PURCHASE AND SALE AGREEMENT






                                     BETWEEN

                              "THE MIDON COMPANIES"
                                   ("Seller")

                                       AND

                    U. S. RESTAURANT PROPERTIES MASTER L. P.
                                    ("Buyer")


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                           PURCHASE AND SALE AGREEMENT


         This PURCHASE AND SALE  AGREEMENT  ("Agreement")  is entered into as of
June  ________,  1997,  by and  between  each  member of the  "MIDON  COMPANIES"
IDENTIFIED  AS  A  "Seller"  on  Schedule  1  hereto  (each,  a  "Seller",   and
collectively,  the "Sellers"),  and U. S. RESTAURANT  PROPERTIES MASTER L. P., a
Delaware limited partnership ("Buyer").

                              W I T N E S S E T H:

         In consideration of the mutual covenants set forth herein,  Sellers and
Buyer agree as follows:

         1. Conveyance of Properties. On the terms and subject to the conditions
set forth in this Agreement,  at Closing,  as hereinafter  defined,  each Seller
shall sell, convey and assign to Buyer, and Buyer shall buy and accept from each
Seller,  subject to the Permitted  Encumbrances,  as  hereinafter  defined,  the
seventeen (17)  properties  (individually,  a "Property" and  collectively,  the
"Properties")  set forth  opposite  such  Seller's  name on Schedule 1, attached
hereto including, with respect to each Property:

                  (a) good and indefeasible title in fee simple to the parcel of
land on which a restaurant is located (the "Land"), together with all rights and
interests  appurtenant  thereto,  including the Seller's (i) right,  title,  and
interest, if any, in and to all adjacent streets, alleys,  rights-of-way and any
adjacent  strips or gores of real estate;  and (ii)  seller's  right,  title and
interest in and to all buildings,  structures and other improvements  located on
the Land ("Improvements");

                  (b)  all  (i)   available   and  existing   plans,   drawings,
specifications,   surveys,   and  other  technical   descriptions   ("Plans  and
Specifications"),   (ii)  assignable   warranties   ("Warranties"),   and  (iii)
assignable licenses or permits including certificates of occupancy ("Licenses");
and

                  (c) all of Seller's  interest as lessor in the lease  demising
space in each Property,  (including all amendments,  if any) ("Lease"),  and the
security deposit  ("Deposit"),  if any, made by tenant ("Tenant")  holding under
the Lease.

         2. Earnest  Money.  Within three (3) business  days after the date both
Buyer and Seller  execute and deliver  this  Agreement,  Buyer shall  deliver to
Lawyers Title Insurance  Corporation,  600 North Pearl, Suite 700, Dallas, Texas
75201,  Attention:  John Pettiette  ("Title  Company")  $50.00  ("Non-Refundable
Earnest Money") in consideration  for this Agreement and the Inspection  Period,
as  hereinafter  defined.  The  Title  Company  shall  immediately  deliver  the
Non-Refundable  Earnest  Money to Seller and the  Non-Refundable  Earnest  Money
shall be retained by Seller in all events.  In addition,  at the same time,  the
Buyer shall deposit  $135,000.00 with Title Company (the "Earnest  Money").  The
Earnest  Money  shall  be  deposited  in  escrow  or  trust  accounts  that  are
interest-bearing,  readily  available,  liquid and federally insured to the full
extent of the Earnest Money deposited  therein so that no portion of the Earnest
Money shall ever be at risk. The Earnest Money shall include any interest earned
thereon.  Title Company shall deliver the Earnest Money only in accordance  with
this Agreement.

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       3.       Purchase Price.

                  (a) The purchase  price which  Sellers  shall accept and Buyer
shall pay (the  "Purchase  Price") for the Properties  shall be  $13,505,487.00,
which  shall be  increased  by the  Percentage  Rent  Adjustment  (as  hereafter
defined). The Percentage Rent Adjustment shall be an amount equal to the product
of (i) ten (10) multiplied by (ii) the total  percentage rent received by Seller
from the Tenants  under the Leases during the twelve (12) month period ending on
the  last  day of the  month  preceding  the  Closing  Date as  herein  defined;
provided,  however,  if  Seller  received  percentage  rent in lieu of base rent
during such period,  the  percentage  rent shall be  determined  by reducing the
total rent  received by Seller  under such lease by the base rent due under such
lease.

                  (b)  The  Purchase  Price  shall  be paid  at  Closing  by the
delivery  by Buyer to Sellers of (i) cash in the  amount of  $2,600,000.00,  and
(ii) Units of limited  partnership  interest in Buyer (the "Units") equal to the
sum of (x)  $10,905,487.00,  and (y) the Percentage Rent  Adjustment.  The Units
delivered at Closing will not be registered  under U. S.  securities  laws,  but
will be subject to such registration rights as are set forth on Exhibit I. Buyer
will be subject to such registration obligation with respect to the Units as are
set forth in the Registration  Rights  Agreement,  attached hereto as Exhibit I.
The  Purchase  Price will be paid to each Seller as set forth on Schedule 2, and
Buyer and Seller agree to treat consistently for tax and accounting purposes the
allocation  set forth on Schedule  2. For  purposes  of  determining  the credit
against the Purchase  Price for Units  delivered  hereunder,  each Unit shall be
valued at the product of (A) 107% multiplied by (B) the average closing price of
the  Units  on the New  York  Stock  Exchange  for the  five  (5)  trading  days
immediately  preceding Closing, and shall be subject to the Unit Guaranty of the
Purchaser,  attached as Exhibit G hereto.  The  Purchase  Price shall be paid in
trust to the Title Company at Closing and  distributed  immediately by the Title
Company as designated by this Agreement. The Purchase Price shall be credited by
the Earnest Money (and any interest earned  thereon) to the extent  delivered to
Seller and shall be adjusted at Closing as described in this Agreement.

                  (c) At Closing,  Sellers shall execute an  instruction  letter
("Transfer Agent Instruction  Letter") to American Stock Transfer,  the transfer
agent for the Units, irrevocably instructing the transfer agent to withhold from
distributions  on  Seller's  Units  on the  first  payment  date  for  dividends
following  the Closing Date an amount equal to the Dividend  Adjustment,  and to
pay the Dividend Adjustment to Buyer. The Dividend Adjustment shall be an amount
equal to the  product  of (x) the number of Units (as  defined  in Section  3(b)
hereof)  delivered to Seller at Closing  multiplied by (y) the declared dividend
rate on the Units as of the record date for declaration of dividends immediately
preceding the Closing Date ("Record  Date"),  multiplied by (z) the ratio of (A)
the number of days between the Record Date and the Closing Date,  divided by (B)
ninety  (90),  and  reduced  by the sum of the  following  adjustments:  (1) the
interest  which would accrue on the  Dividend  Adjustment  at an eleven  percent
(11.0%)  annual  rate  between  the  Closing  Date and the  record  date for the
declaration of dividends  immediately  following the Closing Date ("Post Closing
Record  Date")  plus  (2) the  product  of (a) the  excess,  if any,  of (i) the
dividend  rate per Unit as of the Record Date,  less (ii) the dividend  rate per
Unit as of the Post Closing  Record Date,  multiplied by (b) the number of Units
delivered to Seller at the Closing.

<PAGE>

                  (d) No proration  shall be made of real estate property taxes,
utility charges and maintenance  expenses,  since these expenses are obligations
of the Tenant pursuant to the Leases.  Rental payments under the Leases shall be
pro-rated as of 11:59 o'clock p.m. on the Closing  Date,  as between  Seller and
Buyer.

         4.  Delivery  of  Documents  by Seller.  On or before the date which is
fourteen  (14) days  following  the date the  Earnest  Money is paid by Buyer in
accord with the  provisions of Section 2 above of this  Agreement,  Seller shall
deliver to Buyer the following documents  ("Documents"),  or with respect to the
Documents  listed in Section  4(a)  hereof,  Buyer shall  obtain at its cost and
expense, with respect to each Property:

                  (a) Commitments for title insurance covering the fee estate in
the Land and the  Improvements  ("Title  Commitments")  from the Title  Company,
setting forth the status of the title of the Land and the Improvements,  showing
all matters of record affecting the Land and the  Improvements,  together with a
true,  complete,  and  legible  copy of all  documents  referred to in the Title
Commitments;

                  (b) A current "as built" Survey for each Property  drawn under
the minimum  standard  detail  requirements  for  ALTA/ACSM  land title  surveys
listing all easements and  encroachments  affecting each  Property,  identifying
parking spaces (including  handicapped  designation) and ingress and egress, and
containing a flood plain  certification,  the costs for which  surveys  shall be
equally apportioned between Buyer and Seller;

                  (c) Current Phase I  Environmental  Liability  Assessment  for
each Property (the  "Environmental  Reports") for which the Seller shall pay the
costs;

                  (d) All current and historical  sales  information and balance
sheets and  information of Tenant  provided to Sellers under the Leases covering
the period August 1, 1994 to the most recent submissions of financial statements
required under the Leases (the "Financial Statements");

                  (e)  Copy of  existing  insurance  binder  or  certificate  of
insurance covering the Property and Improvements;

                  (f) Tax bills for each  Property for the most recent three (3)
tax years; and

                  (g) Copies of all existing (i) Plans and Specifications,  (ii)
Warranties,  (iii) Licenses, and (iv) Leases.

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         5.       Right of Entry, Inspection, Termination.

                  (a) From the date  hereof to the  Closing  Date,  each  Seller
shall afford Buyer and its  representatives  a continuing  right to inspect,  at
reasonable  hours,  the Properties,  Documents,  and all other documents or data
pertaining  to the  Properties.  Buyer  shall  indemnify  and hold  each  Seller
harmless from and against any loss, claim or liability arising or resulting from
the  inspections  made by Buyer. At any time prior to 5:00 p.m. on the date that
is thirty  (30)  days  after the last to be  delivered  of any of the  Documents
referenced in Section 4(a) through 4(f) hereof (the "Inspection Period"),  Buyer
may terminate this Agreement as to all of the Properties pursuant to Section 14,
in its sole and absolute  discretion,  and obtain a return of the Earnest Money.
All such  inspections  shall be upon reasonable prior notice to Sellers and made
so as to minimize  any adverse  impact on  tenant's  business at each site.  The
costs of any and all  inspections  made by Buyer shall be the sole and exclusive
cost of the Buyer.

                  (b) Buyer's  failure to terminate this Agreement by delivering
the notice by the time called for in Section 5(a) shall terminate  Buyer's right
to terminate this Agreement under that Section.

         6. Title. Buyer shall have the right, at any time during the Inspection
Period,  to object in writing to any adverse matters reflected by the Surveys or
the Title Commitments.  All matters to which Buyer objects,  or which are listed
as a  "requirement"  for the  Title  Company  to  issue  the  title  policy  are
"Non-Permitted  Encumbrances".  All matters to which such  objection is not made
are "Permitted  Encumbrances".  Seller, at its sole cost and expense, shall have
the  right,  but  not  the  obligation,  to cure  or  remove  all  Non-Permitted
Encumbrances  within ten (10)  business days  following the Seller's  receipt of
such  written  objection  from Buyer  sent or  delivered  during the  Inspection
Period.  If Seller does not cause all of the  Non-Permitted  Encumbrances  to be
removed  or cured  or if the  Title  Company  is not able to  insure  over  such
objections  within the above described ten (10) day period,  then this Agreement
shall automatically  terminate unless Buyer delivers notice to Seller within two
(2) days after the expiration of the above  described ten (10) day period of its
election to purchase  the  Property  subject to the  Non-Permitted  Encumbrances
without any  reduction  in the  Purchase  Price.  The  existing  Leases for each
Property  shall not  constitute  a Non  Permitted  Encumbrance.  Buyer shall not
unreasonably  deny Seller's  written  request made within the said 10-day period
for additional time to cure or remove such Non Permitted Encumbrance.

         7.       Representations and Warranties.

                  (a) Seller  Representations and Warranties.  Each Seller, with
respect to the  Property or  Properties  owned by such  Seller,  represents  and
warrants to, and covenants with Buyer that:

                           (i)  Subject to Section 8, Seller has the full right,
         power, and authority to execute,  deliver,  and perform this Agreement,
         and this  Agreement,  when  executed and delivered by Seller and Buyer,
         shall constitute the valid and binding  agreement of Seller,  and shall
         be enforceable against Seller in accordance with its terms.


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                           (ii)  Subject to Section 8, all  requisite  action on
         the part of Seller has been taken by Seller in  connection  with making
         and entering into this Agreement and the  consummation  of the purchase
         and sale provided for herein, and no consents or approvals are required
         from any party in order to consummate such purchase and sale.

                           (iii)   No   attachments,    execution   proceedings,
         assignments  for the  benefit  of  creditors,  insolvency,  bankruptcy,
         reorganization  or other  proceedings  are  pending  or, to the best of
         Seller's knowledge,  threatened against Seller,  which would materially
         adversely  affect the ability of Seller to consummate the  transactions
         contemplated by this Agreement.

                           (iv) Seller has not received any written  notice from
         appropriate  governmental authorities that any Property is in violation
         of any applicable laws.

                           (v) Seller has not received any written  notices from
         any  insurance   company,   board  of  fire   underwriters  or  similar
         organization regarding any defects in any Property.

                           (vi) The  Improvements and their use shall be in full
         compliance  with  all  applicable  zoning,   building,   environmental,
         subdivision and other laws, rules, and regulations  applicable thereto,
         as well as any private restrictive  covenants affecting the Properties,
         and  shall  be  ready  for  use  and   occupancy,   and  all  necessary
         certificates  of  approval  and  occupancy  shall have been  issued and
         furnished by all  authorities  having or claiming to have  jurisdiction
         over the construction, use or occupancy of the Improvements.

                           (vii)  Except  for  the  Permitted  Encumbrances  and
         existing  Leases,  on the Closing  Date,  Seller will own each Property
         free and clear of all liens,  restrictions,  charges and  encumbrances.
         From  the  date  hereof,  and  until  the  Closing  or  earlier  proper
         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,  encumbrances or charge thereon without discharging the same
         at or prior to the Closing Date.

                           (viii)  To  the  best  of  Seller's  knowledge,   the
         Financial  Statements  are and  will be  true,  correct,  accurate  and
         complete and will not omit to state any fact or condition, the omission
         of which makes such statements misleading.

                           (ix) Except as disclosed on Schedule 3, Seller has no
         knowledge of any litigation,  or possible  litigation,  or of claims of
         any  kind,  or of any  facts  or  circumstances  which  may in any  way
         adversely affect Seller or the Property,  including  regulations of the
         Environmental   Protection   Agency  and  any  state   regulatory  body
         concerning  the disposal of grease,  hazardous  waste,  petroleum,  any
         underground   storage  tanks  or  any  other  hazardous   materials  or
         regulations of the Americans with Disabilities Act providing for access
         to the  premises,  dining  areas  and  bathroom  areas of any  Property
         ("Applicable Laws").

<PAGE>


                           (x) To the best of Seller's knowledge, all structures
         and Improvements upon each Property have been constructed and installed
         in full  compliance  with the  Plans  and  Specifications  and with all
         applicable laws, statutes, ordinances, codes, covenants, conditions and
         restrictions  of any kind or nature  affecting such Property which were
         in effect at the time of such construction.

                           (xi) Seller has no information or actual knowledge of
         any proposed  change in any of the  Applicable  Laws or any judicial or
         administrative  action or any action by adjacent landowner or any facts
         or  conditions  relating to any  Property  which would  materially  and
         adversely  affect,  prevent  or  limit  the use of such  Property  as a
         restaurant.

                           (xii)  Seller  has  received  no  written  notice  of
         taking,  condemnation,  betterment or  assessment,  actual or proposed,
         with respect to any  Property,  excepting  only  regularly  issued real
         property tax assessments for such Property.

                           (xiii) No portion  of any  Property  lies  within any
         100-year flood plain, to the best of Seller's knowledge.

                           (xiv) The  Leases  are in full  force and  effect and
         Seller has no knowledge  of any event which would  constitute a default
         or any event of default either by Seller or Tenant under any lease.

                  (b)  Buyer   Representations  and  Warranties.   Buyer  hereby
represents and warrants to, and covenants with each Seller that:

                           (i) Buyer has the full right,  power and authority to
         execute,  deliver  and perform  this  Agreement,  and all  transactions
         contemplated by this Agreement,  and this Agreement,  when executed and
         delivered by Buyer to Seller,  shall  constitute  the valid and binding
         agreement of Buyer to Seller and shall be enforceable  against Buyer in
         accordance with its terms.

                           (ii) All  requisite  action  on the part of Buyer has
         been taken by Buyer in  connection  with making and entering  into this
         Agreement and the consummation of the purchase and sale contemplated by
         this  Agreement,  and no consents or approvals  are  required  from any
         other entity or party in order to consummate such purchase and sale.

                           (iii) Buyer has no  knowledge of any  litigation,  or
         possible  litigation,  or of  claims  of any  kind,  or of any facts or
         circumstances,  which may in any way adversely affect Buyer and Buyer's
         guarantees that are intended to be included in the Guarantee  Agreement
         now set forth as Exhibit G to this Agreement.

<PAGE>


                           (iv)  Buyer  has no  knowledge  of,  and no reason to
         believe,  that the  payment  by Buyer to Seller of the Units of limited
         partnership in Buyer, as described in Section 3 hereof, is, or will be,
         unlawful or in violation of any law,  rule or  regulation of federal or
         state securities laws, or of the Securities and Exchange  Commission or
         of any other government agency or entity having  jurisdiction over such
         matters or transactions involving such Units of limited partnership.

         When  used in this  Section  7,  the  term  "knowledge",  or "the  best
knowledge"  of  Seller or Buyer  means  the  actual  knowledge  of such  party's
executive officers or supervisory  employees without a duty of inquiry, and does
not encompass  constructive  knowledge,  as for example, from the Tenants at the
Properties with respect to Seller.

                  All  representations  and  warranties  made in this  Agreement
shall be deemed to be made on the date hereof and again on the Closing  Date. It
shall be a condition of each parties'  obligation  to close that all  warranties
and representations made by the other party hereto are true on the Closing Date.
If either party discovers prior to Closing,  that any representation or warranty
made  in  this  Agreement  by the  other  party  is not  true,  then  the  party
discovering such untrue  representation or warranty shall have the right, as its
sole  and  exclusive  remedies,  to  either  (i)  terminate  this  Agreement  in
accordance with Section 14 by delivering  notice to the other party prior to the
Closing Date,  or (ii) proceed to close the purchase and sale of the  Properties
subject to such untrue warranty or representation  without any adjustment in the
Purchase  Price.  If either  party (the  "Indemnified  Party")  discovers  after
Closing that any  representation or warranty made in this Agreement by the other
party is not true, the  Indemnified  Party shall be entitled to exercise any and
all rights and remedies  available at law or in equity as a result of any breach
of any of such  representations  or  warranties,  provided as a condition to the
Indemnified  Party's right to do so, the Indemnified  Party must deliver written
notice of such breach to the other party,  within one (1) year after the Closing
Date and the Indemnified Party must exercise such remedies  including the filing
of any suit or other action within two (2) years after the Closing  Date,  based
on a breach  thereof of which the  Indemnified  Party gave the other  party such
notice within such one (1) year period after the Closing Date.

         8. Conditions Precedent.  Seller's obligation to sell the Properties to
Buyer is subject to Seller  obtaining  the required  approval of its partners to
such sale on or before the Closing  Date.  Seller  shall use its best efforts to
cause the  satisfaction of all conditions and obligations of Seller set forth in
this  Section 8 on or before the  Closing  Date.  If Seller does not obtain such
required approvals, then Seller shall have the right to cancel this Agreement by
furnishing written notice of such cancellation in accordance with Section 10, in
which case the provisions of Section 14(c) of this Agreement shall apply.

<PAGE>



         9. Closing.  The closing  ("Closing")  of the sale of the Properties by
Seller to Buyer shall occur on the first  business  day fifteen  (15) days after
the last day of the  Inspection  Period,  or at such  earlier  date agreed to by
Seller  and  Buyer in  writing  (the  date such  Closing  occurs is  hereinafter
referred to as the "Closing Date"). Closing shall occur in the offices of Dennis
F. Irwin,  26 Computer Drive West,  Albany,  New York 12205, or at another place
and or time as  mutually  agreed upon by Seller and Buyer,  commencing  at 10:00
o'clock a. m. on the Closing Date. At Closing:

                  (a) Buyer shall deliver to each Seller (i) the Purchase  Price
in accordance with Section 3; (ii) evidence satisfactory to Seller and the Title
Company that the person  executing  documents on behalf of Buyer has full right,
power and authority to do so; (iii) Assignment and Assumption of Lease Agreement
in the form of Exhibit F; (iv) the General  Assignment in the form of Exhibit C;
(v) the  Guaranty  Agreement  in the form of  Exhibit  G; (vi) the  Registration
Rights  Agreement in the form of Exhibit I; and (viii) the Investment  Letter in
the form of  Exhibit  H, each and all of which  shall be in  proper  form and be
properly executed.

                  (b) Each  Seller  shall  deliver or cause to be  delivered  to
Buyer the following ("Closing Documents"):

                           (i) Special  Warranty  Deed in the form of Exhibit B,
         conveying to Buyer the Land and  Improvements  subject to the Permitted
         Encumbrances;  General Assignment in the form of Exhibit C; IRC Section
         1445  Certification in the form of Exhibit E; Assignment and Assumption
         of  Lease   Agreement  in  the  form  of  Exhibit  F;  Tenant  Estoppel
         Certificate in the form of Exhibit J; all fully executed, sworn to, and
         acknowledged, as appropriate, by Seller or Tenant;

                           (ii) An executed  Investment Letter  substantially in
the form of Exhibit H attached hereto;

                           (iii) An executed  Registration  Rights  Agreement in
the form of Exhibit I;

                           (iv)  An executed Transfer Agent Instruction Letter;

                           (v) Evidence  satisfactory to Buyer and Title Company
         that the person or persons executing the Closing Documents on behalf of
         Seller have full right, power and authority to do so; and

                           (vi)  The   originals  of  all  Leases,   Warranties,
Licenses and Plans and Specifications.

                  (c)  Buyer  shall  be  solely  responsible  for the  costs  of
obtaining the Title  Commitments,  the Owner Policies of Title Insurance for the
Properties,  escrow fees of the Title Company and recording  costs.  Each Seller
shall pay, with respect to such  Seller's  Property,  applicable  deed stamp and
transfer taxes and the Environmental Reports. Buyer and Seller shall share
equally the Survey costs.

<PAGE>


                  (d) Each of  Seller  and Buyer  shall  pay its own legal  fees
incurred in connection with this Agreement; provided, however, that if a suit is
filed by Buyer or Seller  alleging  a breach  hereof or default  hereunder,  the
non-prevailing party shall pay all reasonable legal fees of the prevailing party
resulting from such suit.

                  (e) Seller shall deliver to Buyer possession of the Properties
at the Closing, subject to the Leases and Permitted Encumbrances.

         10.  Notices.  Any notice  provided or permitted to be given under this
Agreement  must be in writing  and may be served by (a)  depositing  same in the
United States mail,  addressed to the party to be notified,  postage prepaid and
certified,  with return receipt requested,  (b) by delivering the same in person
to such party, or (c) by delivering the same by confirmed  facsimile followed by
ordinary  mailing of same,  with proper postage  thereon,  within 24-hours after
such  facsimile  transmission.  Notice  given in  accordance  herewith  shall be
effective  upon the earlier of receipt at the address of the addressee or on the
third (3rd) day following  deposit of same in the United States mail as provided
for herein,  regardless  of whether same is actually  received.  For purposes of
notice, the addresses of the parties shall be as follows:

         If to Seller:              c/o Jones and Little, CPA
                                    86 West Main Street
                                    East Islip, New York 11730
                                    Attn:  Michael P. Jones, Donald Cepiel

         If to Buyer:               U. S. Restaurant Properties Master L. P.
                                    Attn:  Fred H. Margolin
                                    5310 Harvest Hill Road
                                    Suite 270, Lock Box 168
                                    Dallas, Texas 73230
                                    Telephone No. 972-387-1487
                                    Facsimile No. 972-490-9119

Either  party may  change its  address  for notice by giving ten (10) days prior
written notice thereof to the other party.

<PAGE>


         11.  Commissions.  The Sellers and Buyer  represent and warrant to each
other that no broker or real estate agent  brought  about this  Agreement or the
sales/purchases  contemplated  by it. Buyer shall  defend,  indemnify,  and hold
harmless  Seller  from any  claim by any  party  claiming  under  Buyer  for any
brokerage, commission, finder's, or other fees relative to this Agreement or the
sale of the Properties,  and any court costs, attorneys' fees, or other costs or
expenses  arising  therefrom  and alleged to be due by  authorization  of Buyer.
Seller shall defend,  indemnify  and hold  harmless  Buyer from any claim by any
party claiming  under Seller (other than Broker) for any brokerage,  commission,
finder's,  or  other  fees  relative  to  this  Agreement  or  the  sale  of the
Properties,  and any court costs,  attorneys'  fees,  or other costs or expenses
arising therefrom and alleged to be due by authorization of Seller.

         12.  Assigns.  This  Agreement  shall  inure to the  benefit  of and be
binding on the parties hereto and their respective heirs, legal representatives,
successors  and  assigns.  Buyer  may  assign  to U.  S.  Restaurant  Properties
Operating L. P., a Delaware limited partnership,  the right to the conveyance of
the Properties on the Closing Date; provided, however, Buyer shall remain liable
for all obligations hereunder.

         13.  Destruction,  Damage or  Taking  Before  Closing.  In the event of
damage to or  destruction of all or any portion of any Property by fire or other
casualty,  Seller shall promptly  notify Buyer. If Seller  reasonably  estimates
that  $50,000.00  or less is  required  to be  expended to repair or restore the
damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement
shall remain in full force and effect,  and Seller shall, at its option,  either
(i) repair such damage or destruction, or, if such damage or destruction has not
been  repaired  prior  to  Closing,  (ii)  require  Buyer  to take  title to the
Property,  assign  to  Buyer  all  available  casualty  insurance  proceeds  and
indemnify  Buyer (in form and content  satisfactory  to Buyer) for all costs and
expenses  of  repair  in  excess  of  available  insurance  proceeds.  If Seller
reasonably estimates that the Repair Cost exceeds $50,000.00,  Buyer shall have,
as its sole and exclusive  remedies,  (i) the option to terminate this Agreement
in accordance with Section 14 within ten (10) business days after its receipt of
notice from Seller as set forth  above,  by notice in writing to Seller given in
accord  with  Section 10 hereof,  or (ii) if Buyer does not elect to  terminate,
this Agreement shall remain in full force and effect,  Buyer shall take title to
the Property  subject to such damage to or  destruction,  with an  assignment by
Seller to Buyer of all available casualty insurance proceeds. In the event of an
eminent  domain  taking or the issuance of a notice of an eminent  domain taking
with respect to all or any portion of the Property, Seller shall promptly notify
Buyer. Buyer shall have, as its sole and exclusive  remedies,  (i) the option to
terminate this Agreement in accordance  with Section 14 within ten (10) business
days  after its  receipt of such  notice  from  Seller,  by notice in writing to
Seller given in accord with  Section 10 hereof,  or (ii) if Buyer does not elect
to  terminate  this  Agreement,  this  Agreement  shall remain in full force and
effect,  Buyer shall be obligated to consummate  this  transaction  for the full
Purchase Price, and Buyer shall be entitled to receive all eminent domain awards
and,  to the extent the same may be  necessary  and  appropriate,  Seller  shall
assign to Buyer at Closing  Seller's rights to such awards  apportioned  between
Buyer and Seller as to any such award  applicable  before and after the  Closing
Date. In no event shall the Purchase  Price be reduced,  except to the extent of
any deductible amounts payable in connection with insurance proceeds assigned by
Seller to Buyer.

<PAGE>


         14.      Termination and Remedies.

                  (a)  If  Buyer  fails  to  consummate   the  purchase  of  the
Properties  pursuant to this  Agreement  for any reason  other than  termination
hereof  pursuant  to a right  granted  to Buyer in  Sections  5, 6, 7 or 13,  or
terminated  by  Seller  pursuant  to  Section  8, then  Seller,  as its sole and
exclusive remedy,  shall have the right to terminate this Agreement by notifying
Buyer thereof in accord with Section 10 hereof,  in which case the Title Company
shall  promptly  deliver the Earnest  Money to Seller,  whereupon  neither party
shall have any further rights or obligations hereunder.  Seller and Buyer hereby
acknowledge  and  agree  they  have  included  this  provision  for  payment  of
liquidated  damages  because,  in the  event of a breach by  Buyer,  the  actual
damages  incurred by Seller can reasonably be expected to approximate the amount
of liquidated  damages called for, and because the actual amount of such damages
would be difficult if not impossible accurately to measure.

                  (b) If Seller fails to consummate  the sale of the  Properties
pursuant to this Agreement for any reason other than (i)  termination  hereof by
Buyer  pursuant to Sections 5, 6, 7 or 13, (ii)  Buyer's  failure to perform its
obligations  hereunder or, (iii) Seller's termination of this Agreement pursuant
to Section 8, Buyer shall have the right, as its sole and exclusive remedies, to
either (x) terminate this  Agreement by notifying  Seller thereof in accord with
Section 10, in which case the Title  Company  shall deliver the Earnest Money to
Buyer,  whereupon  neither  party  hereto  shall  have  any  further  rights  or
obligations   hereunder,   or  (y)  enforce  specific  performance  of  Seller's
obligation  hereunder  and/or  seek any other  remedies  available  at law or in
equity.

                  (c) If Buyer properly  terminates this Agreement pursuant to a
right  granted  Buyer in  Sections 5, 6, 7 or 13, or if Seller  terminates  this
Agreement  pursuant  to  Section 8, then the Title  Company  shall  deliver  the
Earnest Money to Buyer whereupon  neither Buyer or Seller shall have any further
rights or obligations hereunder.

         15. Miscellaneous.  Each of Buyer and Seller agrees with the other that
it has no present intention to make any public  announcement of the purchase and
sale transaction  contemplated hereby or of any of the terms thereof,  and shall
obtain  the  written  consent  of the other  party  prior to making  any  public
announcement.  Both Seller and Buyer shall  cooperate  with one another and in a
timely manner  execute all documents  reasonably  required to give effect to the
purchase and sale  provided for herein.  Seller  shall  provide  without cost or
expense, all documentation  reasonably requested by Buyer after Closing in order
to comply with  Buyer's  disclosure  and filing  requirements  under  applicable
securities  laws  and  shall  execute  all  necessary   consents  in  connection
therewith.  If any provision of this  Agreement is adjudicated by a court having
jurisdiction  over  a  dispute  arising  herefrom  to be  invalid  or  otherwise
unenforceable  for any reason,  such  invalidity or  unenforceability  shall not
affect  the other  provisions  hereof.  This  Agreement  shall be  governed  and
construed in accordance  with the laws of the State of Texas.  This Agreement is
the  entire  agreement  between  Seller  and  Buyer  concerning  the sale of the
Properties and no modification  hereof or subsequent  agreement  relative to the
subject matter hereof shall be binding on either party unless reduced to writing
and signed by the party to be bound.

<PAGE>


The provisions of Sections 3, 5, 7, 9, 10 and 12 shall survive Closing,  but the
right to terminate this Agreement shall not survive Closing.  Schedules 1, 2 and
3 and Exhibits A-J attached hereto are incorporated herein by this reference for
all  purposes.  Time is of the  essence  in the  performance  of each and  every
provision  of this  Agreement.  In the event  that the last day for  taking  any
action or serving  notice under this  Agreement  falls on a Saturday,  Sunday or
legal holiday,  the time period shall be extended  until the following  business
day.

         16. Date of Agreement.  All  references in this  Agreement to "the date
hereof" or  similar  references  shall be deemed to refer to the last  date,  in
point of time,  on which all parties  hereto have  executed and received a fully
executed copy of this Agreement. This Agreement constitutes an offer by Buyer to
purchase the  Properties on the terms and  conditions and for the Purchase Price
specified herein.  Unless sooner terminated or withdrawn by notice in writing to
Seller in accord with  Section 10, this offer shall lapse and  terminate  at the
close  of  Buyer's  business  day ten  (10)  days  following  execution  of this
Agreement by Buyer and delivered in duplicate originals to Seller, unless, prior
to such time,  Seller has returned to Buyer one (1) fully  executed  original of
this Agreement.

         IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of
the date and time shown by their respective signatures.

                                    BUYER:

                                    U.S. RESTAURANT PROPERTIES MASTER L. P.
                                    By:  QSV PROPERTIES, INC.


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

                                    Name:
                                         ----------------------------------

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

<PAGE>



                               SELLER:

                               HOME RUN ASSOCIATES


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


                               SARATOGA ASSOCIATES


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


                               LATHPAR CORPORATION


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


                               DELPAR CORPORATION


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


<PAGE>

                    

                             SCHENECPAR CORPORATION


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


                             M & D DEVELOPMENT


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



                               WESTMERE ASSOCIATES


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


                              WOLF ROAD ENTERPRISES


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

<PAGE>



         The undersigned  hereby executes this Agreement for the sole purpose of
(i) acknowledging  receipt of the Earnest Money and the  Non-Refundable  Earnest
Money; (ii) to evidence its agreement to hold the  Non-Refundable  Earnest Money
and the Earnest  Money in trust for the parties  hereto in  accordance  with the
terms of this  Agreement;  (iii) to pay such  Non-Refundable  Earnest  Money and
Earnest Money out in accordance with the terms of this  Agreement;  (iv) to hold
such Earnest Money in an interest-bearing  account;  and (v) to otherwise comply
with the escrow conditions of this Agreement.

                                  TITLE COMPANY:

                                  LAWYERS TITLE INSURANCE CORPORATION

                                  By:
                                     -----------------------------
                                  Name:
                                       ---------------------------
                                  Title:
                                        --------------------------
                                  Date of Execution:
                                                    --------------

<PAGE>


Attachments:

Schedule 1 - Selling Partnership and Property Description
Schedule 2 - Allocation of Purchase Price Among Sellers
Schedule 3 - Disclosure Schedule
Schedule 4 - Percentage Rents

Exhibit A - Intentionally Deleted
Exhibit B - Special Warranty Deed
Exhibit C - General Assignment
Exhibit D - Intentionally Deleted
Exhibit E - IRC Section 1445 Certification
Exhibit F - Assignment and Assumption of Lease Agreement
Exhibit G - Guaranty Agreement
Exhibit H - Investment Letter
Exhibit I - Registration Rights Agreement
Exhibit J - Tenant Estoppel Certificate


<PAGE>

                                   SCHEDULE 1

                  SELLING PARTNERSHIP AND PROPERTY DESCRIPTION


Selling Partnership                                       Location




<PAGE>


                                   SCHEDULE 2

                   ALLOCATION OF PURCHASE PRICE AMONG SELLERS

Location and                                                        Allocated
Selling Partnership         Units               Cash            Purchase Price





<PAGE>


                                    EXHIBIT A

                                PERSONAL PROPERTY

                              Intentionally Deleted



<PAGE>


                                    EXHIBIT B

                              SPECIAL WARRANTY DEED


     _____________________________________________________________   ("Grantor")
for and in  consideration of the sum of Ten Dollars ($10.00) cash and other good
and valuable  considerations to it in hand paid by ("Grantee"),  the receipt and
sufficiency  of which are hereby  acknowledged  and  confessed,  hereby  GRANTS,
SELLS,  RELEASES and CONVEYS and by these presents does GRANT, SELL, RELEASE and
CONVEY unto Grantee the land  described in Exhibit A attached  hereto and made a
part  hereof  for  all  purposes,   together  with  all   improvements   thereon
("Property"),  subject to the matters described in Exhibit A attached hereto and
made a part hereof for all purposes ("Permitted Encumbrances").

         TO HAVE AND TO HOLD the  Property,  together  with all and singular the
rights and appurtenances thereto in anywise belonging unto the said Grantee, its
successors  and assigns,  forever,  subject to the Permitted  Encumbrances;  and
Grantor does hereby bind itself,  to WARRANT all and singular the said Property,
subject to the Permitted Encumbrances, unto the said Grantee, its successors and
assigns,  against every person whomsoever lawfully claiming or to claim the same
or any part thereof, by, through, or under Grantor, but not otherwise.

         That, in  compliance  with Section 13 of the Lien Law, the Grantor will
receive the consideration for this conveyance and will hold the right to receive
such consideration as a trust fund to be applied first for the purpose of paying
the cost of the  improvement and will apply the same first to the payment of the
cost of the  improvement  before using any part of the total of the same for any
other purpose.

         EXECUTED as of the ______ day of____________________, 1997.



                                    -------------------------------------

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


<PAGE>


STATE OF                            }
                                    }
COUNTY OF                  }

     This   instrument   was   acknowledged    before   me   on   ,   1997,   by
____________________________,     ____________________________     of     ,    a
______________________________, on behalf of said _______________________.

                             Notary Public, State of


Attachments:

Exhibit A -       Property Description and
Permitted Encumbrances







Grantee's Mailing Address:

-------------------------

-------------------------

-------------------------

-------------------------






<PAGE>


                                    EXHIBIT C

                               GENERAL ASSIGNMENT


         THIS GENERAL  ASSIGNMENT is made and entered into as of the  __________
day     of      ___________________,      1997,      by      ("Seller"),      to
________________________________________________ ("Buyer").

         WHEREAS,  Seller, by Special Warranty Deed dated of even date herewith,
has conveyed to Buyer the land described in Exhibit A attached hereto  ("Land"),
and  all  improvements   ("Improvements")   located   thereon.   (The  Land  and
Improvements are referred to as the "Property"); and

         WHEREAS,  Seller and Buyer  intend that Seller also convey to Buyer all
of the Conveyed Property (as hereinafter defined).

         NOW,  THEREFORE,  Seller,  for  and in  consideration  of  Ten  Dollars
($10.00) and other good and valuable consideration,  the receipt and sufficiency
of which are hereby acknowledged and confessed, hereby agrees as follows:

     1. Seller has ASSIGNED,  and by these present does hereby ASSIGN,  to Buyer
all of Seller's interest in and to the following ("Conveyed Property"):

     a. All agreements  that relate to the ownership,  maintenance and operation
of the Property ("Property Agreements") attached hereto as Exhibit A;

     b. All  plans,  drawings,  specifications,  surveys,  and  other  technical
descriptions;

     c. All warranties with respect to the Property and the Conveyed Property as
are capable of assignment.

     2. Buyer shall hold Seller  harmless  from,  and  indemnify  Seller for and
against,  any  and  all  claims,  loss,  damage,  liability,  cost  and  expense
(including  without  limitation  attorneys'  fees) with  respect to the Conveyed
Property occurring from and after the date hereof.

     3. This Assignment shall be binding on Seller,  its successors and assigns,
and shall inure to the benefit of Buyer, its successors and assigns.

     4. To the extent  that there are any,  Buyer-Assignee  hereby  assumes  the
obligations of the Seller-Assignor that accrue from and after the date hereof as
to such Property Agreement and warranties (exempting tradenames,  trademarks and
other items of such  nature) to the same extent  that such  obligation  could be
enforced against the Seller-Assignor had this Assignment not been made.

<PAGE>

         EXECUTED as of the date first above written.



                         ---------------------------------------------------
                                                                    , Seller

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


                         
                         U. S. RESTAURANT PROPERTIES MASTER L. P.
                         By:  QSV PROPERTIES, INC.


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


<PAGE>



                                    EXHIBIT D

                                  BILL OF SALE


                              Intentionally Deleted




<PAGE>


                                    EXHIBIT E

                         IRC SECTION 1445 CERTIFICATION


SUBJECT PROPERTY: That certain tract of land ("Land"), situated in
                                    State  of  __________________  described  by
metes and bounds in Exhibit A attached hereto.

SELLER:                    _____________________________________

PURCHASER:                 U. S. RESTAURANT PROPERTIES MASTER L. P.


     To inform  Purchaser  that the  withholding of tax is not required upon the
disposition of a U. S. real property interest by Seller,  the undersigned hereby
certifies the following:

                  1. Seller is not a foreign  corporation,  foreign partnership,
         foreign  trust or  foreign  estate (as those  terms are  defined in the
         Internal Revenue Code and Income Tax Regulations);

                  2.   Seller's   U.S.   employer   identification   number   is
______________________, and

                  3. Seller's office address is .

         Seller  understands  that this  certification  may be  disclosed to the
Internal  Revenue  Service by Purchaser and that any false  statement  contained
herein could be punished by fine, imprisonment, or both.

         Under  penalties  of  perjury,  I  declare  that I have  examined  this
certification  and to the best of my knowledge and belief,  it is true,  correct
and complete, and I further declare that I have authority to sign this document.

         EXECUTED this _______ day of __________________________, 1997.




                         ---------------------------------------------------
                                                                   

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


  

<PAGE>


                                    EXHIBIT F

                  ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT


     THIS ASSIGNMENT AND ASSUMPTION OF LEASES is made and entered into as of the
______  day  of  ___________________,   1997,  by  _____________________________
("Assignor"), and U. S. RESTAURANT PROPERTIES MASTER L. P. ("Assignee").

                             W I T N E S S E T H :

         WHEREAS,  the Assignor is the lessor under the lease agreement  between
___________________        and        _____________________________        dated
______________________________  (the  "Lease"),  which  Lease  affects  the real
property  described in Exhibit A attached  hereto and made a part hereof for all
purposes and the improvements thereon (the "Property"); and

         WHEREAS,  Assignor is selling the Property  together  with its interest
under the Lease to Assignee.

         NOW THEREFORE, Assignor, for and in consideration of the sum of Ten and
No/100  Dollars  ($10.00)  and other  valuable  consideration,  the  receipt and
sufficiency  of which is hereby  acknowledged  and  confessed,  hereby agrees as
follows:

         1. Assignor has ASSIGNED,  and by these presents does hereby ASSIGN, to
Assignee, its successors and assigns all of its right, title and interest in and
to the Lease,  and any funds or other  collateral of the tenant  deposited  with
Assignor as security deposit pursuant to the Lease.

         2. Assignee  hereby assumes the obligations of Assignor as lessor under
the Lease accruing from and after the date hereof.  Assignee shall hold Assignor
harmless from, and indemnify Assignor for and against, any and all claims, loss,
damages,  liability, cost and expense (including attorneys fees) with respect to
the Lease arising or accruing from and after the date hereof. Assignor agrees to
hold Assignee harmless from and indemnify Assignee for and against,  any and all
claims, loss, damages,  liability,  cost and expense (including attorney's fees)
with respect to the Lease arising or occurring prior to the date hereof.

         3. This  Assignment  and Assumption of Lease shall be binding upon, and
shall inure to the benefit  of, all of the parties  hereto and their  respective
successors and assigns.

<PAGE>


         EXECUTED as of the day and year first above written.

                                ASSIGNOR:

                                ----------------------------------------------

Witnessed by:                   Address:
                                   
                                     
                        
                                   By:
                                      ----------------------------------------
                                   Name:
                                        --------------------------------------
                                   Title:
                                         -------------------------------------


                                ASSIGNEE:

                                ----------------------------------------------


Witnessed by:                   Address:
                                   
                                     
                        
                                   By:
                                      ----------------------------------------
                                   Name:
                                        --------------------------------------
                                   Title:
                                         -------------------------------------

<PAGE>


                                    EXHIBIT G

                               GUARANTY AGREEMENT


         This Guaranty Agreement  ("Guaranty") is made as of the ________ day of
June,  1997, by U. S.  RESTAURANT  PROPERTIES  MASTER L. P., a Delaware  limited
partnership ("Guarantor"), with offices at 5310 Harvest Hill, Suite 270, Dallas,
Texas 75230, to THE MIDON COMPANIES,  a  ____________________  ("Holder"),  with
offices at _______________________,  pursuant to the Purchase and Sale Agreement
between  Guarantor  and The Midon  Companies,  dated as of  ___________________,
1997, (the "Purchase Agreement").

     1. Definitions.  For purposes hereof, the following terms have the meanings
set forth below:

     a. Closing Date. The Closing Date as defined in the Purchase Agreement.

     b. Guaranteed Price. The product of (i) 113% multiplied by (ii) the average
closing  price  of the  Units on the New York  Stock  Exchange  for the five (5)
trading days immediately preceding the Closing Date.

     c. Guaranteed  Date. The date twenty-one (21) months  following the Closing
Date;  provided,  however,  that Guarantor,  in its sole discretion,  by written
notice to Holder on or before the  Guaranteed  Date,  may extend the  Guaranteed
Date to the date twenty-four (24) months following the Closing Date.

     d. Actual  Price.  The average  closing  price of the Units on the New York
Stock  Exchange  for the twenty (20)  trading  days  immediately  preceding  the
Guaranteed Date.
                 
     e. Number of Units. The number of units of limited partnership of Guarantor
issued to Holder on the Closing Date and held on the Guaranteed Date.

     f. Unit. Unit shall mean a depositary receipt  evidencing  ownership of one
share of limited partnership interest of Guarantor.

     g. Sale of Units.  The sale or other  disposition  of Units  other than any
transfer by operation  of law,  such as by will or  intestate  disposition,  any
transfer by gift or any transfer for which the  consideration  is not payable in
cash or cash equivalents.

     h.  Affiliates.  Any person who  controls,  is  controlled  by, or is under
common  control with Holder,  with control being defined as the ownership of ten
percent  (10.0%)  or more of  equity  ownership  or voting  control  of any such
person,  any partner of Holder,  and any immediate family member of a partner of
Holder.


<PAGE>

     2. Guaranty.  If, as of the Guaranteed  Date, the Guaranteed  Price exceeds
the Actual Price,  Guarantor shall issue an amount of additional Units to Holder
equal to the following:  [(Guaranteed Price - Actual Price) x Number of Units] /
Guaranteed  Price.  Any  additional  Units  issued under this Section 3 shall be
delivered to Holder on or before five (5) days after the Guaranteed Date.

         The additional Units issued under this Guaranty will not be registered,
and  shall be  subject  to the  transfer  restrictions  under  U. S.  and  state
securities  laws.  Guarantor  will effect  registration  of any Units  delivered
pursuant to this Guaranty within 180-days after delivery.  Guarantor may, at its
election, pay Holder in cash the difference between the Guaranteed Price and the
Actual Price in lieu of delivery of additional Units.

         3.  Trading  and Other  Activity  Prior to the  Guaranteed  Date.  This
Guaranty will lapse in its entirety,  and be of no further force and effect,  if
Holder and its  Affiliates  makes any Sales of Units  (whether  or not  received
under  the  Purchase   Agreement)  or  otherwise  engages  in  any  manipulative
transaction  with  respect to the  trading in the Units,  in the period four (4)
months preceding the Guaranteed Date.

         4. Stock  Splits,  Dividends,  Conversions.  The  Guaranteed  Price and
Actual Price will be appropriately  adjusted for stock dividends,  stock splits,
etc. In the event that Guarantor  converts to a qualified Real Estate Investment
Trust,  any stock  received in  exchange  for the Units will be  considered  the
equivalent of the Units for purposes of the Guaranty.

         5.  Termination  of  Guaranty.  This  Guaranty  will  terminate  in its
entirety and be of no further force and effect,  if during any twelve (12) month
period between the Closing Date and Guaranteed  Date,  Holder and its Affiliates
make a Sale or Sales of Units which, in the aggregate,  constitute more than ten
percent  (10.0%) of the total Units owned by Holder and its Affiliates as of the
first day of such twelve (12) month period.

<PAGE>


         In Witness Whereof,  the parties have executed this Agreement as of the
date and year first above written.

                                    GUARANTOR:

                                    U. S. RESTAURANT PROPERTIES MASTER L.P.
                                    By:  QSV PROPERTIES, INC.


                                    By:
                                        -----------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
                                        -----------------------------------

                                    HOLDER:

                                    ---------------------------------------


                                    By:
                                       ------------------------------------
                                    Name:
                                         ----------------------------------
                                    Its:
                                         ----------------------------------



<PAGE>


                                    EXHIBIT H

                                INVESTMENT LETTER

                                               _________________________, 1997


The Midon Companies (or to each Seller)

Gentlemen:

         U.  S.  Restaurant   Properties   Master  L.  P.,  a  Delaware  limited
partnership ("MLP") with offices at 5310 Harvest Hill, Suite 270, Dallas,  Texas
75230,   has  entered  into  a  purchase  and  sale  agreement  with  you  dated
_________________, 1997, (the "Contract") pursuant to which you will receive, as
partial  consideration  for such sale,  _________ units (the "Units") of limited
partnership interest in MLP.

         In connection with your receipt of the Units,  you hereby represent and
warrant to MLP the following:

         (a) The  Units  to be  acquired  pursuant  to the  Contract  are  being
acquired  for my  own  account  for  investment  and  not  with  a  view  to the
distribution  thereof or with any intention of  distributing  or reselling  such
Units or any part thereof  within the meaning of the  Securities Act of 1933, as
amended (the "1933 Act") (it being understood,  however, that the disposition of
the  undersigned's  property  shall at all  times be  within  the  undersigned's
control).  The  undersigned  understands  that MLP will place a "stop  transfer"
order on the  transfer  books of MLP to  prevent  any  transfer  of the Units in
violation of law or this Letter Agreement.

         (b) The  Units  have  not  been  registered  under  the  1933  Act and,
therefore,  cannot  be sold  unless  they are  registered  under the 1933 Act or
unless an exemption  from  registration  is  available;  a legend to that effect
shall be placed on the certificate or certificates  evidencing the Units;  there
is no public  market for the Units and none is expected to develop;  and that it
may be  necessary  to hold  the  Units  indefinitely  and the  undersigned  must
continue to bear the  economic  risk of the  investment  in the Units unless the
Units  are  subsequently  registered  under  the 1933 Act or an  exemption  from
registration becomes available.

         (c) I am sophisticated in the making of investments and in the purchase
of securities  and meet the  requirements  as to net worth and/or income to be a
"sophisticated  investor"  as that term is  defined in the  regulations  adopted
pursuant to the 1933 Act.

         (d) I have reviewed  financial and other information  provided to me by
MLP  (including the most recent 10 Q's and other  regulatory  filing of MLP) and
understand  and can  accept  the  total  loss  of my  investment.  Further,  the
undersigned represents and warrants that my accounting and legal representatives
and I have had the opportunity to ask questions of the officers of MLP.


<PAGE>

         When accepted by MLP, MLP represents and warrants to the undersigned as
follows:

         (a) MLP has been  duly  constituted  as a  limited  partnership  and is
validly existing in good standing under the laws of the State of Delaware,  with
limited  partnership  power and authority to own its  properties and conduct its
businesses.

         (b) MLP has all requisite partnership power and authority to enter into
this Letter Agreement and to perform its obligations  hereunder.  The execution,
delivery and performance by MLP of this Letter Agreement and the consummation by
it of the  transactions  contemplated  hereby have been duly  authorized  by all
necessary  limited  partnership  actions.  This Letter  Agreement  has been duly
executed  and  delivered  by MLP and is a valid  and  binding  agreement  of MLP
enforceable against it in accordance with its terms.

         This Letter Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors, heirs and permitted assigns,
but neither this Letter Agreement nor any of the rights, interest or obligations
hereunder  shall be assigned by either of the parties  hereto  without the prior
written consent of the other party which shall not be unreasonably withheld.

         Nothing in this Agreement,  expressed or implied, is intended to confer
on any person other than the parties hereto or their  respective  successors and
assigns any rights,  remedies,  obligations or liabilities under or by reason of
this Letter Agreement.

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of Texas without regard to the conflict of laws thereof.

                                Very truly yours,

Dated:                          U. S. RESTAURANT PROPERTIES MASTER L. P.
      --------------------      By:  QSV PROPERTIES, INC.

                                By:
                                   -------------------------------------------
                                Its:
                                    ------------------------------------------
Accepted and Agreed to:

--------------------------
By:
   -----------------------
Date:
     ---------------------


<PAGE>


                                    EXHIBIT I

                          REGISTRATION RIGHTS AGREEMENT


     This  Agreement  (the  "Agreement")  is  made  as of  the  _______  day  of
___________________,  1997,  by U. S.  RESTAURANT  PROPERTIES  MASTER  L.  P., a
Delaware  limited partner ("USRP") with offices at 5310 Harvest Hill, Suite 270,
Dallas, Texas 75230, and  __________________________  ("Holder") with offices at
_________________.
                                    Recitals:

         Holder  received  _____ units of limited  partnership  interest in USRP
pursuant to the Purchase and Sale Agreement (the "Contract")  between Holder and
USRP dated _______________, 1997; and

         USRP has agreed to register Holder's units under certain circumstances.

         NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby expressed, the parties hereto hereby agree as follows:

         1. If,  from time to time  during the  period  three (3) years from the
Closing  Date  defined  in the  Contract  (the  "Registration  Period"),  U.  S.
Restaurant  Properties Master L. P. ("USRP") determines to effect a registration
under the 1933 Act in  connection  with the  public  offering  of Units for cash
proceeds payable to USRP or to any Unit holder  ("Offering  Shares"),  then USRP
shall give prompt written notice ("Registration Notice") to the Holder of USRP's
intent to proceed with such registration and offering of the Offering Shares. No
provision of this Section 5(a) shall create,  or shall be construed as creating,
any  obligation  of USRP to (i)  proceed  with any  public  offering  during the
Registration  Period,  or (ii) maintain the  effectiveness  of any  registration
statement registering Offering Shares for any period of time.

         2. If within five (5) days (the "Final Request Date") after the receipt
of the  Registration  Notice,  Holder shall deliver to USRP a written request to
have some or all of its Units in USRP  included in the  registration,  then USRP
shall cause to be registered under the 1933 Act the number of Units so requested
in accordance with this Agreement (the "Piggyback Shares"). The Holder shall not
be entitled to proceed with a registration  and offering of the Piggyback Shares
unless USRP proceeds with the  registration and offering of the Offering Shares.
If Holder  declines to participate  in the offering,  USRP shall have no further
registration obligation with respect to Holder.

<PAGE>


         3. The underwriter(s),  investment banker(s) and/or managers(s) for any
offering  pursuant  to this  Section  5 shall  be  selected  by USRP in its sole
discretion.   If  the  registration  involves  an  underwritten   offering,  all
participating   interest  holders  must  sell  their  Piggyback  Shares  to  the
underwriters  selected  by USRP on the same  terms  and  conditions  as apply to
Holder and any other selling  interest holder with such  differences,  including
any with respect to indemnification and liability insurance, as may be usual and
customary  in  combined  primary  and  secondary  offerings.   If  the  managing
underwriter of the public  offering of Offering Shares proposed to be registered
by USRP or by another  interest holder in USRP having been granted  registration
rights by USRP  advises  USRP in  writing  that  marketing  factors  requires  a
limitation of the number of secondary shares to be underwritten, then the number
of Units owned by Holder to be included in such  registration  statement and the
number of Units in USRP to be included  in such  registration  statement  by any
other interest  holder in USRP having been granted  registration  rights by USRP
before or after  the date of this  Agreement  other  than  Holder  (collectively
"Registration  Rights Interest Holders") shall be limited,  pro rata, based on a
fraction,  the  numerator  of which  shall be the  number  of Units in USRP that
Holder shall have  requested to be  registered,  or in the case of  Registration
Rights  Interest  Holders,  the  number of Units that such  Registration  Rights
Interest  Holders shall have requested to be registered,  and the denominator of
which shall be the total number of Units in USRP  requested to be  registered by
Holder and  Registration  Rights  Interest  Holders.  It is the intention of the
parties that the Piggyback or incidental  registration rights of Holder shall be
pari  passu  with any  "piggyback"  or  incidental  registration  rights  of any
Registration Rights Interest Holder.

         4.  Notwithstanding  Section  1 through 3  hereof,  USRP  shall  effect
registration of Holder's Units under the 1933 Act within 180 days after the date
of  this  Agreement.   Holder  shall  cooperate  with  USRP  in  effecting  such
registration.

         5. Each of USRP,  Holder and any  Registration  Rights Interest Holders
shall pay their own expenses incurred in the registration of the Offering Shares
and Piggyback Shares.


                                    HOLDER:
                                   
                                    -----------------------------------------

                                    By:
                                       --------------------------------------
                                    Name:
                                         ------------------------------------
                                    Its:
                                        -------------------------------------


                                    U. S. RESTAURANT PROPERTIES MASTER L.P.
                                    By:  QSV PROPERTIES, INC.


                                    By:
                                       --------------------------------------
                                    Name:
                                         ------------------------------------
                                    Its:
                                        -------------------------------------



<PAGE>


                                    EXHIBIT J

                              ESTOPPEL CERTIFICATE


         This  Certificate  is made  as of  ___________________________________,
 1997, by ("Tenant").

         A. The Property;  the Leased  Premises.  The term  "Property,"  as used
herein,   shall   mean  the   real   property   situated   in  the   County   of
____________________,  State  of  ____________________,   legally  described  in
Exhibit A attached  hereto and by this  reference  made a part hereof,  together
with all  buildings,  structures,  improvements  and  fixtures  now or hereafter
located  thereon,  and together with all easements and other rights  appurtenant
thereto.

         B. The Lease;  the Landlord.  The term  "Lease," as used herein,  shall
mean the lease,  together with any  amendments  thereto,  concerning  the Leased
Premises  evidenced  by the  document  attached  hereto as Exhibit B and by this
reference  incorporated herein. The term "Landlord",  as used herein, shall mean
______________________________________.

         C.   The Sale.  The term  "Buyer," as used  herein,  shall mean U. S.
Restaurant  Property  Master L. P., its successors and assigns.  Buyer proposes
to purchase the Property from Landlord.

         D. Purposes. In connection with the above-mentioned transactions, Buyer
has requested certain assurances and  representations  from Tenant, and Landlord
has agreed to provide for an estoppel  certificate  from Tenant  concerning  the
Lease.

         In  consideration  of  the  mutual  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) Tenant is the tenant and  Landlord is the  landlord  under
the Lease.  A true and  complete  copy of the Lease,  together  with all riders,
exhibits,  modifications and amendments  thereto, if any, are attached hereto as
Exhibit B;

                  (b) The term of the  Lease  commenced  ______________________,
and rent commenced to accrue under the Lease on ______________________;

                  (c) There are  presently no offsets or credits  against  rents
thereunder and no payments are due from Landlord to Tenant under the Lease;


                  (d) The Lease is in full force and effect  and,  except as set
forth in the  amendment(s),  if any,  attached  hereto,  the  Lease has not been
amended, modified or supplemented in any respect;

<PAGE>


                  (e) All of the  improvements  contemplated  by the Lease  have
been  entirely  completed  as  required  therein,  the leased  premises  and the
improvements  thereon  have been  accepted by Tenant  with  Tenant in  occupancy
thereof,  and all sums, if any, payable by Landlord to Tenant in connection with
the construction of such  improvements have been paid in full and all conditions
precedent to Tenant's obligations under the Lease have been satisfied;

                  (f)  Tenant has not  prepaid  (and will not  prepay)  any rent
which is not yet due and payable  under the Lease and no  concessions,  rebates,
allowances or other  considerations  for free or reduced rent in the future have
been granted other than as set forth in the Lease as attached hereto;

                  (g) Tenant has no  knowledge  of (1) any  present  defaults of
either  party under the Lease;  nor (2) 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 Lease;

                  (h)  Tenant has never  permitted  (and has no  knowledge  that
Landlord has ever permitted) the generation,  treatment,  storage or disposal of
any  hazardous  waste or other  hazardous or toxic  substance on the Property in
violation of existing laws;

                  (i) Landlord holds  $__________________  as security deposits
or other deposits of Tenant under the Lease;

                  (j) The  party  executing  this  letter on behalf of Tenant is
fully authorized and empowered to do so.

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

                                   TENANT:

                                   -----------------------------------------


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