million   Dollars
($16,000,000);  --------------  provided,  however,  that  in the  event  Seller
exercises the Removal  Option,  the term "Purchase  Price" shall mean the sum of
Fifteen Million Seven Hundred Thousand Dollars ($15,700,000).

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     1.21 "Removal  Option" means Seller's right to remove the Memphis  Property
from the purchase and sales transaction  contemplated by this Agreement,  as set
forth in Section 2(c) below.

     1.22 "Sublease"  means,  as to the Leased  Properties  those  sub-subleases
between Seller, as sub-sublessor, and a Franchisee, as sub-sublessee, and, as to
the Owned Properties,  those leases between Seller, as lessor, and a Franchisee,
as lessee, and all amendments and modifications thereof.

     1.23 "Title Insurer" means Lawyers Title Insurance Corporation.

     1.24 "Title  Policy" means,  as to each  Property,  a standard form owner's
policy of title  insurance,  dated the Closing Date,  insuring Buyer as owner of
good and  marketable  fee  title to the  Owned  Properties  and the  holder of a
subleasehold  interest in the Leased  Properties  subject only to the  Permitted
Exceptions.

     1.25 "Title Report" means a certificate of title, title commitment or title
report  issued by the Title  Insurer to Buyer,  which shall  disclose  Seller as
owner of fee  simple  interest  in the  Owned  Properties  and the  holder  of a
subleasehold  interest in the Leased  Properties and shall  disclose,  and shall
have attached to it, copies of all documents of record underlying all exceptions
to title and all  encumbrances  on and other  matters  of record  affecting  the
Properties.

     2. Purchase and Sale.  (a) Subject to and in accordance  with all terms and
conditions and based upon all  representations  and warranties set forth in this
Agreement, on the Closing Date, Seller shall convey, transfer,  assign, sell and
deliver to Buyer, and Buyer shall acquire, accept and purchase the Properties.

     (b) From the date hereof until 5:00 p.m.  Eastern Standard Time on December
9, 1997 (the "Due  Diligence  Period")  Buyer  shall  have the right to  satisfy
itself,  in  its  sole  discretion,  as to  all  matters  with  respect  to  the
Properties.  If, on or before the expiration of the Due Diligence Period,  Buyer
gives notice to Seller and Escrow Agent (the "Cancellation Notice") that it does
not desire to purchase the  Properties,  the Deposit shall be returned to Buyer,
and neither  party shall have any further  liability  or  obligation  under this
Agreement.  If Buyer does not give the Cancellation  Notice to Seller within the
Due  Diligence  Period,  then Buyer shall no longer have the right to  terminate
this Agreement pursuant to this Section 2(b).

     (c) Seller  shall  have the right in its sole and  absolute  discretion  to
elect to remove the Memphis  Property  from the purchase  and sales  transaction
contemplated by this Agreement by delivering  written notice  delivered to Buyer
in  accordance  with  Section  17 below at any time on or before  5:00  p.m.  on
December 9, 1997.

     (d) In the event Buyer  terminates  that certain  Agreement of Purchase and
Sale (the "BKLP I Purchase  and Sale  Agreement")  between  Burger King  Limited
Partnership I and Buyer pursuant to Section 2(b) thereof,  Seller shall have the
right to  terminate  this  Agreement  upon  delivery of written  notice to Buyer
within  five  (5)  days of the date on which  Buyer  has  terminated  the BKLP I
Purchase and Sale Agreement. Upon such termination the Deposit shall be returned
to Buyer, and neither party shall have any further liability or obligation under
this Agreement.

<PAGE>


     3.  Purchase  Price;  Payment  Thereof.  The  Purchase  Price is subject to
prorations  and  adjustments  as  described  in  Section 9,  further  subject to
adjustment  in the case of a removal of a Property as provided in Sections 7 and
13. The  Purchase  Price is payable by Buyer to Seller at the Closing by wire or
other mutually agreeable transfer of immediately available funds.

     4. Closing Date. The Closing Date shall be on a date selected by Buyer upon
three (3) days written notice to Seller but not later than the later of (i) five
(5) days  following the last day of the Due  Diligence  Period or (ii) the first
business day following the date that the contingency set forth in Section 6.3 is
removed.  The  Closing  shall take place by mail in escrow at 11:00 a.m.  on the
Closing Date at the offices of the Title Insurer.

                  5. Escrow  Agent.  The Deposit  shall be  deposited  by Escrow
Agent in an interest  bearing escrow account and the proceeds held and disbursed
in accordance with the terms of this  Agreement.  Unless the Deposit is returned
to Buyer pursuant to Section 2(b), upon Closing,  Escrow Agent shall deliver the
Deposit to Seller and the Deposit shall be credited  against the Purchase Price.
In all other  cases,  if  either  party  makes a demand  upon  Escrow  Agent for
delivery of the Deposit,  Escrow  Agent shall give  written  notice to the other
party of such demand.  If a notice of  objection to the proposed  payment is not
received from the other party within seven (7) business days after the giving of
notice  by Escrow  Agent,  time  being of the  essence,  Escrow  Agent is hereby
authorized  to deliver the  Deposit to the party who made the demand.  If Escrow
Agent  receives a notice of  objection  within  said  period or if for any other
reason Escrow Agent in good faith elects not to deliver the Deposit, then Escrow
Agent shall  continue to hold the  Deposit  and  thereafter  pay it to the party
entitled  when  Escrow  Agent  receives  (a) a notice from the  objecting  party
withdrawing  the  objection,  or (b) a notice  signed by both parties  directing
disposition  of the Deposit or (c) a judgment  or order of a court of  competent
jurisdiction  directing  disposition  of the  Deposit.  Buyer and Seller  hereby
jointly  and  severally  agree  that  Escrow  Agent  shall  incur  no  liability
whatsoever in connection with its good faith  performance  under this Agreement,
and Buyer and Seller hereby  jointly and severally  release and waive any claims
they may have against Escrow Agent which may result from its performance in good
faith of its functions under this  Agreement.  Escrow Agent shall be liable only
for loss or damage caused  directly by its acts of negligence  while  performing
under this Agreement.  Buyer and Seller further agree to indemnify against, hold
harmless,  release and waive any claims they may have against  Escrow Agent as a
result  of a  reasonable  delay  in any  wire  transfer  made  pursuant  to this
Agreement,  and/or any errors in wiring  instructions given to Escrow Agent. The
signing of this  Agreement  by Escrow Agent is only to evidence  Escrow  Agent's
acceptance of the terms and conditions of this paragraph.

     6. Conditions Precedent.

     6.1 The  obligation  of Seller to sell the  Properties  on the Closing Date
shall be subject to the satisfaction,  of the following conditions (any of which
may be waived by Seller):  (a) the  representations  and warranties of Buyer set
forth in Section 11 were true and correct in all material respects when made and
are true and correct in all  material  respects on the Closing  Date,  (b) Buyer
delivers to Seller each of the items required to be delivered by Buyer and takes
all of the actions  required to be taken by Buyer under Section 8 prior to or on
the Closing Date, (c) Buyer shall have performed, observed and complied with all
covenants, agreements and conditions required by this Agreement to be performed,
observed  and  complied  with on its part prior to or as of the Closing Date and
shall not otherwise be in default under this  Agreement,  (d) the  provisions of
Section 6.3 shall have been  satisfied,  (e) Buyer and Burger  King  Corporation
shall  execute  and  deliver  a Lease  Support  Agreement  (the  "Lease  Support
Agreement")  substantially in the form attached hereto as Exhibit G and Buyer at
its sole cost and expense  shall  deliver an  irrevocable  letter of credit (the
"Letter of Credit") to Burger King  Corporation  on the Closing Date as required
under the Lease Support Agreement;  and (f) no default by Buyer under the BKLP I
Purchase and Sale Agreement shall have occurred and be continuing.

<PAGE>


     6.2 The  obligation of Buyer to purchase the Properties on the Closing Date
shall be subject to the  satisfaction of the following  conditions (any of which
may be waived by Buyer):  (a) the  representations  and warranties of Seller set
forth in Section 10 were true and correct in all material respects when made and
are true and correct in all material  respects on the Closing  Date,  (b) Seller
delivers to Buyer each of the items required to be delivered by Seller and takes
all of the actions required to be taken by Seller under Section 8 prior to or on
the Closing  Date,  and (c) Seller shall have  performed,  observed and complied
with all covenants,  agreements and conditions  required by this Agreement to be
performed,  observed and complied with on its part prior to or as of the Closing
Date.

     6.3 The parties'  respective  obligations  hereunder are further subject to
the right of Seller's limited partners pursuant to Seller's agreement of limited
partnership  to vote to  disapprove  the sale of the  Properties.  In connection
therewith,  Seller has  determined to convene a meeting of its limited  partners
for the purpose of considering  the  disapproval of the sale of the  Properties,
has completed the preparation of a preliminary  proxy  statement  concerning the
transactions  contemplated  herein,  has filed such preliminary  proxy statement
with the  Securities and Exchange  Commission  ("SEC") and has mailed such proxy
statement to its limited  partners.  Seller  shall  convene a meeting of limited
partners on the date and for the purposes specified in such proxy statement.  If
a majority of Sellers' limited partners do not vote to disapprove of the sale of
the  Properties,  the  parties  will  proceed  to  Closing,  assuming  all other
conditions are satisfied or waived.  If a majority of Seller's  limited partners
vote to  disapprove  of the  proposed  sale,  Seller  shall  have  the  right to
terminate  this  Agreement  by written  notice to Buyer,  the  Deposit  shall be
returned to Buyer and thereafter  neither party shall have any obligation to the
other under this  Agreement.  If for any reason the meeting of Seller's  limited
partners is delayed,  postponed or adjourned to a date  subsequent to six months
following  the mutual  execution  of this  Agreement,  then  Buyer,  in its sole
discretion,  may terminate this  Agreement by written notice to the Seller,  the
Deposit shall be returned to Buyer and  thereafter  neither party shall have any
obligation to the other under this Agreement.

                  7.  Title  Exceptions.  Buyer  acknowledges  that  Seller  has
delivered  a Title  Report  from the Title  Insurer  for each of the  Properties
together  with a survey of each of the  Properties  to Buyer.  Buyer  shall have
until the last day of the Due  Diligence  Period to object to any  exception  to
title  appearing  in  the  Title  Report  or  survey  which  materially  impairs
marketability  of title by  delivering  written  notice to the Seller  (for each
Property an "Objection" and collectively "Objections"). If Buyer fails to object
as prescribed in this section then the Buyer  acknowledges  and agrees that such
exception shall be a Permitted Exception and Buyer shall be obligated to proceed
with the Closing and take title to the Properties, subject to such exceptions to
title without a reduction of the Purchase Price.

                           (a) Upon receipt of such Objection, Seller shall have
         the  right,  but not the  obligation,  to  seek to  eliminate,  cure or
         correct  such  exceptions  to  title.  If such  exceptions  to title in
         Seller's sole and  exclusive  judgment can be cured or corrected and if
         Seller  notifies  Buyer not later than 5:00 p.m. (New York time) within
         ten (10) days after receipt of all Objections to the  Property(ies)  to
         seek to cure or correct  same,  then (x) Seller shall have the right to
         adjourn the  Closing for such  Property(ies)  for such  period,  not to
         exceed  ninety (90) days as shall,  in Seller's  discretion  reasonably
         exercised, be required in order to cure such


<PAGE>


 exceptions  to title and Buyer  shall be  obligated  to purchase on the Closing
Date all  Properties  not objected to as provided  above and the Purchase  Price
shall be reduced by the consideration attributable to the affected Property(ies)
as shown on  Schedule  1; (y) Seller  shall give Buyer  written  notice upon the
correction  of an  Objection  for each  Property and Buyer shall  purchase  such
Property,  according to the terms hereof,  on a mutually  agreeable closing date
within ten (10) days of such  notice;  and (z) if such  exceptions  to title can
only be satisfied  by the payment of money,  Seller shall be entitled to apply a
portion  of  the  Purchase   Price   payable  on  such  Closing  Date  for  such
Property(ies)  in order to cure or correct  same. If Seller,  having  elected to
attempt to cure such exceptions to title, fails so to do within such ninety (90)
day period,  Buyer shall have no further obligation to purchase and Seller shall
have no  further  obligation  to sell the  Properties  subject  to such  uncured
exceptions to title unless Buyer  forthwith  elects to purchase such  Properties
subject to the  unrectified  matters with no reduction in the Purchase Price. If
Seller fails to notify Buyer of its election to seek to cure such  exceptions to
title, Seller shall be deemed to have elected NOT to seek to cure same.

                           (b) If Seller  elects not to cure all  Objections  to
         title on any Property  encumbered by same,  Buyer may, at its election,
         (x) proceed  with the  Closing and take title to all of the  Properties
         subject to such exceptions to title without a reduction of the Purchase
         Price, or (y) terminate this Agreement by written notice to Seller,  in
         which  case the  Deposit  shall be  returned  to Buyer  and  thereafter
         neither  party  shall  have any  obligation  to the  other  under  this
         Agreement,  provided,  however,  that Buyer shall  provide such written
         notice of termination to Seller no later than the close of business ten
         (10) days after receipt of Seller's  notice  electing not to cure title
         exceptions  (the "Title  Notice  Day").  If Buyer fails to provide such
         notice by 5:00 p.m.  (New York  time) on the Title  Notice  Day,  Buyer
         shall be obligated to purchase all the  Properties as provided  herein,
         subject to the  Permitted  Exceptions  as well as the title  exceptions
         that Seller elected not to cure.

To be effective, each notice delivered by Buyer to Seller hereunder must be sent
by  facsimile  transmission  to the FAX  numbers set forth in Section 17 with an
original hard copy thereof sent in accordance  with the  requirements of Section
17. Any  dispute as to whether or not a notice  regarding  removal of a Property
from the  Agreement  has been  given in a timely  manner  shall be  resolved  by
reference to the date and time stamped on the first page of the  facsimile  copy
of such notice by the facsimile unit receiving same.

                  8. Closing Deliveries.  At the Closing,  the following actions
shall be taken, all of which will be deemed taken  simultaneously  and no one of
which will be deemed completed until all have been completed:

                           (a) The  Purchase  Price  shall be paid to  Seller in
accordance with Section 3.

                           (b) The  Deeds  for  each  Owned  Property  shall  be
executed and delivered to Buyer.

                           (c) Buyer and Seller  shall  execute  and  deliver an
         Assignment and Assumption of Lease for each Leased Property.

                           (d) Buyer and Seller  shall  execute  and  deliver an
         Assignment and Assumption of Sublease for each Sublease encumbering the
         Properties.

                           (e) An  affidavit of the Seller under FIRPTA shall be
delivered to Buyer.

<PAGE>

                           (f)  Seller  shall  deliver  to  Buyer  the  original
         counterparts  or true copies of the Leases  assigned by Seller to Buyer
         and  assumed by Buyer  pursuant to the  Assignment  and  Assumption  of
         Leases delivered under clause (c) above (or copies thereof certified to
         be true and correct by Seller) and the  original  counterparts  or true
         copies of the  Subleases  assigned  by Seller to Buyer and  assumed  by
         Buyer pursuant to the Assignment and Assumption of Subleases  delivered
         under  clause (d) above (or  copies  thereof  certified  to be true and
         correct by Seller).

                           (g) Seller shall use commercially  reasonable efforts
         to deliver to Buyer estoppel certificates from the Franchisees,  in the
         form attached  hereto as Exhibit C on or before the last day of the Due
         Diligence Period,  and if Seller,  after using reasonable  efforts,  is
         unable to obtain such estoppel certificates from the Franchisees by the
         Closing Date, the balance of the estoppel certificates,  if any, may be
         delivered  by  Seller,  in  the  form  attached  hereto  as  Exhibit  D
         ("Seller's Franchisee Estoppel Certificate").

                           (h) Seller shall use commercially  reasonable efforts
         to deliver to Buyer estoppel certificates from Burger King, in the form
         attached  hereto  as  Exhibit  E on or  before  the last day of the Due
         Diligence  Period,  and if Seller after using  reasonable  efforts,  is
         unable to obtain  such  estoppel  certificates  from Burger King by the
         Closing Date, the balance of the estoppel certificates,  if any, may be
         delivered by Seller,  in the form attached as Exhibit F (the  "Seller's
         Burger King Estoppel Certificate").

                           (i) Seller shall  deliver the  originals (if any, and
         to  the  extent  in  Seller's  possession)  of all  agreements,  plans,
         drawings,  surveys, technical descriptions,  warranties and licenses or
         permits affecting the Properties.

                           (j) Any and all documents,  affidavits and agreements
         reasonably  required  by the  Title  Insurer  to enable it to issue the
         Title Policies shall be delivered by Buyer and Seller, respectively.

                           (k) Buyer and Burger King  Corporation  shall execute
         and deliver the Lease  Support  Agreement  and Buyer shall  deliver the
         Letter of Credit to Burger King Corporation.

If additional  estoppel  certificates are received by Seller from Burger King or
any  Franchisee  after the last day of the Due Diligence  Period and up to sixty
(60) days  after the  Closing,  such  estoppel  certificates  shall be deemed to
replace the Seller's Franchisee Estoppel Certificate or the Seller's Burger King
Estoppel Certificate,  as applicable,  with respect to the Sublease or Lease for
which an  estoppel  has been  received.  Buyer  agrees to  cooperate  and assist
Seller,  at no  expense  to  Buyer,  in  obtaining  such  estoppel  certificates
subsequent to the last day of the Due Diligence Period.

     9. Adjustments and Prorations; Closing Expenses.

     9.1  Adjustments  and  Prorations.  The basic or fixed  rents  and  charges
payable under the Subleases  and rents and charges  actually  received by Seller
for the month in which the Closing  occurs,  which rents and charges may include
but are not limited to basic or fixed rents, shall be apportioned  between Buyer
and Seller as of 11:59 p.m. of the day next preceding the Closing Date (it being
understood  and agreed  that  Buyer and Seller  shall  endeavor  to compute  all
closing adjustments at least five (5) business days prior to the Closing Date).


<PAGE>

                  The percentage rents shall be pro-rated as of the Closing Date
in the following  manner:  the total amount of  percentage  rent payable for the
fiscal year in which the Closing  occurs  ("Fiscal Year 1997") for each Property
shall be computed  for each  Property  based on an estimate of the sales for the
entire  Fiscal  Year 1997  which  shall be  determined  by the prior  year sales
multiplied  by the  percentage  of  increase or decrease in sales for the period
commencing with the beginning of Fiscal Year 1997 through and including the last
day of the month prior to the Closing Date over the comparable  period for 1996.
The resulting  percentage  rental  obligation for Fiscal Year 1997 shall then be
apportioned  equally  to each day  during  Fiscal  Year  1997,  with the  amount
accruing  prior  to the  Closing  Date  being  referred  to as the  "Pre-Closing
Portion".  Seller shall be credited with 1997 percentage  rents in the amount of
the excess,  if any, of (i) the  Pre-Closing  Portion reduced by (ii) percentage
rent  payments  actually  received  by Seller for Fiscal  Year 1997 prior to the
Closing Date.  If clause (ii) above  exceeds (i) above,  Seller shall be debited
with such excess on the Closing Date.

                  Seller represents and warrants that the respective Franchisees
of the  Properties  have the  obligation  for paying all real  estate  taxes and
assessments and all charges for utility services.

     9.2 Closing Expenses. The premium for the Title Policies, all costs for the
Title Report,  all escrow charges,  all transfer charges and taxes, and all fees
and other costs for recording the Deeds and other  conveyancing  documents shall
be  paid  by  Buyer.   Seller  shall  pay  fees  for  the  surveys  prepared  by
International  Land Services Inc. and any expenses  incurred in connection  with
Seller  complying  with Section 6.3. All other expenses of Closing shall be paid
by Buyer, other than Seller's legal expenses.

                  10.  Representations  and Warranties of Seller.  Seller hereby
represents and warrants to Buyer as follows,  it being expressly  understood and
agreed that all such  representations  and warranties are to be true and correct
at the date of this  Agreement,  except  as  otherwise  provided,  and as of the
Closing, but such representations and warranties shall not survive the Closing:

                           (a) Seller has the full right, power and authority to
         enter  into this  Agreement  and at the date  hereof  but not as of the
         Closing  subject to the right of its limited  partners as  discussed in
         Section 6.3, to cause the sales, transfers and assignments contemplated
         herein;  and each of the persons  signing  this  Agreement on behalf of
         Seller is authorized to do so;

                           (b)  To the  actual  knowledge  of  Seller,  (i)  the
         execution and delivery of this  Agreement and the  consummation  of the
         transactions  contemplated hereunder on the part of the Seller does not
         violate any  applicable  law,  ordinance,  statute,  rule,  regulation,
         order,  decree or judgment to which Seller may be subject,  and (ii) no
         action  by any  federal,  state  or  municipal  or  other  governmental
         department,  commission,  board, bureau or instrumentality is necessary
         to make  this  Agreement  a valid  instrument  binding  upon  Seller in
         accordance with its terms; and

                           (c) To the actual  knowledge of Seller,  there are no
         pending  or  contemplated  condemnation,   eminent  domain  or  similar
         proceedings  with  respect  to all or any  portion  of the  Properties,
         except as provided in Section 13.

                           (d)  Except  for  the  information  contained  in the
         documents  listed in Schedule 2 attached  hereto,  Seller has no actual
         knowledge as to the environmental conditions of the Properties.

                           (e) Seller has no contracts of any kind,  such as for
         waste  disposal,  termite  protection,  cleaning  services,  management
         services or paper supplies which will survive the Closing.

<PAGE>


                           (f) Seller has  delivered to Buyer the monthly  sales
         reports  for the months  January  through  October  1997 or true copies
         thereof  which were  delivered  to Buyer from Burger King  Corporation.
         Seller  expressly  does  not  represent  or  warrant  the  accuracy  or
         completeness of the information contained in such sales reports.

                           (g) From and after the date hereof  until the Closing
         or earlier termination of this Agreement, Seller shall not sell, assign
         or create any right, title or interest whatsoever in or to any Property
         or create any liens,  encumbrance  or charge thereon  without  promptly
         discharging same.

                           (h) From and after the date hereof  until the Closing
         or earlier  termination  of this  Agreement,  Seller shall  conduct its
         activities as landlord of the Properties reasonably consistent with its
         past practices.

                  If Buyer discovers prior to Closing,  that any  representation
or warranty made in this Agreement, in Seller's Estoppel Certificate(s), if any,
or in Seller's  Burger King  Estoppel  Certificate(s),  if any, is untrue in any
material  respect,  then Buyer shall have the right,  as its sole and  exclusive
remedy,  either to (i) terminate  this Agreement by notice given to Seller prior
to the Closing  Date,  receive a return of the Deposit  and  thereafter  neither
party shall have any obligation to the other under this Agreement, or (ii) elect
to purchase the  Properties  subject to such untrue  representation  or warranty
without any reduction in the Purchase Price.

                  11.  Representations  and  Warranties  of Buyer.  Buyer hereby
represents  and  warrants  to  Seller  as  follows,   such  representations  and
warranties  to be true and correct at the date of this  Agreement  and as of the
Closing, but such representations and warranties shall not survive the Closing:

     (a) Buyer is a limited  partnership  duly  organized  and in good  standing
under the laws of the State of Delaware;

                           (b) Buyer has the full right,  power and authority to
         enter into and fully perform its obligations under this Agreement,  and
         each of the  persons  signing  this  Agreement  on  behalf  of Buyer is
         authorized to do so; and

                           (c)  To  the  actual  knowledge  of  Buyer,  (i)  the
         execution and delivery of this  Agreement and the  consummation  of the
         transactions  contemplated  hereunder  on the  part of  Buyer  does not
         violate any  applicable  law,  ordinance,  statute,  rule,  regulation,
         order,  decree or judgment  to which Buyer may be subject,  and (ii) no
         action  by any  federal,  state  or  municipal  or  other  governmental
         department,  commission,  board, bureau or instrumentality is necessary
         to make  this  Agreement  a valid  instrument  binding  upon  Buyer  in
         accordance with its terms.

                  If Seller discovers prior to Closing,  that any representation
or warranty  made in this  Agreement  is untrue in any  material  respect,  then
Seller shall have the right to terminate this Agreement by notice given to Buyer
prior to the Closing Date.

                  12.  Damage or  Destruction.  In the event that a casualty  or
other loss occurs to any  Property  prior to the Closing  Date which (i) renders
such Property  inoperable as a restaurant for a period  reasonably  estimated by
Seller  to  exceed  four (4)  months,  or (ii) with  respect  to which  there is
insufficient  insurance  coverage  and/or tenant  contributions  to restore such
Property  to its  condition  prior  to such  casualty,  Buyer  may,  in its sole
discretion (a) elect to purchase all of the Properties  without reduction of the
Purchase  Price; or (b) terminate this Agreement by written notice to Seller and
receive a return of the Deposit.

<PAGE>


                  13. Eminent Domain. In the event of any threatened,  commenced
or  consummated   proceedings  in  eminent  domain   respecting  a  Property  or
substantially  all of a Property,  Buyer may, at its option, by notice to Seller
given  ten (10)  days  after  Buyer  is  notified  of such  actual  or  possible
proceedings,  elect to remove the affected  Property from this Agreement and the
Purchase  Price  shall  be  reduced  by the  consideration  attributable  to the
affected  Property as shown on Schedule 1, or if Buyer fails to elect or if such
eminent domain  proceedings are for less than  substantially  all of a Property,
then Buyer shall be obligated  to purchase  the Property as provided  herein and
Seller  shall,  at the  Closing,  assign to Buyer its  entire  right,  title and
interest in and to any condemnation award.

                  14.      Environmental Inquiries.

                  Buyer  acknowledges  that  Seller,  at Seller's  expense,  has
caused   Environmental   Consulting  &  Technology,   Inc.  ("ECT")  to  conduct
Transaction Screen Assessments  consistent with ASTM Standard E 1528-93 (each, a
"Transaction Screen") of the Properties,  and that Seller herewith has furnished
to Buyer such information as more particularly described on Schedule 2 hereto.

                  15.  Property  "As  Is".  Seller  does  not  warrant,   either
expressly or impliedly,  the condition or fitness of the  Properties,  including
without  limitation the  environmental  fitness and condition of the Properties.
Buyer  acknowledges that it has made such inspections and  investigations of the
Properties  as it  has  deemed  necessary  including,  without  limitation,  the
physical  and  environmental  features  of the  Properties  and that  Buyer will
acquire the  Properties  "AS IS,  WHERE IS" in their  current  state,  including
without limitation their current physical and environmental  condition,  subject
to normal wear and tear between the  effective  date of this  Agreement  and the
Closing. It is expressly  understood and agreed that the willingness of Buyer to
purchase the Properties on an "AS IS, WHERE IS" basis in accordance  herewith is
a material  inducement  to Seller's  agreement to sell the  Properties to Buyer.
Buyer  hereby  waives  any and all  claims  which it may now or  hereafter  have
against  Seller  arising  out  of  or in  connection  with  Environmental  Laws,
including  without  limitation  any such claims under the federal  Comprehensive
Environmental  Response,  Compensation,  and  Liability  Act, 42 U.S.C.  Section
9601-9659  ("CERCLA"),  and any claims under state  common law,  relating to the
emission,  discharge  or release  of any  hazardous  substance,  as that term is
defined  under CERCLA at 42 U.S.C.  Section  9601(14),  or petroleum  product or
other pollutant or contaminant.

                  16. Brokerage. Each party represents and warrants to the other
that it has neither engaged nor employed any broker or finder in connection with
the transactions contemplated by this Agreement, except that Seller, at Seller's
expense,  has  retained  Jones Lang  Wootton  USA,  Inc.  and each party  hereby
indemnifies  and agrees to hold the other  harmless  from and  against any loss,
cost, damage or expense (including  reasonable attorneys' fees) by reason of the
incorrectness of such representation and warranty.  This provision shall survive
the Closing.

                  17.  Notices.  All  notices,  demands,   requests,   consents,
approvals or other communications  ("Notices") required or permitted to be given
hereunder or which are given with respect to this Agreement  shall be in writing
and shall  (except as herein  expressly  provided to the  contrary) be delivered
personally  or sent by either  registered  or  certified  mail,  return  receipt
requested,  postage prepaid, by Federal Express or another nationally recognized
air courier  service,  or by  telephonic  facsimile  transmission,  addressed as
follows:

<PAGE>


                  TO SELLER:

                           Burger King Limited Partnership, III
                           3 World Financial Center, 29th Floor
                           New York, New York 10285
                           Attention:  Kenneth F. Boyle
                           FAX: (212) 528-9696

                  With a copy to:

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, New York 10017
                           Attention: C. Tanner Rose, Jr., Esq.
                           FAX: (212) 455-2502

                  TO BUYER:

                           U.S. Restaurant Properties Operating L.P.
                           5310 Harvest Hill Road
                           Suite 270
                           Dallas, Texas 75230
                           Attention:  Fred Margolin
                           FAX:  (972) 490-9119

                  With a copy to:

                           Middleberg, Riddle & Gianna
                           2323 Bryan Street, Suite 1600
                           Dallas, Texas 75201
                           Attention:  Richard S. Wilensky, Esq.
                           FAX:  (214) 220-0179

or such other address as such party shall have  specified  most recently by like
Notice.  Notices  mailed as provided  herein  shall be deemed given on the third
business day following  the date so mailed,  on the business day received from a
nationally  recognized  air courier  service or on the  business day received by
facsimile transmission.

                  18.   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute but one and the same instrument.
                  19.  Governing  Law.  This  Agreement  shall be  governed  by,
interpreted  under,  and construed and enforced in accordance  with, the laws of
the State of New York.

                  20.   Jurisdiction.   The  parties  hereto   irrevocably   and
unconditionally  submit themselves to the general  jurisdiction of the courts of
the State of New  York,  the  courts of the  United  States of  America  for the
Southern  District of New York, and the appellate  courts thereof,  in any legal
action or proceeding arising under this Agreement or in any way related hereto.

<PAGE>


                  21. Entire Agreement. This Agreement is not to be recorded and
may not be changed, modified or terminated except by written instrument executed
by the parties hereto.  This Agreement  (including the Exhibits attached hereto)
contain the entire  agreement  between the parties  with  respect to the subject
matter  hereof and  supersedes  all prior  understandings,  if any, with respect
thereto.  This Agreement may not be modified,  changed or supplemented,  nor may
any obligations  hereunder be waived, except by written instrument signed by the
party to be charged or by its agent duly  authorized  in writing or as otherwise
expressly  permitted  herein.  The  parties do not intend to confer any  benefit
hereunder on any person, firm or corporation other than the parties hereto. This
provision shall survive the Closing.

                  22.  Attorneys' Fees. Should either party institute any action
or proceeding to enforce this Agreement or any provision  hereof, or for damages
by reason of any alleged  default  under or breach of this  Agreement  or of any
provision hereof, or for a declaration of rights hereunder, the prevailing party
in any such action or  proceeding  shall be  entitled to receive  from the other
party all costs and expenses,  including reasonable attorneys' fees, incurred by
the prevailing  party in connection  with such action or proceeding at trial and
any appellate levels.

                  23.  Non-Waiver of Rights. No failure or delay of either party
in the exercise of any right given to such party  hereunder  shall  constitute a
waiver thereof  unless the time specified  herein for exercise of such right has
expired, nor shall any single or partial exercise of any right preclude other or
further  exercise  thereof  or of any other  right.  The  waiver  of any  breach
hereunder  shall not be  deemed  to be a waiver  of any other or any  subsequent
breach hereof.

                  24. Rules of  Construction.  This Agreement shall be construed
without regard to any presumption or other rule requiring  construction  against
the party causing this Agreement to be drafted.

                  25.  Titles and  Headings.  Titles and headings of Sections of
this  Agreement are for  convenience  of reference only and shall not affect the
construction of any provision of this Agreement.

                  26. Exhibits.  Each of the Exhibits and Schedules  referred to
herein  and  attached  hereto  is an  integral  part of this  Agreement  and are
incorporated herein by this reference.

                  27. Pronouns;  Joint and Several  Liability.  All pronouns and
any  variation  thereof shall be deemed to refer to the  masculine,  feminine or
neuter,  singular or plural, as the identity of the parties may require.  If the
Buyer  consists of two or more  parties,  the liability of such parties shall be
joint and several.

                  28. Further Assurances. Seller and Buyer each agree to do such
further  acts and things and to execute and deliver such  additional  agreements
and instruments as the other may reasonably  require to consummate,  evidence or
confirm  the  sale  or any  other  agreement  contained  herein  in  the  manner
contemplated hereby.

                  29. No  Assignment.  Buyer  shall have no right to assign this
Agreement  or its rights  hereunder,  without  the  express  written  consent of
Seller.  The transfer of a controlling  interest in the shares of Buyer shall be
deemed an assignment for purposes of this  Agreement;  provided,  however,  that
Buyer shall be permitted to assign its rights to purchase one or more Properties
to a wholly-owned  subsidiary of Buyer provided  Buyer (i)  indemnifies  Seller,
Lehman  Brothers,  Inc. and any of their  affiliates,  subsidiaries,  directors,
officers,  shareholders  or partners  from any and all costs and/or  liabilities
incurred in  connection  with any claims,  settlements,  fines,  investigations,
remediation activities or other charges relating to any environmental conditions
now or hereafter existing on such Property in a form satisfactory to Seller, and
(ii)  notifies  Seller of the name of the  assignee on or before the last day of
the Due Diligence Period.

<PAGE>

                  30. Damages.  In the event this Agreement is terminated due to
either party's default in the performance of its obligations hereunder or due to
Buyer's default under the BKLP I Purchase and Sale Agreement,  then if Seller is
the  defaulting  party Buyer  shall be  entitled to pursue any and all  remedies
available at law or in equity, including but not limited to specific performance
or to terminate this Agreement and receive a refund of the Deposit. In the event
Buyer is the  defaulting  party,  then the parties  have agreed that the Deposit
shall  be  retained  by  Seller  as  agreed  upon  liquidated  damages  it being
acknowledged  that Seller's  damages from Buyer's default might be impossible to
ascertain  and that the Deposit  constitutes  a fair and  reasonable  amount for
Seller's damages and is not a penalty.  Thereafter  neither party shall have any
responsibility or obligation to the other under or pursuant to this Agreement.

                  Initial:
                             ---------------        -----------------
                                 Seller                   Buyer

                  31. TIME OF ESSENCE.  TIME IS OF THE ESSENCE OF EACH AND EVERY
TERM, CONDITION AND PARTICULAR OF THIS AGREEMENT.



<PAGE>


                  IN WITNESS  WHEREOF,  the undersigned  have duly executed this
Agreement as of the day and year first above written.



SELLER:                                                BUYER:

BURGER KING LIMITED PARTNERSHIP III,        U.S. RESTAURANT PROPERTIES 
a New York limited partnership              OPERATING L.P.

                                            By:      USRP MANAGING, INC.
By:      BK III RESTAURANTS INC.

                                            By:
                                               ------------------------------
         General Partner                        Name:
                                                Title:

By:
   ---------------------------
     Name:  Kenneth Boyle
     Title:    President



ESCROW AGENT:

LAWYERS TITLE INSURANCE CORPORATION



By:
   ----------------------------
         Name:
         Title:



<PAGE>



                       BURGER KING LIMITED PARTNERSHIP III

                                   SCHEDULE 1

  STORE                  LOCATION                             SALES PRICE
  -----                  --------                             --------------
  4217                   Montgomery, AL                       $   534,500
  4163                   Covina, CA                               828,700
  4808                   San Bernardino, CA                       160,000
  4268                   Federal Heights, CO                      305,200
  4101                   Largo, FL                                867,500
  4182                   Atlanta, GA                              875,000
  4693                   Columbus, IN                           1,370,400
  4590                   Gary, IN                                 963,000
  4482                   Brooklyn Park, MD                        190,000
  4116                   Moundsview, MN                           640,000
  4348                   Edison, NJ                             1,125,000
  4213                   Albuquerque, NM                          479,000
  4767                   Fayetteville, NC                         537,100
  4601                   Wilson, NC                               758,300
  4714                   North Augusta, SC                        967,500
  4445                   Chattanooga, TN                          680,000
  4320                   Gallatin, TN                             963,000
  4709                   Memphis, TN                              300,000
  4839                   Nashville, TN                            490,000
  4483                   Shelbyville, TN                        1,114,200
  4328                   Cleburne, TX                             886,000
  4067                   Sulphur Springs, TX                      965,600
                                                             ---------------
                                                             $16,000,000.00



<PAGE>


                                   SCHEDULE 2




1.       Updated Transaction Screen Reports for Burger King Limited Partnership
         III Sites prepared by Environmental Consulting & Technology, Inc. dated
         October 1997.

2.       Transaction  Screen  Reports for Burger King  Limited  Partnership  III
         Sites  prepared by  Environmental  Consulting & Technology,  Inc. dated
         December, 1994.


<PAGE>

                                                                 EXHIBIT A


                       ASSIGNMENT AND ASSUMPTION OF LEASE


                  FOR AND IN  CONSIDERATION  of the sum of Ten Dollars  ($10.00)
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the undersigned, Burger King Limited Partnership III, a
New York limited  partnership  ("Assignor"),  does hereby sell, assign,  convey,
transfer,  set over and deliver to [ ], a [ ] ("Assignee"),  the entire interest
of Assignor,  as lessee,  in and to the lease of real property more particularly
described in Exhibit A attached  hereto and  incorporated  by reference  herein,
between Burger King Corporation,  as lessor, and Burger King Limited Partnership
III, as tenant, dated lease_date, a Memorandum of which was filed on ___________
__, 19__ and recorded at Book _____, Page _____ in the _________ County Registry
of Deeds (the "Lease").

                  Assignee  hereby  assumes and agrees to perform all the terms,
covenants  and  conditions  of the Lease  required to be performed by the lessee
thereunder from and after the date hereof. Assignee hereby indemnifies and holds
Assignor  harmless  from and against  any and all loss,  cost,  damage,  expense
(including  reasonable attorney's fees),  liability,  claims or causes of action
existing in favor of or asserted by the lessor under the Lease arising out of or
relating to Assignee's failure to perform any of its obligations as lessee under
the Lease on or after the date hereof.

                  Assignor hereby  indemnifies and holds Assignee  harmless from
and  against  any and all loss,  cost,  damage,  expense  (including  reasonable
attorney's fees), liability,  claims or causes of action existing in favor of or
asserted by the lessor under the Lease  arising out of or relating to Assignor's
failure to perform any of its obligations as lessee under the Lease prior to the
date hereof.

                  This  Assignment  shall be binding upon and shall inure to the
benefit of Assignor and Assignee and their respective successors and assigns.




<PAGE>


                  IN WITNESS  WHEREOF,  Assignor and Assignee have executed this
Assignment and Assumption of Lease this _________ day of ____ 1997.

                               ASSIGNOR:

                               Burger King Limited Partnership III,
                               a New York limited partnership


                               By:      BK III Restaurants Inc.,
                                        a New York corporation, general partner



                               By:
                                  --------------------------------------------
                                        Name:
                                        Title:



                               ASSIGNEE:

                               [              ]

                               By:      [          ]


                               By:
                                  --------------------------------------------
                                        Name:
                                        Title:


<PAGE>



                                                                    EXHIBIT B


                      ASSIGNMENT AND ASSUMPTION OF SUBLEASE


                  FOR AND IN  CONSIDERATION  of the sum of Ten Dollars  ($10.00)
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the undersigned, Burger King Limited Partnership III, a
New York limited  partnership  ("Assignor"),  does hereby sell, assign,  convey,
transfer,  set over and deliver to U.S Restaurant Properties Operating L.P., a [
]  ("Assignee"),  the entire interest of Assignor in and to the sublease of real
property  more   particularly   described  in  Exhibit  A  attached  hereto  and
incorporated by reference herein,  between Burger King Limited  Partnership III,
as lessor,  and lessee, as lessee,  dated lease_date,  a Memorandum of which was
filed on file_date, and recorded at book, page, in the county County Registry of
Deeds (the "Sublease").

                  Assignee  hereby  assumes and agrees to perform all the terms,
covenants and conditions of the Sublease  required to be performed by the lessor
thereunder from and after the date hereof,  including,  without limitation,  the
obligation to repay in  accordance  with the terms of the Sublease to the lessee
thereunder  any and all  security  deposits and prepaid  rental  deposits to the
extent,  but only to the extent of the amount of cash  delivered  by Assignor to
Assignee with respect to such security  deposits and prepaid rental deposits and
only to the extent that any such amount shall hereafter become refundable to the
lessee under the Sublease.

                  Assignee hereby  indemnifies and holds Assignor  harmless from
and  against  any and all loss,  cost,  damage,  expense  (including  reasonable
attorney's fees), liability,  claims or causes of action existing in favor of or
asserted  by the  lessee  under  the  Sublease  arising  out of or  relating  to
Assignee's  failure  to  perform  any of its  obligations  as  lessor  under the
Sublease on or after the date  hereof.  Assignor  hereby  indemnifies  and holds
Assignee  harmless  from and against  any and all loss,  cost,  damage,  expense
(including  reasonable attorney's fees),  liability,  claims or causes of action
existing in favor of or asserted by the lessee under the Sublease arising out of
or relating to Assignor's  failure to perform any of its  obligations  as lessor
under the Sublease prior to the date hereof.

                  This  Assignment  shall be binding upon and shall inure to the
benefit of Assignor and Assignee and their respective successors and assigns.




<PAGE>


                  IN WITNESS  WHEREOF,  Assignor and Assignee have executed this
Assignment and Assumption of Sublease this _________ day of December 1997.

                                ASSIGNOR:

                                BURGER KING LIMITED PARTNERSHIP III,
                                a New York limited partnership


                                By:  BK III Restaurants Inc.,
                                     a New York corporation, general partner


                                By:
                                   -----------------------------------
                                      Name:  Kenneth Boyle
                                      Title:  President


                                ASSIGNEE:

                                U.S. RESTAURANT PROPERTIES OPERATING L.P.

                                By:
                                   -----------------------------------
                                      Name:
                                      Title:


<PAGE>



                                                                 EXHIBIT C


                              [FRANCHISEE ESTOPPEL]

                                                _______________, 1997



[                ]

     Re: (a) Sublease or Lease dated  ___________,  between  Burger King Limited
Partnership                 III                 ("Landlord")                 and
______________________________________________________________,     as    tenant
("Franchisee"),   covering  the  real  property  commonly  known  as  __________
_________________________  (the  "Property"),  as  amended  or  modified  by the
following:     _________________________________________________________________
(the "Lease").  (b) Franchise  Agreement dated ___________,  between Burger King
Corporation  ("Burger King"), as franchisor,  and Franchisee with respect to the
operation of a "Burger King" restaurant at the Property,  as amended or modified
by                the                 following:                 _______________
_________________________________________________(the "Franchise Agreement").

Dear Ladies and Gentlemen:

                  The undersigned has been advised that you or another person or
entity are about to purchase the interest of Burger King Limited Partnership III
in the Property.  In connection with such  acquisition,  the undersigned  hereby
represents and certifies to you that:

                  A.  Lease



<PAGE>


     1.  The  Lease  constitutes  the  entire  agreement  between  Landlord  and
Franchisee  pertaining to the Property,  and the  undersigned  has not assigned,
amended, sublet or otherwise transferred its interest in the Lease.

     2. The commencement and termination  dates of the current term of the Lease
are      __________________________________     and     _______________________,
respectively.  Franchisee has the following options or rights to renew the term:
____________________
------------------------------------------------------------------------------.

     3. All rent  payable by  Franchisee  under the Lease has been paid  through
__________________, 1997.

     4. The Lease is in full force and effect;  there are no outstanding notices
of default or breach  under the Lease served  either by Landlord or  Franchisee,
nor, to Franchisee's actual knowledge, has there been any occurrence or omission
which,  with the giving of notice or passage of time or both, would give rise to
a default by either party under the Lease.

     5. There have been no  security or other  deposits  made by  Franchisee  to
Landlord  and  there  have been no  pre-payments  of rent,  nor will  Franchisee
pre-pay rent or other  amounts in  connection  with the Lease.  No  concessions,
rebates, allowances, or other concessions for free or reduced rent in the future
have been granted, other than as set forth in the Lease.


<PAGE>


     6.  Franchisee  has not  currently  (i) made a general  assignment  for the
benefit of  creditors;  (ii)  filed any  voluntary  petition  in  bankruptcy  or
suffered the filing of an involuntary petition by its creditors;  (iii) suffered
the appointment of a receiver to take possession all or substantially all of its
assets;  (iv)  suffered  the  attachment  or other  judicial  seizure  of all or
substantially  all of its assets;  (v) admitted in writing its  inability to pay
its debts as they come due; or (iv) made an offer of  settlement,  extension  or
composition of its creditors generally.

     B. Franchise Agreement



                  1. The Franchise  Agreement  constitutes the entire  agreement
between Burger King Corporation and Franchisee  pertaining to the operation of a
"Burger King" restaurant at the Property.

                  2. The term of the Franchise Agreement is 20 years.

                  3. The Franchise Agreement is in full force and effect;  there
are no
outstanding  notices of default or breach under the Franchise  Agreement  served
either by Burger King  Corporation or Franchisee,  nor, to  Franchisee's  actual
knowledge,  has there been any occurrence or omission which,  with the giving of
notice or passage of time or both,  would give rise to a default by either party
under the Franchise Agreement.


<PAGE>


                  Franchisee  hereby  acknowledges  and agrees  that you and any
such  other  purchasing  person or  entity  shall be  entitled  to rely upon the
foregoing  provisions  of  this  letter  in  consummating  the  above-referenced
transaction.

                                           Very truly yours,

If Franchisee is a corporation, insert     --------------------------------
corporation's name and sign here

                                           By:
                                              -----------------------------
                                                 Name:
                                                 Title:


If Franchisee is an individual, sign       --------------------------------
here:                                            Name:



<PAGE>

                                                                  EXHIBIT D


                               [BKLP III ESTOPPEL]


                                               _________________, 1997



[                       ]


     Re: (a) Sublease dated __________ between Burger King Corporation  ("Burger
King") and Burger King Limited  Partnership III ("BKLP-III"),  covering the real
property commonly known as  ____________________________________________________
(the    "Property"),    as   amended    or    modified    by   the    following:
____________________________________________________
_______________________________________  (the  "Sublease");  and (b) Lease dated
__________   between   BKLP-III,   as  landlord,   and   _______________________
________________,  as  subtenant  ("Franchisee"),  as amended or modified by the
following:      ______________________________________________________      (the
"Operating Lease").

Dear Ladies and Gentlemen:

                  In connection with your purchase of BKLP-III's interest in the
Property,  the  undersigned  hereby  represents  and certifies to you and to any
other purchasing person or entity that:

                  A.  Sublease

                  1. The  Sublease  constitutes  the  entire  agreement  between
Burger  King and  BKLP-III  pertaining  to the  demising  of the  Property,  and
BKLP-III has not amended, assigned or transferred its interest in the Sublease.

                  2. The commencement and termination  dates of the current term
of the Sublease are ___________________________ and ___________________________,
respectively.  BKLP-III has the  following  options or rights to renew the term:
______________________
------------------------------------------------------------------------------.

                  3. All rent  payable by BKLP-III  under the  Sublease has been
paid through _______________, 1997.

                  4. The  Sublease  is in full  force and  effect;  there are no
outstanding  notices of default or breach  under the Sublease  served  either by
Burger King or BKLP-III thereunder,  nor, to Burger King's actual knowledge, has
there  been any  occurrence  or  omission  which,  with the  giving of notice or
passage of time or both,  would give rise to a default by either party under the
Sublease.

                  5.  There  have been no  security  or other  deposits  made by
Franchisee  to BKLP-III and there have been no  pre-payments  of rent,  nor will
Franchisee  pre-pay  rent or other  amounts in  connection  with the  Lease.  No
concessions,  rebates, allowances, or other concessions for free or reduced rent
in the future have been granted, other than as set forth in the Lease.


<PAGE>


                  B.  Operating Lease


                  1.  The  Operating  Lease  constitutes  the  entire  agreement
between BKLP-III and Franchisee pertaining to the Property, and BKLP-III has not
assigned or transferred its interest in the Operating Lease.

                  2. The commencement and termination  dates of the current term
of     the     Operating     Lease     are     _________________________     and
__________________________ respectively. Franchisee has the following options or
rights to renew the term: _____________________________________
------------------------------------------------------------------------------.

                  3. All minimum rent and additional  rent payable by Franchisee
under the  Operating  Lease has been paid  through  _______________,  1997.  All
percentage rent payable by Franchisee has been paid through  __________________,
199_.

                  4. The Operating Lease is in full force and effect;  there are
no  outstanding  notices of default or breach under the  Operating  Lease served
either by BKLP-III or Franchisee, nor, to BKLP-III's actual knowledge, has there
been any occurrence or omission  which,  with the giving of notice or passage of
time or both,  would give rise to a default by either party under the  Operating
Lease.

                  5. There have been no  security  or other  deposits  and there
have  been  no  pre-payments  of  rent,  nor  will  Franchisee  pre-pay  rent or
other-amounts in connection with the Lease. No concessions, rebates, allowances,
or other  concessions  for free or reduced rent in the future have been granted,
other than as set forth in the Lease.



<PAGE>


                  The  representations  and certifications  made hereunder shall
not  survive the date upon which you or such other  purchasing  person or entity
purchase BKLP-III's interest in the Property.  BKLP-III hereby acknowledges that
you and any such other  purchasing  person or entity  shall be  entitled to rely
upon  the   foregoing   provisions   of  this   letter   in   consummating   the
above-referenced transaction.

                                     Very truly yours,

                                     BURGER KING LIMITED PARTNERSHIP III,


                                   By: BK III Restaurants Inc., general partner


                                   By:
                                      ------------------------------
                                           Name:
                                           Title:



<PAGE>


                                                                   EXHIBIT E


                              ESTOPPEL CERTIFICATE
                                PURCHASE AND SALE


         This  Certificate  is made as of  __________________,  by  BURGER  KING
CORPORATION ("Lessor").

     1. The Leases. The term "Leases," as used herein,  shall mean those certain
subleases,  together with any amendments  thereto,  concerning the properties as
more  particularly  described in Exhibit A attached hereto and by this reference
incorporated herein, between Lessor and Burger King Limited Partnership III (the
"Tenant").

     2. The Properties.  The term "Properties," as used herein, shall mean those
certain real properties as legally described in the Leases.

     3. The Sale. The term "Buyer," as used herein,  shall mean U.S.  Restaurant
Properties  Operating,  L.P.,  its  successors  and assigns.  Buyer  proposes to
purchase Tenant's interest in the Leases from Tenant.

     4. Purpose. In connection with the above-mentioned transactions,  Buyer has
requested certain  assurances and  representations  from Lessor,  and Tenant has
agreed to provide for an estoppel certificate from Lessor concerning the Leases.

         In consideration of the terms and provisions  hereinafter contained and
other good and valuable  consideration  received, the receipt and sufficiency of
which are hereby acknowledged, Lessor certifies and agrees as follows:

     (_) Lessor is the sublessor and Tenant is the subtenant under the Leases.

     (_) The terms of the Leases  commenced  and rent  commenced to accrue under
the Leases on the dates described on Exhibit B. Tenant has the options or rights
to renew the terms of the Leases as described in Exhibit B.

     (_) The Leases are in full force and effect, and Lessor has no knowledge of
(i) any present defaults of either party under the Leases;  nor (ii) any present
condition  or state of facts  which by notice or the  passage of time,  or both,
would constitute a default by either party under the Leases.

     (_) The sale of the Leased  Premises to the Buyer will not violate any term
or  conditions  of the Leases,  and after such sale the Leases will  continue in
full force and effect.



<PAGE>




         Lessor  acknowledges  Buyer will rely upon the matters set forth herein
in acquiring the Tenant's  interest in the Leases.  This Certificate shall inure
to the benefit of, and may be relied upon by, Buyer, its successors and assigns.

                                    LESSOR:



                                    ------------------------------
                                    By:
                                       ---------------------------
                                    Its:
                                        --------------------------
                                    Address:
                                            ----------------------


<PAGE>


                                    EXHIBIT A

                                     Leases

(a)      Agreement  of  Sublease   dated  July  10,  1984  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real  property  located  in  Albuquerque,  New  Mexico and
         commonly known as Burger King store #4213.

(b)      Agreement  of  Sublease   dated  July  16,  1984  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real property located in Montgomery,  Alabama and commonly
         known as Burger King store #4217.

(c)      Agreement  of  Sublease  dated  August 31,  1984  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real  property  located in Federal  Heights,  Colorado and
         commonly known as Burger King store #4268.

(d)      Agreement  of Sublease  dated  February  20, 1985  between  Burger King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real  property  located in Brooklyn  Park,  Maryland,  and
         commonly known as Burger King store #4482.

(e)      Agreement  of  Sublease  dated  August 26,  1985  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real property located in Fayetteville,  North Carolina and
         commonly known as Burger King store #4767.

(f)      Agreement  of  Sublease  dated  October  1, 1985  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real property  located in San  Bernardino,  California and
         commonly known as Burger King store #4808.


<PAGE>


                                    EXHIBIT B


<PAGE>



                                Lease Provisions

1.       Albuquerque Lease:
         Commencement Date:  October 26, 1984

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.

2.       Montgomery Lease:
         Commencement Date:  September 23, 1984

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term 
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.

3.       Federal Heights Lease:
         Commencement Date:  December 7, 1984

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the over Lease
                               as described in the Lease; and then 3 terms, with
                               the third extension of term terminates and ending
                               December 31, 2022; coincident with the extension
                               terms of the Lease.

4.       Brooklyn Park Lease:
         Commencement Date:

         Options or Rights
         to Renew:

<PAGE>


5.       Fayetteville Lease:
         Commencement Date:  November 8, 1985

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5 
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.

6.       San Bernardino Lease:
         Commencement Date:  December 11, 1985

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the 
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.


<PAGE>


                                                                 EXHIBIT F


                              ESTOPPEL CERTIFICATE
                                PURCHASE AND SALE


         This  Certificate  is made as of  __________________,  by  BURGER  KING
LIMITED PARTNERSHIP III (the "Tenant").

     1. The Leases. The term "Leases," as used herein,  shall mean those certain
subleases,  together with any amendments  thereto,  concerning the properties as
more  particularly  described in Exhibit A attached hereto and by this reference
incorporated herein, between Burger King Corporation ("Lessor") and Tenant.

     2. The Properties.  The term "Properties," as used herein, shall mean those
certain real properties as legally described in the Leases.

     3. The Sale. The term "Buyer," as used herein,  shall mean U.S.  Restaurant
Properties  Operating,  L.P.,  its  successors  and assigns.  Buyer  proposes to
purchase Tenant's interest in the Leases from Tenant.

     4. Purpose. In connection with the above-mentioned transactions,  Buyer has
requested  certain  assurances  and  representations  from Tenant and Tenant has
agreed to deliver this estoppel certificate.

         In consideration of the terms and provisions  hereinafter contained and
other good and valuable  consideration  received, the receipt and sufficiency of
which are hereby acknowledged, Tenant certifies and agrees as follows:

     (a) Lessor is the sublessor and Tenant is the subtenant under the Leases.

     (b) The terms of the Leases  commenced  and rent  commenced to accrue under
the Leases on the dates described on Exhibit B. Tenant has the options or rights
to renew the terms of the Leases as described in Exhibit B.

     (c) The Leases are in full force and effect, and Tenant has no knowledge of
(i) any present defaults of either party under the Leases;  nor (ii) any present
condition  or state of facts  which by notice or the  passage of time,  or both,
would constitute a default by either party under the Leases.

     (d) The sale of the Leased  Premises to the Buyer will not violate any term
or  conditions  of the Leases,  and after such sale the Leases will  continue in
full force and effect.



<PAGE>





                  The  representations  and certifications  made hereunder shall
not  survive the date upon which you or such other  purchasing  person or entity
purchase Tenant's interest in the Property.  Tenant hereby acknowledges that you
and any such other  purchasing  person or entity  shall be entitled to rely upon
the foregoing  provisions of this letter in  consummating  the  above-referenced
transaction.

                                  TENANT:



                                  ------------------------------
                                  By:
                                     ---------------------------
                                  Its:
                                      --------------------------
                                  Address:
                                          ----------------------


<PAGE>




                                    EXHIBIT A

                                     Leases



1.       Agreement  of  Sublease   dated  July  10,  1984  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real  property  located  in  Albuquerque,  New  Mexico and
         commonly known as Burger King store #4213.

2.       Agreement  of  Sublease   dated  July  16,  1984  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real property located in Montgomery,  Alabama and commonly
         known as Burger King store #4217.

3.       Agreement  of  Sublease  dated  August 31,  1984  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real  property  located in Federal  Heights,  Colorado and
         commonly known as Burger King store #4268.

4.       Agreement  of Sublease  dated  February  20, 1985  between  Burger King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real  property  located in Brooklyn  Park,  Maryland,  and
         commonly known as Burger King store #4482.

5.       Agreement  of  Sublease  dated  August 26,  1985  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real property located in Fayetteville,  North Carolina and
         commonly known as Burger King store #4767.

6.       Agreement  of  Sublease  dated  October  1, 1985  between  Burger  King
         Corporation,  as lessor,  and Burger King Limited  Partnership  III, as
         lessee,  for real property  located in San  Bernardino,  California and
         commonly known as Burger King store #4808.


<PAGE>


                                    EXHIBIT B


                                Lease Provisions

1.       Albuquerque Lease:
         Commencement Date:  October 26, 1984

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.

2.       Montgomery Lease:
         Commencement Date:  September 23, 1984

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.

3.       Federal Heights Lease:
         Commencement Date:  December 7, 1984

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term 
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the over Lease
                               as described in the Lease; and then 3 terms,
                               with the third extension of term terminates and
                               ending December 31, 2022; coincident with the
                               extension terms of the Lease.



<PAGE>


4.       Brooklyn Park Lease:
         Commencement Date:         June 11, 1985

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term 
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the 
                               expiration of the original term of the over
                               Lease as described in the Lease; and then 4
                               terms of 5 years each coincident with the 
                               extension terms of the Lease as described in the
                               Lease.

5.       Fayetteville Lease:
         Commencement Date:  November 8, 1985

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of
                               the first extension term and expiring upon the
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.

6.       San Bernardino Lease:
         Commencement Date:  December 11, 1985

         Options or Rights
         to Renew:             Lessee has 2 successive 5-year (or approximately
                               5-year) options to renew, as follows:  one term
                               of 5 years commencing upon the expiration of the
                               original ten year term; one term of approximately
                               5 years commencing upon the expiration date of 
                               the first extension term and expiring upon the
                               expiration of the original term of the Lease as
                               described in the Lease; and then 4 terms of 5 
                               years each coincident with the extension terms
                               of the Lease as described in the Lease.


<PAGE>




                                                            EXHIBIT G



                        [attach Lease Support Agreement]