Exhibit 10.7




                      Amended and Restated Credit Amendment
                    between Bank of America Texas, N.A., and
                          FFP Operating Partners, L.P.
                             dated November 27, 1996


                      AMENDED AND RESTATED CREDIT AGREEMENT


     This  Amended  and  Restated  Credit   Agreement  (this  "Restated   Credit
Agreement")  dated as of November  27, 1996,  is between Bank of America  Texas,
N.A.  (the  "Bank")  and  FFP  Operating  Partners,  L.P.,  a  Delaware  limited
partnership (the "Borrower").

                                   REFERENCES

     Reference is made to the Credit Agreement (as amended, the "Original Credit
Agreement")  dated as of February 25, 1994 by and between Bank and Borrower,  as
amended by the following:

     (a)  First  Amendment to Credit  Agreement,  entered  into  effective as of
          March 30, 1994;

     (b)  Second  Amendment to Credit  Agreement,  entered into  effective as of
          August 31, 1994;

     (c)  Third  Amendment to Credit  Agreement,  entered  into  effective as of
          May 1, 1995;

     (d)  Fourth  Amendment to Credit  Agreement,  entered into  effective as of
          December 20, 1995; and

     (e)  Fifth  Amendment to Credit  Agreement,  entered  into  effective as of
          March 29, 1996.

     The Bank and the Borrower  desire to amend the Credit  Agreement  to, inter
alia,  provide  for a term  loan  in the  amount  of  $3,000,000.00  to  finance
renovation of a fuel terminal and to renew, extend,  modify and increase certain
existing  debt to the  Bank as  more  fully  described  in  Section  4.3 of this
Restated Credit  Agreement.  The Bank and the Borrower further desire to restate
the  Original  Credit  Agreement  into one  agreement  that  incorporates,  on a
cumulative basis, the amendments described above.


                                 1. DEFINITIONS

     In  addition  to the terms which are  defined  elsewhere  in this  Restated
Credit  Agreement,  the  following  terms have the  meanings  indicated  for the
purposes of this Restated Credit Agreement:

     1.1  "Event of Default"  has the  meaning  given such term in Section 13 of
          this Restated Credit Agreement. 

     1.2  "Eurodollar  Business  Day"  shall  mean a day on  which  dealings  in
          Dollars   are   carried   out  in   the   London   interbank   market.
          

     1.3  "LIBOR  Rate" means the  interest  rate  determined  by the  following
          formula,  rounded  upward to the  nearest  1/100 of one  percent.  All
          amounts in the  calculation  will be  determined by the Bank as of the
          first day of the interest period.
 
                                       London Interbank Offered Rate
                      LIBOR Rate = ------------------------------------
                                        (1.00 - Reserve Percentage)

     Where,

     (a) "London Interbank Offered Rate" means the interest rate (rounded upward
to the nearest 1/16th of one percent) determined by the Bank (in accordance with
its customary  general  practices) as the rate at which Eurodollar  deposits are
offered by major banks in the London Interbank  Eurodollar Market in immediately
available funds in an amount equal or comparable to the principal  amount of the
Term  Loan or the Fuel  Terminal  Loan,  as the  case may be,  as of the time of
determination, and for a ninety (90) day time period.

     The  initial  LIBOR Rate shall be the rate in effect two (2)  banking  days
prior to January 1, 1997 and shall be automatically  adjusted on the last day of
each ninety (90) day time period,  beginning  ninety (90) days after  January 1,
1997, to the LIBOR Rate in effect two (2) banking days prior to such date.

     (b) "Reserve Percentage" means the total of the maximum reserve percentages
for  determining  the reserves to be  maintained  by member banks of the Federal
Reserve System for Eurocurrency Liabilities, as defined in Federal Reserve Board
Regulation D, rounded upward to the nearest 1/100 of one percent. The percentage
will be  expressed  as a  decimal,  and will  include,  but not be  limited  to,
marginal, emergency, supplemental, special, and other reserve percentages.

     1.4  "Maximum  Rate"  means the maximum  lawful rate of interest  permitted
          under applicable usury laws now or hereafter enacted. 

     1.5  "Original Fuel Terminal Loan" means the Fuel Terminal Loan referred to
          in the Original Credit  Agreement in the amount of One Million Dollars
          ($1,000,000.00). 

     1.6  "Potential Default" means any event that, with the giving of notice or
          the passage of time,  or both,  would  constitute  an Event of Default
          under this Restated Credit Agreement. 

     1.7  "Reference  Rate" means the rate of interest  publicly  announced from
          time to time by the Bank in Irving,  Texas, as its Reference Rate. The
          Reference Rate is set by the Bank based on various factors,  including
          the Bank's costs and desired return,  general economic  conditions and
          other  factors,  and is used as a  reference  point for  pricing  some
          loans.  The Bank may price loans to its customers at, above,  or below
          the Reference Rate. Any change in the Reference Rate shall take effect
          at  the  opening  of  business  on the  day  specified  in the  public
          announcement of a change in the Bank's Reference Rate.


                                2. LINE OF CREDIT
                                       AND
                   LETTER OF CREDIT FACILITY AMOUNT AND TERMS

     2.1  Line of Credit Amount.

     (a)  During the Availability  Period described below, the Bank will provide
          a  line  of  credit  to  the  Borrower  for  the  purposes  continuing
          Borrower's existing Ten Million Dollar ($10,000,000.00) line of credit
          from the Bank under the Original  Credit  Agreement to support  future
          growth in accounts  receivable  and  inventory,  along with  providing
          intra-month  fuel tax  remittance  support.  The amount of the line of
          credit (the  "Revolving  Commitment")  is equal to Ten Million Dollars
          ($10,000,000.00).

     (b)  This is a revolving  line of credit for advances with a  "within-line"
          facility for letters of credit.  During the Availability  Period,  the
          Borrower may repay principal amounts and re-borrow them.

     (c)  Each  advance  must  be for at  least  One  Hundred  Thousand  Dollars
          ($100,000.00)  or for the amount of the  remaining  available  line of
          credit, if less.

     (d)  The Borrower agrees not to permit the outstanding principal balance of
          the line of credit  plus the  outstanding  amounts  of any  letters of
          credit,  including  amounts  drawn on  letters  of credit  and not yet
          reimbursed,  to exceed the Revolving Commitment.  If such outstandings
          exceed the Revolving Commitment, the Borrower will immediately pay the
          excess to the Bank upon the Bank's demand.

     2.2  Availability  Period.  Subject  to the  terms and  conditions  of this
          Restated  Credit  Agreement  (including  without  limitation,  Section
          10.11),  the line of  credit  is  available  during  the  period  (the
          "Availability  Period")  beginning on the date of this Restated Credit
          Agreement and ending April 30, 1998 (the  "Expiration  Date"),  unless
          the  Borrower  is in default.  Upon the  occurrence  of any  Potential
          Default,  then, in addition to the Bank's other remedies, the Bank may
          terminate  the  Availability   Period.  If  the  Borrower  cures  such
          Potential  Default or Event of  Default,  as the case may be, then the
          Availability  Period may be reinstated  so long as no other  Potential
          Default or Event of Default has occurred and remains in existence.

     2.3  Interest  Rate.  The  interest  rate is the lesser of (a)_the  Maximum
          Rate, or (b)_the rate (the  "Revolving Loan Basic Rate") that is equal
          to the Bank's Reference Rate. 

     Notwithstanding the foregoing, if at any time the Revolving Loan Basic Rate
shall exceed the Maximum Rate and thereafter the Revolving Loan Basic Rate shall
become less than the Maximum  Rate,  the rate of interest  payable  shall be the
Maximum  Rate until the Bank  shall have  received  the  amount of  interest  it
otherwise  would have  received if the interest  payable had not been limited by
the  Maximum  Rate  during  the  period of time the  Revolving  Loan  Basic Rate
exceeded the Maximum Rate.

     2.4  Conditions  to Each  Extension  of Credit.  Before each  extension  of
          credit  under the line of credit,  including  the first,  the Borrower
          will deliver to the Bank a borrowing request, in the form of Exhibit H
          hereto,  or in such other form requested by the Bank,  executed by the
          authorized representative of Borrower.

     2.5  Repayment Terms.

     (a)  The Borrower will pay accrued  interest on December 31, 1996, and then
          quarterly   thereafter   until   payment  in  full  of  any  principal
          outstanding under this line of credit.

     (b)  The Borrower will repay in full all principal  outstanding  under this
          line of credit as required by Section  10.11,  Out of Debt Period,  of
          this Restated Credit Agreement. 

     (c)  The Borrower will repay in full all principal and any unpaid  interest
          or other charges  outstanding  under this line of credit no later than
          the Expiration Date.

     2.6  Letters  of  Credit.  This  line of credit  may be used for  financing
          standby  letters of credit issued only in support of  Borrower's  fuel
          purchasing  activities and other routine business  activities,  with a
          maximum  maturity  of sixty (60) days (or  longer,  if approved by the
          Bank)  but  not to  extend  more  than  sixty  (60)  days  beyond  the
          Expiration  Date.  The  aggregate  amount  of the  letters  of  credit
          outstanding  at any one time  (including  amounts  drawn on letters of
          credit and not yet  reimbursed)  may not exceed Three Million  Dollars
          ($3,000,000.00).

                  The Borrower agrees:

     (a)  any sum drawn under a letter of credit may, at the option of the Bank,
          be added to the  principal  amount  outstanding  under  this  Restated
          Credit  Agreement.  The  amount  will  bear  interest  and  be  due as
          described elsewhere in this Restated Credit Agreement.

     (b)  if there is an Event of Default under this Restated Credit  Agreement,
          the  Bank,  at its  option,  may  require  Borrower  to  provide  cash
          collateral of any outstanding letters of credit, in the face amount of
          such outstanding letters of credit;

     (c)  the issuance of any letter of credit and any  amendment to a letter of
          credit is subject to the Bank's  written  approval and must be in form
          and  content  reasonably  satisfactory  to the  Bank and in favor of a
          beneficiary reasonably acceptable to the Bank;

     (d)  to sign the Bank's form  Application  and Agreement for Standby Letter
          of  Credit,  a copy of  which  is  attached  to this  Restated  Credit
          Agreement as Exhibit E; and 

     (e)  to pay,  prior to issuance,  any  issuance  and/or other fees that the
          Bank notifies the Borrower will be charged for issuing and  processing
          letters of credit for the Borrower.


                     3. TERM LOAN FACILITY AMOUNT AND TERMS

     3.1  Loan Amount.  Pursuant to the terms of the Original Credit  Agreement,
          the Bank  agreed to provide a term loan to the  Borrower in the amount
          of Seven Million Five Hundred  Thousand Dollars  ($7,500,000.00)  (the
          "Term Loan").  As of the date of this Restated Credit  Agreement,  the
          principal balance of the Term Loan is $5,625,000.

     3.2  Purpose.  The Term  Loan was used to  re-finance  indebtedness  in the
          amount of $12,000,000.00 owing by Borrower to Citibank, N.A. 

     3.3  Interest Rate.

     (a)  Subject to the provisions of Section 3.4 (a) hereof, the interest rate
          is the  lesser of (i) the  Maximum  Rate,  or (ii) the rate (the "Term
          Loan Basic Rate"),  through  December 31, ,1996,  that is equal to the
          Bank's  Reference  Rate, and  thereafter,  the LIBOR Rate plus one and
          three-quarters   (1.75)   percentage   points.   Notwithstanding   the
          foregoing,  if at any time the Term Loan Basic  Rate shall  exceed the
          Maximum Rate and thereafter the Term Loan Basic Rate shall become less
          than the  Maximum  Rate,  the rate of  interest  payable  shall be the
          Maximum Rate until the Bank shall have received the amount of interest
          it otherwise would have received if the interest  payable had not been
          limited by the  Maximum  Rate  during the period of time the Term Loan
          Basic Rate exceeded the Maximum Rate.

     (b)  The  Borrower  may prepay the Term Loan in full or in part at any time
          in  an   amount   not  less  than  Five   Hundred   Thousand   Dollars
          ($500,000.00).  The  prepayment  will be  applied to  installments  of
          principal due under the Term Loan in inverse order of maturities.

     (c)  Beginning  January 1, 1997, each prepayment will be accompanied by the
          amount of accrued interest on the amount prepaid, and a prepayment fee
          equal to the amount (if any) by which:

     (i)  the  additional  interest  which would have been payable on the amount
          prepaid  had it not been  paid  until  the  last  day of the  interest
          period, exceeds

     (ii) the interest which would have been  recoverable by the Bank by placing
          the amount prepaid on deposit in the LIBOR dollar market, in each case
          for a period  starting  on the date on which it was prepaid and ending
          on the last day of the interest period.


     3.4 Repayment Terms

     (a)  The  Borrower  will pay all accrued but unpaid  interest  beginning on
          December  31,  1996 and then on the last day of each  ninety  (90) day
          interest  period  ("Interest  Period")  thereafter and upon payment in
          full of the principal of the Term Loan. Notwithstanding the foregoing,
          (i) any Interest  Period which would  otherwise  end on a day which is
          not  a  Eurodollar  Business  Day,  shall  be  extended  to  the  next
          succeeding Eurodollar Business Day unless such Eurodollar Business Day
          falls in another  calendar  month,  in which case such Interest Period
          shall end on the next preceding  Eurodollar Business Day; and (ii) any
          Interest Period which begins on the last Eurodollar  Business Day of a
          calendar  month  (or  on a day  for  which  there  is  no  numerically
          corresponding  day in the calendar  month at the end of such  Interest
          Period)  shall,  subject to clauses (iii) below and (i) above,  end on
          the last Eurodollar  Business Day of a calendar  month;  and (iii) any
          Interest Period which would otherwise end after March 31, 2001,  shall
          end on March 31, 2001. In lieu of Section 3.4 (a)(iii) hereof,  if any
          Interest Period would otherwise end after March 31, 2001, then, at the
          Bank's option, the Bank may elect for the Term Loan to accrue interest
          at the rate which is equal to the Bank's  Reference  Rate from the end
          of the immediately preceding Interest Period through March 31, 2001.


     (b)  Pursuant to the terms of the Original Credit  Agreement,  the Borrower
          agreed  to  repay   principal   in   successive   installments,   made
          approximately  quarterly,  in  the  amount  of  Three  Hundred  Twelve
          Thousand  Five  Hundred  Dollars  ($312,500.00)  each.  The  remaining
          outstanding  principal  of the Term Loan  shall be paid in  successive
          installments  starting December 31, 1996 and, thereafter,  on the same
          day as each  interest  payment due under the Term Loan  (i.e.,  on the
          last day of each  Interest  Period).  On March 31, 2001,  the Borrower
          will repay the remaining principal balance plus any interest then due.


                 4. FUEL TERMINAL LOAN FACILITY AMOUNT AND TERMS

     4.1  Loan Amount. The Bank agrees to provide a term loan to the Borrower in
          the amount of up to Three Million Dollars  ($3,000,000.00)  (the "Fuel
          Terminal Loan"), to be funded in one or more advances, as requested by
          Borrower  subject to the Fuel Terminal  Availability  Period,  defined
          below.  Each advance  shall be in the amount of at least  $100,000.00,
          or, if greater, in integral multiples thereof.

     4.2  Fuel  Terminal  Loan  Availability  Period.  Subject  to the terms and
          conditions of this Restated Credit Agreement,  advances under the Fuel
          Terminal Loan are available during the period (the "Fuel Terminal Loan
          Availability  Period")  beginning on the date of this Restated  Credit
          Agreement  and ending  December  31,  1996  unless the  Borrower is in
          default.  Upon  the  occurrence  of any  Potential  Default,  then  in
          addition to the Bank's other remedies, the Bank may terminate the Fuel
          Terminal  Loan  Availability   Period.  If  the  Borrower  cures  such
          Potential  Default or Event of  Default,  as the case may be, then the
          Fuel  Terminal  Availability  Period may be  reinstated  so long as no
          other  Potential  Default or Event of Default has occurred and remains
          in existence.

     4.3  Purpose.  The Fuel  Terminal  Loan shall be used to allow  Borrower to
          finance  renovations  of a fuel  terminal  owned  by an  affiliate  of
          Borrower,  Direct  Fuels,  L.P.,  located in Euless,  Texas,  which is
          located on the real estate described on Exhibit I attached hereto, and
          to renew, extend, modify and increase the Original Fuel Terminal Loan.

     4.4  Interest Rate.

     (a)  Subject to the provisions of Section 4.5(a) hereof,  the interest rate
          is the lesser of  (i)_the  Maximum  Rate,  or (ii) the rate (the "Fuel
          Terminal Loan Basic Rate"),  through December_31,  1996, that is equal
          to the Bank's Reference Rate, and thereafter,  the LIBOR Rate plus one
          and  three-quarters  (1.75)  percentage  points.  Notwithstanding  the
          foregoing,  if at any time the Fuel  Terminal  Loan  Basic  Rate shall
          exceed the Maximum Rate and  thereafter  the Fuel  Terminal Loan Basic
          Rate shall  become  less than the Maximum  Rate,  the rate of interest
          payable  shall be the Maximum Rate until the Bank shall have  received
          the  amount of  interest  it  otherwise  would  have  received  if the
          interest  payable had not been  limited by the Maximum Rate during the
          period of time the Fuel  Terminal Loan Basic Rate exceeded the Maximum
          Rate.

     (b)  The Borrower may prepay the Fuel  Terminal  Loan in full or in part at
          any time in an  amount  not  less  $250,000.00,  or,  if  greater,  in
          integrated  multiples  thereof.  The  prepayment  will be  applied  to
          installments  of principal due under the Fuel Terminal Loan in inverse
          order of  maturities.  In the event Borrower  prepays the  outstanding
          principal  balance of this Note in full, the Bank's obligation to make
          subsequent  advances  hereunder shall terminate as of the date of such
          prepayment.

     (c)  The Borrower  shall pre-pay the Fuel Terminal Loan in full or in part,
          as the case may be, from all principal amounts collected, if any, from
          the note receivable  evidencing the $1,200,000.00  advance to Fidelity
          Venture Investments, L.L.C. ("Fidelity Advance").

     (d)  Beginning  January 1, 1997, each prepayment will be accompanied by the
          amount of accrued interest on the amount prepaid, and a prepayment fee
          equal to the amount (if any) by which:

     (i)  the  additional  interest  which would have been payable on the amount
          prepaid  had it not been  paid  until  the  last  day of the  interest
          period, exceeds

     (ii) the interest which would have been  recoverable by the Bank by placing
          the amount prepaid on deposit in the LIBOR dollar market, in each case
          for a period  starting  on the date on which it was prepaid and ending
          on the last day of the interest period.


     (iii)Notwithstanding  the foregoing,  there shall be no prepayment  penalty
          with  respect to a  prepayment  made as  required  by Section  4.4 (c)
          above. 

     4.5 Repayment Terms.

     (a)  The  Borrower  will pay all accrued but unpaid  interest  beginning on
          December  31,  1996 and then on the last day of each  ninety  (90) day
          interest  period  ("Interest  Period")  thereafter and upon payment in
          full of the principal of the Fuel Terminal Loan.  Notwithstanding  the
          foregoing,  (i) any Interest Period which would otherwise end on a day
          which is not a  Eurodollar  Business Day shall be extended to the next
          succeeding  Eurodollar  Business Day, unless such Eurodollar  Business
          Day falls in  another  calendar  month,  in which  case such  Interest
          Period shall end on the next  preceding  Eurodollar  Business Day; and
          (ii) any Interest Period which begins on the last Eurodollar  Business
          Day of a calendar month (or on a day for which there is no numerically
          corresponding  day in the calendar  month at the end of such  Interest
          Period)  shall,  subject to clauses (iii) below and (i) above,  end on
          the last Eurodollar  Business Day of a calendar  month;  and (iii) any
          Interest Period which would otherwise end after March 31, 2003,  shall
          end on March 31, 2003. In lieu of Section  4.5(a)(iii)  hereof, if any
          Interest Period would otherwise end after March 31, 2003, then, at the
          Bank's option, the Bank may elect for the Fuel Terminal Loan to accrue
          interest at the rate which is equal to the Bank's  Reference Rate from
          the end of the immediately preceding Interest Period through March 31,
          2003.

     (b)  Principal  of the  Fuel  Terminal  Loan  shall  be paid in  successive
          installments  starting  with the  Interest  Period  ending on or about
          June_30,  1997  and,  thereafter,  on the  same  day as each  interest
          payment due under the Fuel  Terminal  Loan  (i.e.,  on the last day of
          each Interest Period), in the amounts set forth as follows:

     (i)  the first (1st) through and including the fourth (4th) installments of
          principal each shall be in the amount of Seventy-Five Thousand Dollars
          ($75,000.00);

     (ii) the  fifth  (5th)  through  and   including   the   twentieth   (20th)
          installments  of principal  each shall be in the amount of One Hundred
          Twenty-Five Thousand Dollars ($125,000.00); and

     (iii)the  twenty-first  (21st)  through  and  including  the  twenty-fourth
          (24th)  installments  of principal  each shall be in the amount of One
          Hundred Seventy-Five Thousand Dollars ($175,000.00).

     On  March 31,  2003,  the entire  unpaid  balance of  principal  and unpaid
accrued interest then outstanding shall be due and payable.


                         5. FEES, EXPENSES AND DEPOSITS

     5.1  Fees

     (a)  Unused  Commitment  Fee.  Subject to the  provisions  of Section 14.14
          hereof, the Borrower agrees to pay a fee on any difference between the
          Revolving  Commitment  and the  amount  of credit  it  actually  uses,
          determined by the weighted average loan balance  maintained during the
          specified period. The fee will be calculated at three-eighths  percent
          (3/8%) per year. This fee is due the last day of each calendar quarter
          until the expiration of the Availability Period.

     (b)  Fuel  Terminal  Loan Fee.  Subject to the  provisions of Section 14.14
          hereof,  the Borrower  agrees to pay a fuel  terminal  loan fee in the
          amount of Twenty-One Thousand Dollars ($21,000.00). This fee is due on
          or   before   the  date  of   execution   of  this   Restated   Credit
          Agreement.

     (c)  Waiver Fee. Subject to the provisions of Section 14.14 hereof,  if the
          Bank,  at its  option,  agrees  to waive or  amend  any  terms of this
          Restated Credit  Agreement,  then the Borrower will pay the Bank a Two
          Thousand Dollar ($2,000.00) fee for each waiver or amendment.  Nothing
          in this  paragraph  shall imply that the Bank is obligated to agree to
          any waiver or amendment requested by the Borrower. The Bank may impose
          additional requirements as a condition to any waiver or amendment.

     5.2  Expenses.

     (a)  The  Borrower  agrees to  immediately  repay  the Bank for  reasonable
          expenses  relating to the  transactions  contemplated by this Restated
          Credit  Agreement  that  include,  but are  not  limited  to,  filing,
          recording and search fees,  asset value appraisal  fees,  title report
          fees, documentation fees, and environmental analysis and audit fees.

     (b)  The Borrower agrees to reimburse the Bank for any reasonable  expenses
          it incurs in the preparation of this Restated Credit Agreement and any
          agreement or instrument  required by this Restated  Credit  Agreement.
          Expenses include, but are not limited to, reasonable  attorneys' fees,
          including any allocated costs of the Bank's in-house counsel.

     (c)  The  Borrower  agrees to  reimburse  the Bank for the cost of periodic
          audits and appraisals of the collateral  securing this Restated Credit
          Agreement,  at such intervals as the Bank may reasonably require,  but
          in no event  more than one every six (6) months so long as no Event of
          Default has occurred and is  continuing.  During the  existence of any
          Event of Default,  the Bank may conduct  audits and  appraisals of the
          collateral securing this Restated Credit Agreement,  at such intervals
          as the  Bank  may  reasonably  require,  and the  Borrower  agrees  to
          reimburse  the Bank for the cost of such  audits and  appraisals.  The
          audits and  appraisals may be performed by employees of the Bank or by
          independent appraisers.

     5.3  Deposits.   The  Borrower  shall  not  be  required  to  maintain  any
          compensating  balances as a condition to the loan facilities  provided
          herein. 

     5.4  No Excess  Fees.  Notwithstanding  anything  to the  contrary  in this
          Section 5, in no event shall any sums payable under this Section 5 (to
          the extent, if any,  constituting interest under any applicable laws),
          together with all amounts constituting  interest under applicable laws
          and payable in connection with the credit evidenced hereby, exceed the
          Maximum  Rate  or the  maximum  amount  of  interest  permitted  to be
          charged, taken, reserved,  received or contracted for under applicable
          usury laws.


                                  6. COLLATERAL

     6.1  Accounts and Inventory.  The Borrower's  obligations to the Bank under
          this Restated Credit Agreement will continue to be secured by accounts
          and  inventory  the Borrower  now owns or will own in the future.  The
          collateral is further defined in a security  agreement executed by the
          Borrower.  In  addition,  all  accounts and  inventory  securing  this
          Restated  Credit  Agreement  shall also  secure all other  present and
          future  obligations of the Borrower to the Bank. All personal property
          collateral  securing any other  present or future  obligations  of the
          Borrower to the Bank shall also secure this Restated Credit Agreement.

     6.2  Nu-Way  Beverage Note  Receivable.  The Borrower's  obligations to the
          Bank under this Restated Credit  Agreement will continue to be secured
          further  by a pledge of that  certain  promissory  note  dated July 1,
          1992,  in the stated  principal  amount of  $500,000.00,  executed  by
          Nu-Way Beverage  Company,  payable to the order of Borrower,  together
          with any renewals,  extensions and modifications thereof, and the lien
          and security  interest  covering any and all property securing payment
          of such promissory note.

     6.3  Accounts and Inventory  Supporting  Guaranty.  The  obligations of the
          guarantors  to the Bank will  continue to be secured by  accounts  and
          inventory  each  guarantor  now  owns or will own in the  future.  The
          collateral is further defined in a security  agreement executed by the
          guarantors.

     6.4  Negative Pledge of Fuel Terminal Facility. Direct Fuels, L.P., a Texas
          limited  partnership  and the Bank  previously  executed  that certain
          Negative  Pledge  Agreement  dated March 29, 1996,  applicable to that
          real  property  described  on  Exhibit  _I_  attached  hereto  and the
          improvements  located or to be  located  thereon.  The  aforementioned
          Negative  Pledge  Agreement  shall  continue  in full force and effect
          until all loans under this Restated  Credit  Agreement shall have been
          paid in full.

     6.5  Negative Pledge of Fixed Assets.  Refer to Section 10.23 hereof, for a
          full  description of Borrower's  Negative  Pledge of its fixed assets.
          

                      7. DISBURSEMENTS, PAYMENTS AND COSTS

     7.1  Requests  for Credit.  Each request for an extension of credit will be
          made in a manner reasonably  acceptable to the Bank, including without
          limitation    the   manner    described    in   Section   7.3   below.
          
     7.2  Disbursements  and Payments.  Each  disbursement  by the Bank and each
          payment by the Borrower will be: 

     (a)  made at the Bank's  branch (or other  location)  selected  by the Bank
          from time to time;

     (b)  made in  immediately  available  funds,  or such  other  type of funds
          selected by the Bank; and

     (c)  evidenced by records kept by the Bank.

     7.3  Telephone Authorization.

     (a)  The Bank may honor telephone  instructions  for advances or repayments
          given by any one of the individuals authorized to sign loan agreements
          on behalf of the Borrower,  or any other individual  designated by any
          one of such authorized signers.

     (b)  Advances will be deposited in and  repayments  will be withdrawn  from
          the  Borrower's  account  number  317499644,  or  such  other  of  the
          Borrower's  accounts  with the Bank as  designated  in  writing by the
          Borrower.

     (c)  The Borrower indemnifies and excuses the Bank (including its officers,
          employees,  and  agents)  from  all  liability,  loss,  and  costs  in
          connection  with any act  resulting  from  telephone  instructions  it
          reasonably  believes  are  made by any  individual  authorized  by the
          Borrower to give such instructions.

     7.4  Banking  Days.  Unless  otherwise  provided  in this  Restated  Credit
          Agreement, a banking day is a day other than a Saturday or a Sunday on
          which the Bank is open for  business  in Texas.  For  amounts  bearing
          interest  at an offshore  rate (if any),  a banking day is a day other
          than a Saturday or a Sunday on which the Bank is open for  business in
          Texas and California and dealing in offshore dollars. All payments and
          disbursements  which  would be due on a day which is not a banking day
          will be due on the next banking  day.  All payments  received on a day
          which is not a banking  day will be  applied to the credit on the next
          banking day.

     7.5  Additional  Costs.  Subject to the provisions of Section 14.14 hereof,
          the Borrower will pay the Bank,  within thirty (30) days of receipt by
          Borrower  of the Bank's  demand,  for the Bank's  reasonable  costs or
          losses  arising  from any  statute or  regulation,  or any  request or
          requirement of a regulatory agency which is applicable to all national
          banks or a class of all national  banks.  The costs and losses will be
          allocated to the loan in a manner  determined  by the Bank,  using any
          reasonable method. The costs include the following:

     (a)  any reserve or deposit requirements; and

     (b)  any capital requirements relating to the Bank's assets and commitments
          for credit.

     Notwithstanding the foregoing, in no event shall any sum payable under this
Section 7.5 (to the  extent,  if any,  constituting  interest  under  applicable
laws), together with all amounts constituting interest under applicable laws and
payable in connection with the credit evidenced hereby,  exceed the Maximum Rate
or the maximum  amount  permitted to be charged,  taken,  reserved,  received or
contracted for by any applicable usury laws.

     7.6  Interest  Calculation.  Except as  otherwise  stated in this  Restated
          Credit  Agreement,  all interest and fees, if any, will be computed on
          the basis of a 360-day  year and the  actual  number of days  elapsed.
          This  results in more  interest or a higher fee than if a 365-day year
          is used. 

     7.7  Interest on Late Payments. At the Bank's sole option in each instance,
          any amount not paid when due under this Restated Agreement  (including
          interest)  shall bear  interest from the due date at the Maximum Rate.
        
     7.8  Default Rate.  Upon the occurrence and during the  continuation of any
          Event of Default under this Restated Credit Agreement,  advances under
          this  Restated  Credit  Agreement  will at the option of the Bank bear
          interest at the Maximum Rate. This will not constitute a waiver of any
          Event of Default.

     7.9  Overdrafts.  At the Bank's sole option in each instance,  the Bank may
          make advances under this Restated Credit Agreement to prevent or cover
          an overdraft on any account of the Borrower  with the Bank.  Each such
          advance will accrue  interest from the date of the advance or the date
          on which the account is  overdrawn,  whichever  occurs  first,  at the
          interest rate  described in this  Restated  Credit  Agreement,  may be
          funded by an  advance  under the  Revolving  Commitment,  and shall be
          secured by the collateral.  The Bank agrees to give Borrower notice of
          each such  advance;  however,  failure to give such notice will not in
          any way impair or reduce the  obligations of Borrower to pay principal
          and interest owing to the Bank under the terms of this Restated Credit
          Agreement or any documents  executed in connection with or as security
          for this Restated Credit Agreement.

     7.10 Payments  in Kind.  The  proceeds  of  collections  of the  Borrower's
          accounts  receivable,  when  received  by the Bank in  kind,  shall be
          credited to interest, principal, and other sums owed to the Bank under
          this Restated Credit Agreement in the order and proportion  determined
          by the  Bank  in  its  sole  discretion.  All  such  credits  will  be
          conditioned  upon collection and any returned items may, at the Bank's
          option, be charged to the Borrower.


                                  8. CONDITIONS

     The Bank must receive the following  items, in form and content  reasonably
acceptable  to the Bank,  before it is  required  to  extend  any  credit to the
Borrower under this Restated Credit Agreement:

     8.1  Authorizations.  Evidence that the execution, delivery and performance
          by the Borrower (and any guarantor or subordinating  creditor) of this
          Restated  Credit  Agreement and any  instrument or agreement  required
          under this Restated Credit Agreement have been duly authorized.
                  

     8.2  Security Agreements. Ratification of the original security agreements,
          assignments,  and  financing  statements  which  the  Bank  reasonably
          requires  in  accordance  with  the  terms  of  this  Restated  Credit
          Agreement. 

     8.3  Evidence of Priority.  Evidence that  security  interests and liens in
          favor of the Bank are  valid,  enforceable,  and prior to all  others'
          rights and  interests,  except those the Bank  consents to in writing.
          

     8.4  Insurance.   Evidence  of  insurance  coverage,  as  required  in  the
          "Covenants" section of this Restated Credit Agreement. 

     8.5  Guaranties. Ratification of the guaranties signed by those parties set
          forth  on  Exhibit  A  attached  to this  Restated  Credit  Agreement.
          
     8.6  Qualification to Do Business. Evidence of qualification to do business
          for the general  partner of Borrower  from its state of  incorporation
          and from any other state in which the general  partner of the Borrower
          is  required  to qualify  in order for the  Borrower  to  conduct  its
          business.

     8.7  Other Items. Any other items that the Bank reasonably requires.


                        9. REPRESENTATIONS AND WARRANTIES

     When the Borrower signs this Restated Credit Agreement,  and until the Bank
is  repaid  in full,  the  Borrower  makes  the  following  representations  and
warranties.  Each  request  for an  extension  of credit  constitutes  a renewed
representation:

     9.1  Organization  of Borrower.  The Borrower is a partnership  duly formed
          and   existing   under  the  laws  of  the  state   where   organized.
          
     9.2  Authorization.  This Restated Credit Agreement,  and any instrument or
          agreement required  hereunder,  are within the Borrower's powers, have
          been  duly   authorized,   and  do  not  conflict   with  any  of  its
          organizational papers. 

     9.3  Enforceable  Agreement.  This  Restated  Credit  Agreement is a legal,
          valid and binding agreement of the Borrower,  enforceable  against the
          Borrower in accordance with its terms, and any instrument or agreement
          required  hereunder,  when executed and  delivered,  will be similarly
          legal,  valid, binding and enforceable.

     9.4  Good Standing.  In each state in which the Borrower does business,  it
          is properly licensed,  properly  qualified to do business,  and, where
          required, in compliance with fictitious name statutes. 

     9.5  No Conflicts.  This Restated  Credit  Agreement does not conflict with
          any law,  agreement,  or  obligation  by which the  Borrower is bound.
          
     9.6  Financial Statements. Each of the financial statements furnished or to
          be furnished to the Bank by the  Borrower,  including  the  Borrower's
          financial  statement  dated as of September  29, 1996,  will have been
          prepared,  upon  delivery to the Bank, in  accordance  with  generally
          accepted  accounting  principles,  applied on a consistent  basis, and
          will fairly and accurately  reflect its financial  condition as of the
          dates  thereof.  Since the date of the financial  statement  specified
          above,  there has been no material adverse change in the assets or the
          financial condition of the Borrower (or any guarantor),  which has not
          been disclosed to the Bank in writing.

     9.7  Financial Information.  All other financial and other information that
          has been or will be supplied to the Bank: 

     (a)  will  accurately  reflect  in all  material  respects  the  facts  and
          circumstances purported to be reflected in the information so supplied
          to the Bank; and

     (b)  will be in compliance with all government regulations that apply.

     9.8  Lawsuits.  There is no lawsuit,  tax claim or other dispute pending or
          threatened against the Borrower involving claims asserted in an amount
          of more than  $500,000.00  which, if lost, would impair the Borrower's
          financial  condition  or ability to repay the loan,  except as are set
          forth in Exhibit C attached to this Restated Credit Agreement and made
          a part hereof.

     9.9  Collateral.  To the  best  of  Borrower's  knowledge,  all  collateral
          required in this Restated Credit  Agreement is owned by the grantor of
          the  security  interest  free of any  title  defects  or any  liens or
          interests of others. 

     9.10 Permits, Franchises. The Borrower possesses all permits,  memberships,
          franchises,  contracts and licenses required and all trademark rights,
          trade name rights, and patent rights necessary to enable it to conduct
          the business in which it is now engaged. 

     9.11 Other Obligations.  To the best of Borrower's knowledge,  the Borrower
          is not in default on any obligation for borrowed  money,  any purchase
          money  obligation or any other material lease,  commitment,  contract,
          instrument or obligation,  except as have been disclosed in writing to
          the  Bank.

     9.12 Income Tax  Returns.  The  Borrower  has no  knowledge  of any pending
          assessments or  adjustments of its income tax for any year,  except as
          have been disclosed in writing to the Bank. 

     9.13 No Event of Default. To the best of Borrower's knowledge,  there is no
          event  which is, or with  notice or lapse of time or both would be, an
          Event   of   Default   under   this   Restated    Credit    Agreement.
          
     9.14 Speculative  Gasoline  Purchases.  The Borrower will not engage in any
          speculative  gasoline purchases,  a gasoline purchase being considered
          speculative if, at the time of purchase,  the price therefor is not at
          a     known,      quantified      and     fixed     dollar     amount.
          

     9.15 An Event of Default will not exist at any time the  Borrower  delivers
          to the Bank a Borrowing  Certificate  or requests an advance under the
          Fuel Terminal Loan.

     9.16 ERISA Plans.

     (a)  The following  terms have the meanings  indicated for purposes of this
          Restated Credit Agreement:

     (i)  "Code" means the Internal  Revenue Code of 1986,  as amended from time
          to time.

     (ii) "ERISA" means the Employee  Retirement  Income Act of 1974, as amended
          from time to time.

     (iii)"PBGC"  means the Pension  Benefit  Guaranty  Corporation  established
          pursuant to Subtitle A of Title IV of ERISA.

     (iv) "Plan"  means  any  employee   pension   benefit  plan  maintained  or
          contributed  to by the  Borrower  and insured by the  Pension  Benefit
          Guaranty Corporation under Title IV of ERISA. ----

     (b)  The Borrower has fulfilled its obligations,  if any, under the minimum
          funding  standards of ERISA and the Code with respect to each Plan and
          is  in  compliance  in  all  material   respects  with  the  presently
          applicable  provisions of ERISA and the Code, and has not incurred any
          liability with respect to any Plan under Title IV of ERISA.

     (c)  No reportable  event has occurred  under Section  4043(b) of ERISA for
          which the PBGC requires 30 day notice.

     (d)  No action by the Borrower to  terminate or withdraw  from any Plan has
          been taken and no notice of intent to  terminate a Plan has been filed
          under Section 4041 of ERISA.

     (e)  No proceeding  has been commenced with respect to a Plan under Section
          4042 of ERISA,  and no event has  occurred or  condition  exists which
          might constitute grounds for the commencement of such a proceeding.

     9.17 Locations  of  Borrower.  The  Borrower's  chief  executive  office is
          located at the address listed under the  Borrower's  signature on this
          Restated  Credit  Agreement.  The Borrower's  other places of business
          (including  locations of Borrower's  convenience stores) are set forth
          in   Exhibit_B  attached to this Restated Credit
          Agreement. 


                                  10. COVENANTS

     The Borrower  agrees,  so long as credit is available  under this  Restated
Credit Agreement and until the Bank is repaid in full:

     10.1 Use of  Proceeds.  To use the  proceeds  of the  credit  only  for the
          purposes   set  forth  in   Sections   2.1(a),   2.8,   3.2  and  4.2.
          
     10.2 Financial Information.  To provide the following financial information
          and  statements  and such  additional  information as requested by the
          Bank from time to time: 

     (a)  Concurrently with the filing of such statement with the Securities and
          Exchange  Commission,  but in any event  within one hundred five (105)
          days  of  the  Borrower's   fiscal  year  end,  the  annual  financial
          statements  and Form 10-K annual  Report of FFP Partners,  L.P.  These
          financial  statements must be audited (with an unqualified opinion) by
          a Certified Public Accountant acceptable to the Bank.

     (b)  Within one  hundred  five (105) days of  Borrower's  fiscal  year end,
          annual financial  statements prepared on a consolidating  basis. These
          consolidating financial statements may be Borrower prepared.

     (c)  Concurrently with the filing of such statement with the Securities and
          Exchange  Commission,  but in any event  within fifty (50) days of the
          period's end, the quarterly financial  statements and Form 10-Q of FFP
          Partners,  L.P. These financial  statements may be Borrower  prepared.
          The statements shall be prepared on a consolidated basis.

     (d)  Within fifty (50) days of the quarter's end, a Compliance Certificate,
          in the form  attached  hereto as  Exhibit  G,  signed  by the  general
          partner of the Borrower. 

     (e)  If   requested   by  the  Bank,   statements   showing  an  aging  and
          reconciliation of the Borrower's  receivables  within twenty-five (25)
          days after the end of each month.

     (f)  If the Bank  requires the Borrower to deliver the proceeds of accounts
          receivable to the Bank upon collection by the Borrower,  a schedule of
          the amounts so collected and delivered to the Bank.

     (g)  If requested by the Bank, an inventory listing within twenty-five (25)
          days  after the end of each  month,  in the form of Exhibit D attached
          hereto;  the listing must include a description of the inventory,  its
          location and cost,  and such other  information  as the Bank 
          reasonably may require.

     (h)  A listing of the names and addresses of all debtors obligated upon the
          Borrower's accounts receivable at closing and thereafter within ninety
          (90) days after the end of each calendar year.

     (i)  Prior to the  beginning of each new fiscal year of the  Borrower,  the
          Borrower's  annual  operating  forecast for such new fiscal  year,  in
          form, substance and detail satisfactory to the Bank.

     (j)  Promptly  upon the Bank's  request,  such other  statements,  lists of
          property  and  accounts,  budgets,  forecasts  or  reports  as to  the
          Borrower and as to each guarantor of the Borrower's obligations to the
          Bank as the Bank reasonably may request.

     10.3 Other Debts. Not to have outstanding or incur any direct or contingent
          debts (other than those to the Bank),  or become  liable for the debts
          of others without the Bank's written consent.  This does not prohibit:
          
     (a)  Acquiring  goods,  supplies,  or  merchandise  on trade credit that is
          normal for the  particular  type of goods,  supplies or merchandise so
          acquired;

     (b)  Endorsing  negotiable  instruments  received  in the  usual  course of
          business;

     (c)  Obtaining surety bonds in the usual course of business;

     (d)  Debts in existence on the date of this Restated Credit  Agreement,  as
          set  forth in  Exhibit  F  attached  hereto  and  made a part  hereof;
          

     (e)  Additional  debts for purchase money equipment  financings  (including
          capitalized  leases) which do not exceed a total  principal  amount of
          One  Million  Dollars  ($1,000,000.00)  outstanding  at any one  time,
          excluding debts described in Section 10.3(f), below; 

     (f)  Additional  debts  owing to BA Leasing  and  Capital  Corporation  for
          purchase money equipment  financings  (including  capitalized  leases)
          which do not  exceed a total  principal  amount of Two  Million  Seven
          Hundred Thousand Dollars ($2,700,000.00) outstanding at any one time;

     (g)  The purchase of lottery  tickets from state  governmental  authorities
          and the resale of the same to Borrower's customers; and

     (h)  The sale of money orders and the resulting money order obligations.

     10.4 Other Liens. Not to create,  assume, or allow any security interest or
          lien (including  judicial liens) on property the Borrower now or later
          owns, except: 

     (a)  Deeds of trust and security agreements in favor of the Bank;

     (b)  Liens for taxes not yet due;

     (c)  Additional  purchase  money  security  interests in personal  property
          acquired  after the date of this  Restated  Credit  Agreement,  if the
          total principal  amount of debts secured by such liens does not exceed
          One  Million  Dollars  ($1,000,000.00)  at  any  one  time,  excluding
          purchase money security interests described in Section 10.4(d), below;

     (d)  Additional  purchase money  security  interests in favor of BA Leasing
          and Capital  Corporation in personal  property acquired after the date
          of this Restated Credit  Agreement,  if the total principal  amount of
          debts  secured by such liens does not exceed Two Million Seven Hundred
          Thousand Dollars ($2,700,000.00) at any one time; and

     (e)  Non-consensual, unperfected liens created by state statutes.

     10.5 Investments.  Not to make  any  investments  in any  other  person  or
          entity, except the following: (a)_investments in direct obligations of
          the United  States of America,  or any agency  thereof or  obligations
          guaranteed  by the  United  States  of  America,  provided  that  such
          obligations  mature  within  one year  from  the  date of  acquisition
          thereof;  (b)_investments  in certificates of deposit  maturing within
          one  year  from  the  date of  acquisition  issued  by a bank or trust
          company  organized  under the laws of the  United  States or any state
          thereof having capital  surplus and undivided  profits  aggregating at
          least  $l00,000,000.00;  and (c)_investments in commercial paper given
          the highest rating by a national credit rating agency and maturing not
          more than 270 days from the date of creation thereof.

     10.6 Distributions.  Without  the Bank's  prior,  written  consent,  not to
          suffer or allow FFP Partners, L.P. to declare or pay any distributions
          in respect of any of its  partnership  interests,  except in an amount
          that,  when  measured  as of the end of  each  fiscal  quarter  of FFP
          Partners,  L.P.  for the period (the  "Rolling  Four-Quarter  Period")
          consisting of the fiscal quarter then ended (beginning with the fiscal
          quarter ending December_31, 1996) plus the immediately preceding three
          fiscal quarters, does not exceed the lesser of (a) fifty percent (50%)
          of the  consolidated  net income of, its  subsidiaries and affiliates,
          for such Rolling Four-Quarter Period, or (b) such amount as allows the
          Borrower to satisfy,  after giving effect to such  distributions,  the
          cash flow ratio as set forth in Section 11.3.

     10.7 Repurchases  and  Redemptions.  Not to  purchase,  redeem or otherwise
          acquire  for  value  any  of  FFP   Partners,   L.P.'s  or  Borrower's
          partnership  interests or create any sinking fund in relation thereto.
          

     10.8 Loans  and  Advances.  Not  to  make  any  loans,  advances  or  other
          extensions  of  credit  outside  the  ordinary  course  of  Borrower's
          business  to any third  party or  affiliate  except to the extent such
          loans,  advances  or other  extensions  of credit do not exceed in the
          aggregate Two Hundred Fifty Thousand Dollars  ($250,000.00) at any one
          time.  This does not apply to the  existing,  non-current  receivables
          owing to Borrower by certain companies affiliated with Borrower.

     10.9 Change of Ownership.  Without the Bank's written  consent,  which will
          not be  unreasonably  withheld,  not to cause,  permit,  or suffer any
          change,  direct or  indirect,  in the  Borrower's  capital  ownership.
          
    10.10 Change in Management.  Without the Bank's written consent,  which will
          not be unreasonably withheld, not to cause, permit, or make any change
          in the  management  or control of the  Borrower at the chairman of the
          board,    president    and    chief    financial    officer    levels.
          
     10.11 Out of Debt Period.

     To repay in full any  outstanding  advances on its revolving line of credit
that are in excess of the aggregate amount of $1,500,000.00, and not to draw any
additional  advances  on its  revolving  line of credit for a period of at least
three (3)  consecutive  days in each calendar  quarter  ending June 30, 1996 and
thereafter.  For the purposes of this Section 10.11, "advances" does not include
undrawn amounts of outstanding letters of credit.

     10.12 Notices to Bank. To promptly notify the Bank in writing of:

     (a)  any lawsuit  asserting a claim of over Five Hundred  Thousand  Dollars
          ($500,000.00) against the Borrower or any guarantor;

     (b)  any substantial  dispute between the Borrower or any guarantor and any
          government authority;

     (c)  any failure to comply with this Restated Credit Agreement;

     (d)  any material  adverse change in the  Borrower's  (or any  guarantor's)
          financial condition or operations; and

     (e)  any change in the Borrower's name, legal structure, place of business,
          or chief  executive  office if the Borrower has more than one place of
          business.

     10.13 Books and Records. To maintain adequate books and records.

     10.14 Audits. To allow the Bank and its  agents to inspect  the  Borrower's
          properties and examine,  audit and make copies of books and records at
          any reasonable time, upon prior written notice to the Borrower. If any
          of the Borrower's  properties,  books or records are in the possession
          of a third party,  the Borrower  authorizes that third party to permit
          the Bank or its agents to have access to perform inspections or audits
          and to respond to the Bank's requests for information  concerning such
          properties, books and records.

     10.15 Compliance with Laws.  To comply in all  material  respects  with the
           laws (including any fictitious name statute), regulations, and orders
           of any government body with  authority over the Borrower's  business.
          

     10.16 Preservation of Rights. To maintain and preserve all material rights,
           privileges, and franchises the Borrower now has.
                  

     10.17 Maintenance of  Properties.   To  make  any  repairs,   renewals,  or
           replacements  to keep  the  Borrower's  properties  in  good  working
           condition. 

     10.18 Perfection of  Liens.  To help  the  Bank  perfect  and  protect  its
           security interests  and liens,  and reimburse it for related costs it
           incurs  to    protect    its    security    interests    and   liens.
          

     10.19 Cooperation. To take any action  reasonably  requested by the Bank to
           carry out the intent of this Restated Credit Agreement. 

     10.20 Insurance.

     (a)  General Business Insurance.  To maintain insurance satisfactory to the
          Bank as to  amount,  nature  and  carrier  covering  public  liability
          insurance  including  coverage for  contractual  liability,  casualty,
          product liability and workers'  compensation,  and any other insurance
          which is usual for the Borrower's business.

     (b)  Evidence of Insurance. Upon the request of the Bank, to deliver to the
          Bank a copy of each insurance policy,  or, if permitted by the Bank, a
          certificate of insurance listing all insurance in force.
                           

     10.21 Additional  Negative  Covenants. Not to,  without the Bank's  written
           consent:

     (a)  engage in any business  activities  substantially  different  from the
          Borrower's present business.

     (b)  liquidate or dissolve the Borrower's business.

     (c)  enter into any consolidation,  merger, pool, joint venture, syndicate,
          or other combination.

     (d)  lease,  or  dispose  of all or a  substantial  part of the  Borrower's
          business or the Borrower's assets except in the ordinary course of the
          Borrower's business.

     (e)  acquire  or  purchase  a  business  or its  assets,  during any fiscal
          quarter,  for a consideration,  including  assumption of debt,  which,
          when aggregated with:

     (i)  the amount of consideration given to acquire any other business or its
          assets during such fiscal quarter, plus the preceding three (3) fiscal
          quarters, and

     (ii) the amount of  Borrower's  actual  capital  expenditures  during  such
          fiscal quarter, plus the preceding three (3) fiscal quarters,  exceeds
          the  maximum  amount of  permitted  capital  expenditures  allowed  in
          Section_11.4 below.

     (f)  sell or  otherwise  dispose of any  assets  for less than fair  market
          value or enter into any sale and leaseback  agreement  covering any of
          its fixed or capital assets.

     10.22 ERISA Plans. To give prompt written notice to the Bank of:

     (a)  The occurrence of any reportable  event under Section 4043(b) of ERISA
          for which the PBGC requires 30 day notice.

     (b)  Any action by the Borrower to terminate or withdraw from a Plan or the
          filing of any  notice of intent to  terminate  under  Section  4041 of
          ERISA.

     (c)  Any notice of noncompliance  made with respect to a Plan under Section
          4041(b) of ERISA.

     (d)  The  commencement  of any  proceeding  with  respect  to a Plan  under
          Section 4042 of ERISA.

     10.23 Negative  Pledge.  Without  the  Bank's  prior  written consent or as
           expressly permitted otherwise in this Restated Credit Agreement,  not
           to: 

     (a)  except for  encumbrances  permitted by this Restated Credit  Agreement
          and  non-consensual,  unperfected liens created at law, and except for
          equipment  leases,  tenant  leases and existing  mortgages  (including
          re-financings  of  such  existing  mortgages  to  the  extent  of  the
          specified and  particular  property that is the subject matter of such
          existing mortgage) that have prohibitions of further  encumbrance with
          regard to specified and particular property that is the subject matter
          of such lease or existing mortgage, create, incur, assume or suffer to
          exist or to be  created,  incurred or  assumed,  any pledge,  security
          interest,  option  or other  encumbrance  of any kind  upon any of its
          right,  title  and  interest  in any of its fixed  assets  whatsoever,
          whether real or personal,  or sell, transfer,  convey or assign any of
          its fixed assets, except in the ordinary course of its business; or

     (b)  except for  encumbrances  permitted by this Restated Credit  Agreement
          and  non-consensual,  unperfected liens created at law, and except for
          equipment  leases,  tenant  leases and existing  mortgages  (including
          re-financings  of  such  existing  mortgages  to  the  extent  of  the
          specified and  particular  property that is the subject matter of such
          existing mortgage) that have prohibitions of further  encumbrance with
          regard to specified and particular property that is the subject matter
          of such lease or existing  mortgage,  enter into any agreement with or
          in favor of any person or entity other than the Bank,  which agreement
          would hinder,  qualify,  prohibit or otherwise limit in any manner the
          Borrower's  right or  ability to  create,  incur,  assume or suffer to
          exist or to be  created,  incurred or  assumed,  any pledge,  security
          interest,  option  or other  encumbrance  of any kind  upon any of its
          right,  title  and  interest  in any of its fixed  assets  whatsoever,
          whether real or personal,  or sell, transfer,  convey or assign any of
          its fixed assets, except in the ordinary course of its business.

     "Fixed  assets"  means,   individually  and  collectively,   all  fixtures,
          equipment,  machinery,  and real estate, now owned or existing as well
          as any  and  all  that  may  hereafter  arise  or be  acquired  by the
          Borrower,  and all proceeds and products thereof,  including,  without
          limitation,  all  notes,  drafts,  acceptances,  instruments,  general
          intangibles  (including  tax refunds) and chattel  paper arising there
          from.

     10.24 Security  Interest  in Fixed  Assets.  Upon the Bank's request and at
           Borrower's expense,  to grant to the Bank a security  interest in and
           lien on the Borrower's fixed assets. 

     10.25 Environmental  Questionnaire. To  provide to Bank by March 3l of each
           year a completed  form of the Bank's  "Environmental  Questionnaire",
           reflecting the status of the  Borrower's properties and operations as
           of the end of  the  Borrower's  immediately  preceding  fiscal  year.
          
     10.26 Collections.  Upon  the  request  of  the  Bank,   to  segregate  all
           collections and proceeds of the collateralso that they are capable of
           identification and deliver daily such collections and proceeds to the
           Bank in kind.
                
                             11. FINANCIAL COVENANTS

         The Borrower agrees that effective as of the financial reporting period
ended  June 30,  1996 and so long as credit is  available  under  this  Restated
Credit Agreement and until the Bank is repaid in full:

     11.1 Total Liabilities to Tangible Net Worth. To maintain on a consolidated
          basis a ratio of total liabilities to tangible net worth not exceeding
          2.25:1.0.
                 
     "Total  liabilities"  means the sum of current  liabilities  plus long term
liabilities.

     "Tangible  net worth" means the gross book value of the  Borrower's  assets
(excluding goodwill,  patents,  trademarks,  trade names,  organization expense,
treasury stock,  unamortized  debt discount and expense,  deferred  research and
development costs, deferred marketing expenses, and other like intangibles,  and
monies due from affiliates  (except for NuWay Beverage,  officers,  directors or
partners of the Borrower) less total  liabilities,  including but not limited to
accrued and deferred income taxes, and any reserves against assets. For purposes
of  calculating  Borrower's  debt to tangible net worth ratio under this Section
11.1,  Borrower  agrees  that the  Fidelity  Advance  will be  classified  as an
intangible asset.

     11.2 Tangible Net Worth.  To maintain on a consolidated  basis tangible net
          worth equal to at least Twenty-Two  Million Dollars  ($22,000,000.00).
          For purposes of calculating  Borrower's  tangible net worth under this
          Section 11.2, Borrower agrees that the note receivable  evidencing the
          Fidelity Advance will be classified as
          an intangible asset.

     11.3 Cash Flow Ratio. To maintain on a consolidated basis a cash flow ratio
          of at least 1.35:1.0.
                  
     "Cashflow ratio" means the ratio of (a) cash flow to (b) the sum of (i) the
current  portion of long term debt owing to all  creditors of the Borrower  plus
(ii) interest.  This ratio will be calculated at the end of each fiscal quarter,
using  the  results  of that  quarter  and each of the 3  immediately  preceding
quarters.

     "Cashflow"  is defined as net income from  operations,  after  taxes,  plus
interest,  depreciation  and  amortization,  less  cash  distributions  made  in
accordance with Section 10.6, and less gains from the sale of convenience stores
that are  recognizable  for any fiscal quarter ending on or after  September 30,
1996.

     The  current  portion of long term debt will be measured as of the last day
of the  preceding  calendar  quarter and include  amounts due over the next four
calendar  quarters,  and will  exclude the  liabilities  of  Borrower  under the
Revolving Commitment.

     11.4 Capital Expenditures. Not to spend or incur obligations (including the
          total  amount of any  capital  leases,  but  excluding  those  capital
          expenditures  financed  with  borrowed  funds,  as  permitted  by this
          Agreement),  to acquire  fixed or capital  assets  during any calendar
          year, in  amount which, when aggregated with:

     (a)  the amount of  Borrower's  actual  capital  expenditures  during  such
          calendar year, and

     (b)  the amount of consideration given to acquire or purchase a business or
          its assets as allowed in Section 10.21(e) above,  during such calendar
          year,   exceeds   Three   Million   Five  Hundred   Thousand   Dollars
          ($3,500,000.00)  for the  calendar  year ending  December 31, 1996 and
          Three Million  Dollars  ($3,000,000.00)  for each calendar year ending
          thereafter.

                               12. HAZARDOUS WASTE

     12.1 Indemnity Regarding Hazardous Substances.  Upon the granting of a lien
          to the Bank on any real property, the Borrower agrees to indemnify and
          hold the Bank  harmless  from and  against  all  liabilities,  claims,
          actions,  foreseeable and unforeseeable  consequential  damages, costs
          and  expenses  (including  sums paid in  settlement  of claims and all
          consultant,  expert and legal fees and expenses of the Bank's counsel,
          including the  reasonable  estimate of the allocated  cost of in-house
          counsel and staff) or loss  directly or  indirectly  arising out of or
          resulting from any of the following:

     (a)  Any  hazardous  substance  being present at any time during the period
          the Bank holds a lien on the real  property,  in or around any part of
          the real property upon which Borrower conducts any of its business and
          the Bank holds a lien (including  retail store  locations) (the " Real
          Property"),  or in the soil, groundwater or soil vapor on or under the
          Real  Property,  including  those  incurred  in  connection  with  any
          investigation of site conditions or any clean-up, remedial, removal or
          restoration  work, or any resulting  damages or injuries to the person
          or property of any third parties or to any natural resources.

     (b)  Any  use,  generation,  manufacture,   production,  storage,  release,
          threatened  release,  discharge,  disposal  or presence of a hazardous
          substance by Borrower. This indemnity will apply whether the hazardous
          substance  is on,  under or about any of the  Borrower's  property  or
          operations or property leased to the Borrower.

     Upon demand by the Bank, the Borrower will defend any investigation, action
or  proceeding  alleging  the  presence of any  hazardous  substance in any such
location,  which  affects  the Real  Property  or which is brought or  commenced
against  the Bank,  whether  alone or  together  with the  Borrower or any other
person, all at the Borrower's own cost and by counsel to be approved by the Bank
in the exercise of its reasonable  judgment.  In the  alternative,  the Bank may
elect to conduct its own defense at the expense of the  Borrower.  The indemnity
extends  to the  Bank,  its  parent,  subsidiaries  and all of their  directors,
officers, employees, agents, successors, attorneys and assigns.

     12.2 Compliance Regarding Hazardous  Substances.  The Borrower will comply,
          and cause all occupants of the Real Property to comply, with all laws,
          regulations  and  ordinances  governing  or  applicable  to  hazardous
          substances   as  well  as  the   recommendations   of  any   qualified
          environmental  engineer or other  expert which apply or pertain to the
          Real  Property  or  the  operations  of  the  Borrower.  The  Borrower
          acknowledges that hazardous  substances may permanently and materially
          impair the value and use of the Real Property.

     12.3 Notices Regarding  Hazardous  Substances.  Until full repayment of the
          loan, the Borrower will promptly notify the Bank if it knows, suspects
          or believes there may be any hazardous substance in or around the Real
          Property,  or in the soil,  groundwater  or soil vapor on or under the
          Real  Property,  or that  the  Borrower  or the Real  Property  may be
          subject to any threatened or pending investigation by any governmental
          agency  under  any law,  regulation  or  ordinance  pertaining  to any
          hazardous  substance  which  can  reasonably  be  foreseen  to  have a
          material  negative on  Borrower's  financial  condition  or results of
          operations.

     12.4 Site Visits,  Observations  and  Testing.  The Bank and its agents and
          representatives  will have the right at any  reasonable  time to enter
          and visit the Real  Property and any other place where any property is
          located for the purposes of observing  the Real  Property,  taking and
          removing soil or groundwater samples, and conducting tests on any part
          of the Real Property.  The Bank is under no duty, however, to visit or
          observe the Real  Property or to conduct  tests,  and any such acts by
          the Bank will be solely  for the  purposes  of  protecting  the Bank's
          security and preserving  the Bank's rights under this Restated  Credit
          Agreement.  No site  visit,  observation  or  testing by the Bank will
          result in a waiver of any Event of Default of the  Borrower  or impose
          any  liability  on  the  Bank.  In  no  event  will  any  site  visit,
          observation or testing by the Bank be a representation  that hazardous
          substances  are or are not present in, on or under the Real  Property,
          or that there has been or will be compliance with any law,  regulation
          or  ordinance   pertaining  to  hazardous   substances  or  any  other
          applicable  governmental law. Neither the Borrower nor any other party
          is entitled to rely on any site visit,  observation  or testing by the
          Bank.  The Bank owes no duty of care to protect  the  Borrower  or any
          other party against,  or to inform the Borrower or any other party of,
          any hazardous  substances or any other adverse condition affecting the
          Real  Property.  The Bank will not be  obligated  to  disclose  to the
          Borrower or any other  party any report or  findings  made as a result
          of, or in connection  with, any site visit,  observation or testing by
          the Bank. In each instance, the Bank will give the Borrower reasonable
          notice  before  entering the Real Property or any other place the Bank
          is  permitted  to enter  under  this  Paragraph.  The Bank  will  make
          reasonable efforts to avoid interfering with the Borrower's use of the
          Real Property or any other property in exercising any rights  provided
          in this paragraph.

     12.5 Continuation  of Indemnity.  The  Borrower's  obligations  to the Bank
          under this Article, except the obligation to give notices to the Bank,
          shall  survive  termination  of this  Restated  Credit  Agreement  and
          repayment  of the  Borrower's  obligations  to  the  Bank  under  this
          Restated  Credit  Agreement,  and  shall  also  survive  as  unsecured
          obligations  after  any  acquisition  by the  Bank  of the  collateral
          securing this Restated Credit  Agreement,  including the Real Property
          or any part of it, by foreclosure or any other means.

     12.6 Definition  of  Hazardous  Substance.  For  purposes of this  Restated
          Credit Agreement,  the term "hazardous substances" means any substance
          which is or becomes  designated  as  "hazardous"  or "toxic" under any
          federal, state or local law. 

     12.7 Annual Environmental  Audits. The Bank shall have the right to request
          that Borrower,  at the Borrower's expense, have an environmental audit
          of  the  Real  Property  conducted  each  year  while  any  credit  is
          outstanding  under this Restated  Credit  Agreement,  using the Bank's
          internal  consultant  or a  consultant  satisfactory  to the Bank,  to
          ensure  that  the  Borrower  remains  in  compliance  with  all  laws,
          regulations  and  ordinances  governing  or  applicable  to  hazardous
          substances.  The Borrower agrees,  at the Borrower's sole expense,  to
          follow all reasonable  recommendations of any qualified  environmental
          engineer or other expert  which apply or pertain to the Real  Property
          or the  operations of the Borrower.  The Borrower shall deliver to the
          Bank a written  certification of the Borrower's  compliance with these
          requirements no later than sixty (60) days after the date specified by
          such recommendations for completion of such compliance,  together with
          a copy of the annual environmental audit required above.


                                   13. DEFAULT

     If any of the following  events occur (each,  an "Event of  Default"),  the
Bank may do one or more of the following:  (a) declare  the Borrower in default,
(b) stop making any additional  credit  available to the Borrower,  (c) exercise
any and all rights and  remedies as may be available to the Bank under the terms
of any collateral documents, security instruments, debt instruments or any other
document or  instrument  executed in  connection  herewith or in any way related
hereto,  (d) exercise any and all rights and remedies as may be available to the
Bank at law or in equity,  and (e)declare the entire debt created and evidenced
hereby to be  immediately  due and payable in full,  whereupon the entire unpaid
principal  indebtedness  evidenced  hereby,  and  all  accrued  unpaid  interest
thereon,  shall at once mature and become due and payable  without  presentment,
demand,  protest,  grace or notice of any kind (including,  without  limitation,
notice of intent to accelerate,  notice of  acceleration  or notice of protest),
all of which are hereby severally waived by the Borrower. If the Borrower or any
partners of Borrower  files a bankruptcy  petition with respect to the Borrower,
the  entire  debt   outstanding   under  this  Restated  Credit  Agreement  will
automatically be due immediately.

     13.1 Failure  to Pay.  The  Borrower  fails to make a  payment  under  this
          Restated Credit Agreement when due. 

     13.2 Lien  Priority.  The Bank  fails  to have an  enforceable  first  lien
          (except for (a) any  prior  liens to which the Bank has  consented  in
          writing and (b) any liens securing indebtedness in an aggregate amount
          of $25,000.00  or less,  so long as the Borrower  obtains a release of
          such liens within thirty (30) days following  request  therefor by the
          Bank) on or security  interest in any  property  given as security for
          this loan.

     13.3 False  Information.  The  Borrower  has given the Bank any  materially
          false or misleading information or representations. 

     13.4 Bankruptcy.  The Borrower (or any guarantor) or any general partner of
          the  Borrower  files a  bankruptcy  petition,  or the Borrower (or any
          guarantor)  or any  general  partner of the  Borrower  makes a general
          assignment for the benefit of creditors.
                 
     13.5 Bankruptcy.  A bankruptcy  petition is filed  against the Borrower (or
          any  guarantor)  or any  general  partner  of the  Borrower,  and  the
          bankruptcy  petition has not been dismissed  within sixty (60) days of
          the filing thereof. 

     13.6 Receivers.  A  receiver  or  similar  official  is  appointed  for the
          Borrower's  (or  any  guarantor's)   business,   or  the  business  is
          terminated. 

     13.7 Judgments. Any judgments or arbitration awards are entered against the
          Borrower (or any guarantor), or the Borrower (or any guarantor) enters
          into any  settlement  agreements  with  respect to any  litigation  or
          arbitration,  in an aggregate  amount of Five Hundred Thousand Dollars
          ($500,000.00) or more in excess of any insurance coverage.

     13.8 Material  Adverse  Chance.  A material  adverse  change  occurs in the
          Borrower's (or any  guarantor's)  financial  condition,  properties or
          prospects, or ability to repay the loan. 

     13.9 Cross-default.  Any default  occurs under any  agreement in connection
          with any credit the Borrower  (or any  guarantor)  has  obtained  from
          anyone else or which the Borrower (or any guarantor) has guaranteed in
          the amount of One Hundred  Thousand  Dollars  ($100,000.00) or more in
          the  aggregate.

    13.10 Default  under  Guaranty or  Subordination  Agreement.  Any  guaranty,
          subordination agreement,  security agreement,  deed of trust, or other
          document  required by this Restated Credit Agreement is violated or no
          longer in effect,  and, if violated,  such violation  continues beyond
          the expiration of any applicable cure period.

    13.11 Other Bank  Agreements.  The Borrower (or any guarantor) fails to meet
          the conditions of, or fails to perform any obligation  under any other
          agreement  the  Borrower (or any  guarantor)  has with the Bank or any
          affiliate  of  the  Bank,  and  such  failure   continues  beyond  the
          expiration of any applicable cure period.

    13.12 ERISA  Plans.  The  occurrence  of any one or  more  of the  following
          events with  respect to the  Borrower,  provided  such event or events
          could reasonably be expected,  in the judgment of the Bank, to subject
          the Borrower to any tax,  penalty or liability (or any  combination of
          the foregoing) which, in the aggregate,  could have a material adverse
          effect on the  financial  condition of the Borrower  with respect to a
          Plan:

     (a)  A reportable event shall occur with respect to a Plan which is, in the
          reasonable judgment of the Bank likely to result in the termination of
          such Plan for purposes of Title IV of ERISA.

     (b)  Any Plan  termination  (or  commencement of proceedings to terminate a
          Plan) or the Borrower's full or partial withdrawal from a Plan.

    13.13 Other  Breach  Under  Agreement.   The  Borrower  fails  to  meet  the
          conditions of, or fails to perform any obligation  under,  any term of
          this Restated Credit  Agreement not  specifically  referred to in this
          Article,  and such  failure  continues  for a period  of ten (10) days
          after Borrower receives notice of such failure from the Bank.


                   14. ENFORCING THIS AGREEMENT; MISCELLANEOUS

     14.1 GAAP.  Except as otherwise  stated in this Restated Credit  Agreement,
          all  financial  information  provided  to the Bank  and all  financial
          covenants will be made under generally accepted accounting principles,
          consistently applied. 

     14.2 Governing  Law.  This Restated  Credit  Agreement is governed by Texas
          law.

     14.3 Successors and Assigns.  This Restated Credit  Agreement is binding on
          the Borrower's and the Bank's  successors and assignees.  The Borrower
          agrees that it may not assign this Restated Credit  Agreement  without
          the  Bank's  prior  consent.  The Bank may sell  participations  in or
          assign this loan,  and may exchange  financial  information  about the
          Borrower with actual or potential participants or assignees.

     14.4 Arbitration.

     (a)  This paragraph  concerns the resolution of any controversies or claims
          between the Borrower and the Bank,  including but not limited to those
          that arise from:

     (i)  This Restated Credit Agreement (including any renewals,  extensions or
          modifications of this Restated Credit Agreement);

     (ii) Any  document,  agreement  or  procedure  related to or  delivered  in
          connection with this Restated Credit Agreement;

     (iii) Any violation of this Restated Credit Agreement; or

     (iv) Any claims for damages  resulting from any business  conducted between
          the  Borrower  and the Bank,  including  claims for injury to persons,
          property or business interests (torts).

     (b)  At the request of the Borrower or the Bank, any such  controversies or
          claims will be settled by  arbitration  in accordance  with the United
          States  Arbitration Act. THE UNITED STATES  ARBITRATION ACT WILL APPLY
          EVEN  THOUGH  THIS  RESTATED  CREDIT  AGREEMENT  PROVIDES  THAT  IT IS
          GOVERNED BY TEXAS LAW.

     (c)  Arbitration   proceedings   will  be   administered  by  the  American
          Arbitration Association and will be subject to its commercial rules of
          arbitration.  The arbitration  will be conducted  within the following
          Texas county or counties: Dallas.

     (d)  For purposes of the  application  of the statute of  limitations,  the
          filing of an arbitration  pursuant to this paragraph is the equivalent
          of the filing of a lawsuit,  and any claim or controversy which may be
          arbitrated  under this paragraph is subject to any applicable  statute
          of  limitations.  The  arbitrators  will have the  authority to decide
          whether  any such  claim or  controversy  is barred by the  statute of
          limitations and, if so, to dismiss the arbitration on that basis.

     (e)  If there is a  dispute  as to  whether  an  issue is  arbitrable,  the
          arbitrators will have the authority to resolve any such dispute.

     (f)  The  decision  that  results  from an  arbitration  proceeding  may be
          submitted to any authorized court of law to be confirmed and enforced.

     (g)  This  provision  does not limit the right of the  Borrower or the Bank
          to:

     (i)  exercise self-help remedies such as set-off;

     (ii) foreclose against or sell any real or personal property collateral; or

     (iii)act in a  court  of law,  before,  during  or  after  the  arbitration
          proceeding to obtain:

         (A)  an interim remedy; and/or

         (B)  additional or supplementary remedies.

     (h)  The  pursuit of or a  successful  action for  interim,  additional  or
          supplementary  remedies,  or the  filing of a court  action,  does not
          constitute  a  waiver  of the  right  of  the  Borrower  or the  Bank,
          including  the suing  party,  to submit  the  controversy  or claim to
          arbitration if the other party contests the lawsuit.

     (i)  The foregoing provisions may not be construed to allow either party to
          act in a court of law to  submit a  controversy  or claim to  judicial
          resolution where such controversy or claim previously has been decided
          by the arbitrators.

     14.5 Severability;  Waivers.  If any part of this Restated Credit Agreement
          is not  enforceable,  the rest of the Restated Credit Agreement may be
          enforced.  The Bank retains all rights,  even if it makes a loan after
          the occurrence of an Event of Default.  If the Bank waives an Event of
          Default,  it may  enforce a later  Event of  Default.  Any  consent or
          waiver under this Restated Credit Agreement must be in writing.

     14.6 Costs.   If  the  Bank  incurs  any   expenses  in   connection   with
          administering or enforcing this Restated Credit  Agreement,  or if the
          Bank takes collection action under this Restated Credit Agreement,  it
          is entitled to costs and  reasonable  attorneys'  fees,  including any
          allocated costs of in-house counsel.

     14.7 Attorneys' Fees. In the event of a lawsuit or arbitration  proceeding,
          the  prevailing  party is  entitled  to recover  costs and  reasonable
          attorneys' fees  (including any allocated  costs of in-house  counsel)
          incurred in connection with the lawsuit or arbitration proceeding,  as
          determined by the court or arbitrator.

     14.8 Destruction of Borrower's Documents. The Bank will not be obligated to
          return  any  schedules,  invoices,  statements,   budgets,  forecasts,
          reports  or other  papers  delivered  by the  Borrower.  The Bank will
          destroy or  otherwise  dispose of such  materials  at such time as the
          Bank, in   its  discretion,  deems appropriate.

     14.9 Verification of Receivables.  The Bank may at any time,  either orally
          or in  writing,  request  confirmation  from any debtor of the current
          amount and status of the accounts receivable upon which such debtor is
          obligated. 

    14.10 Indemnification.  The Borrower  agrees to indemnify  the Bank against,
          and hold the Bank harmless from, all claims,  actions,  losses,  costs
          and expenses (including reasonable attorneys' fees and allocated costs
          for in-house legal services) incurred by the Bank and arising from any
          contention,  whether well-founded or otherwise,  that there has been a
          failure to comply  with any law  regulating  the  Borrower's  sales or
          leases to or  performance  of services for debtors  obligated upon the
          Borrower's   accounts   receivable   and   disclosures  in  connection
          therewith.  This  indemnity  will survive  repayment of the Borrower's
          obligations  to the  Bank  and  termination  of this  Restated  Credit
          Agreement.

    14.11 Notices.  All notices  required under this Restated  Credit  Agreement
          shall be  personally  delivered  or sent by first class  mail,  return
          receipt requested,  postage prepaid, to the addresses on the signature
          page of this Restated Credit Agreement,  or to such other addresses as
          the Bank and the  Borrower  may specify  from time to time in writing.
          Notice sent by facsimile  transmission shall be effective for delivery
          of notice under this Restated Credit Agreement.

    14.12 Headings.  Article and paragraph  headings are for reference  only and
          shall not affect the  interpretation  or meaning of any  provisions of
          this Restated Credit Agreement. 

    14.13 Counterparts.  This  Restated  Credit  Agreement may be executed in as
          many  counterparts  as necessary or  convenient,  and by the different
          parties on  separate  counterparts  each of which,  when so  executed,
          shall be deemed an original but all such counterparts shall constitute
          but one and the same agreement.

    14.14 Usury Laws. It is the  intention of the parties  hereto to comply with
          applicable usury laws; accordingly,  it is agreed that notwithstanding
          any provisions to the contrary in this Restated Credit Agreement or in
          any  of  the  documents  evidencing  or  securing  payment  hereof  or
          otherwise  relating  hereto,  in no event shall this  Restated  Credit
          Agreement  or such  instruments  or  documents  require  or permit the
          payment,   charging,  taking,  reserving  or  receiving  of  any  sums
          constituting  interest,  as defined  under  applicable  usury laws, in
          excess of the  maximum  amount  permitted  by such  laws.  If any such
          excess of interest is contracted for, paid, charged,  taken,  reserved
          or received under this Restated Credit Agreement or under the terms of
          any  of  the  documents  evidencing  or  securing  payment  hereof  or
          otherwise  relating  hereto,  or in any  communication  by Bank or any
          other  person to Borrower or any other party liable for the payment of
          the  indebtedness   evidenced  hereby,  or  if  the  maturity  of  the
          indebtedness  is accelerated in whole or in part, or in the event that
          all or part of the  principal  or interest  shall be prepaid,  so that
          under  any of such  circumstances  or under  any  other  circumstances
          whatsoever,  the amount of interest  contracted  for,  paid,  charged,
          taken,  reserved or received under this Restated  Credit  Agreement or
          under  any of the  documents  securing  payment  hereof  or  otherwise
          relating hereto, on the amount of principal actually  outstanding from
          time to time shall exceed the maximum amount of interest  permitted by
          applicable  usury laws,  then in any such event (a)_the  provisions of
          this Section  shall  govern and control,  (b)_any such excess shall be
          canceled  automatically to the extent of such excess, and shall not be
          collected  or  collectible,  (c)_any  such excess which is or has been
          received shall be credited against the then unpaid  principal  balance
          hereof or  refunded to  Borrower,  at the Bank's  option,  and (d)_the
          effective  rate of  interest  shall be  automatically  reduced  to the
          maximum  lawful rate  allowed  under  applicable  laws as construed by
          courts having jurisdiction thereof. It is further agreed that, without
          limitation of the foregoing,  all calculations of the rate of interest
          contracted for, paid, charged,  taken, reserved or received under this
          Restated Credit Agreement or under such other documents or instruments
          that are made for the purpose of determining whether such rate exceeds
          the maximum  lawful  rate of  interest,  shall be made,  to the extent
          permitted  by  applicable   usury  laws,  by  amortizing,   prorating,
          allocating  and spreading in equal parts during the period of the full
          stated term of the  indebtedness,  all interest at any time contracted
          for, paid, charged,  taken,  reserved or received from the Borrower or
          otherwise by the holder or holders  hereof.  The terms of this Section
          shall be deemed to be  incorporated  in every loan document,  security
          instrument,   debt  instrument  and  communication  relating  to  this
          Restated  Credit  Agreement and the loan  evidenced  hereby.  The term
          "applicable  usury laws" shall mean such laws of the State of Texas or
          the laws of the United States, whichever laws allow the higher rate of
          interest, as such laws now exist; provided, however, that if such laws
          shall  hereafter  allow higher rates of interest,  then the applicable
          usury  laws  shall  be the  laws  allowing  the  higher  rates,  to be
          effective as of the effective date of such laws.

    14.15 AMENDMENT AND RESTATEMENT.  This Restated Credit Agreement is given in
          amendment, modification, supplementation, restatement and renewal (and
          not  in   extinguishment  or  satisfaction)  of  the  Original  Credit
          Agreement.   All  rights,   titles,   liens,  security  interests  and
          priorities   under  the  Original  Credit   Agreement  are  preserved,
          maintained and carried forward under this Restated  Credit  Agreement,
          subject, however, to the terms of this Restated Credit Agreement.

    14.16 NO ORAL  AGREEMENTS.  This Restated  Credit  Agreement and any related
          security  or  other  agreements   required  by  this  Restated  Credit
          Agreement, collectively: 

     (a)  represent the sum of the  understandings  and  agreements  between the
          Bank and the Borrower concerning this credit;

     (b)  replace any prior oral or written  agreements between the Bank and the
          Borrower concerning this credit; and

     (c)  are intended by the Bank and the  Borrower as the final,  complete and
          exclusive statement of the terms agreed to by them.

         In the event of any conflict between this Restated Credit Agreement and
any other agreements  required by this Restated Credit Agreement,  this Restated
Credit Agreement will prevail.

         THIS WRITTEN  AGREEMENT AND THE INSTRUMENTS  AND DOCUMENTS  EXECUTED IN
CONNECTION  HEREWITH  REPRESENT THE FINAL AGREEMENT  BETWEEN THE PARTIES AND MAY
NOT BE  CONTRADICTED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                                                           


         This Restated Credit Agreement is executed as of the date stated at the
top of the first page.

Bank of America Texas, N.A.      FFP Operating Partners, L.P.

                                 By:   FFP Partners Management Company, Inc.,
                                       General Partner

By:/s/Donald P. Hellman                By: /s/Steven B. Hawkins
   --------------------------              ---------------------------
     Donald P. Hellman                     Steven B. Hawkins
     Vice President                        Vice President-Finance

Address where notices to             Address where notices to
the Bank are to be sent:             the Borrower are to be sent:

1925 W. John Carpenter Freeway       2801 Glenda Avenue
Irving, Texas 75063-3224             Fort Worth, Texas 76117-4391



Exhibits:

     A    -    Guarantors
     B    -    Locations
     C    -    Litigation
     D    -    Form of Inventory Summary
     E    -    Form of Application and Agreement for Standby Letter of Credit
     F    -    Existing Debt
     G    -    Form of Compliance Certificate
     H    -    Form of Borrowing Request
     I    -    Fuel Terminal Facility