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                                                                    EXHIBIT 10.3


                          AMENDMENT TO CREDIT AGREEMENT


         THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of May
__, 1998, by and among U.S. RESTAURANT PROPERTIES OPERATING L.P., a Delaware
limited partnership (the "Borrower"), the BANKS listed on the signature pages
hereof, and UNION BANK OF SWITZERLAND, NEW YORK BRANCH, as Agent.

                              W I T N E S S E T H:

         WHEREAS, the Borrower and the Banks have entered into that certain
Revolving Credit Agreement, as of January 9, 1998 (the "Credit Agreement"); and

         WHEREAS, the parties desire to modify the Credit Agreement upon the
terms and conditions set forth herein.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:

         1. Definitions. All capitalized terms not otherwise defined herein
shall have the same meanings ascribed to them in the Credit Agreement.

         2. Guarantee. The following clause (f) is hereby added to the end of
the first sentence of Section 10.1 of the Credit Agreement: "and (f)
Indebtedness in connection with the delivery of the Guarantee, dated as of May
__, 1998, by the Borrower in favor of U.S. Restaurant Lending Group I, L.P. and
MLQ Investors, L.P. (the "Mortgage Guarantee"), in the maximum amount of
$20,000,000.00".

         3. Nonrecourse Debt. Clause (y) of the definition of "Nonrecourse Debt"
is hereby deleted and the following substituted in its place: "the property of
any Subsidiary securing such Indebtedness or the assets of any such Subsidiary,
provided, however, that in such case, all of the assets of such Subsidiary shall
be deemed to be subject to "Nonrecourse Debt", but is not recourse to the
Borrower, the General Partner or the Guarantor (provided that the Borrower, the
General Partner and the Guarantor may pledge, on a nonrecourse basis, their
interests in any such Subsidiary, in which event the assets or such Subsidiary
shall be deemed to be subject to "Nonrecourse Debt")."

AMENDMENT TO CREDIT AGREEMENT - Page 1

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         4. Miscellaneous. For the avoidance of doubt, the Borrower hereby
confirms that the Closing Date was January 9, 1998, and the Initial Funding Date
was January 9, l998. In addition, all reference in the Credit Agreement to the
"Maturity Date" shall be deemed to refer to the Revolving Credit Termination
Date, and that clause (i) of the definition of Revolving Credit Termination Date
shall be deemed to refer to January 9, 2001.

         5. Effective Date. This Amendment shall become effective upon receipt
by the Agent of counterparts hereof signed by the Borrower (the date of such
receipt being deemed the "Effective Date")

         6. Entire Agreement. This Amendment constitutes the entire and final
agreement among the parties hereto with respect to the subject matter hereof and
there are no other agreements, understandings, undertakings, representations or
warranties among the parties hereto with respect to the subject matter hereof
except as set forth herein.

         7. Governing Law. This Amendment shall be governed by, construed in
accordance with, the law of the State of New York.

         8. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.

         9. Headings, Etc. Section or other headings contained in this Amendment
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Amendment.

         10. No Further Modifications. Except as modified herein, all of the
terms and conditions of the Credit Agreement, as modified hereby shall remain in
full force and effect and, as modified hereby, the Borrower confirms and
ratifies all of the terms, covenants and conditions of the Credit Agreement in
all respects.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

Borrower:                           U.S. RESTAURANT PROPERTIES OPERATING L.P.

                                    By:      USRP Managing, Inc.
                                             its general partner

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

AMENDMENT TO CREDIT AGREEMENT - Page 2

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Bank/Agent:                                  UNION BANK OF SWITZERLAND,
                                             NEW YORK BRANCH as a Bank and as 
                                               Agent

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



Banks:                                       GUARANTY FEDERAL BANK, F.S.B.

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



                                             COMPASS BANK


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


                                             CREDIT LYONNAIS NEW YORK BRANCH


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


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