BUILDING LEASE AGREEMENT

           THIS CONTRACT CONTAINS ARBITRATION PROVISIONS AND SHALL BE
        SUBJECT TO ARBITRATION UNDER THE TEXAS GENERAL ARBITRATION ACT
            (ARTICLE 224 ET SEQ. REVISED CIVIL STATUTES OF TEXAS).

THIS BUILDING LEASE AGREEMENT is made  and  entered  into on January 1, 1998,
by and between FFP Properties, L.P., a Texas limited partnership ("Lessor"),
and  FFP Operating Partners, L.P., a Delaware limited partnership ("Lessee").

WHEREAS, the Lessor owns all buildings, structures, and other improvements
located on the property described on Exhibit A (such buildings, structures,
and improvements being referred to as the "Premises"); and,

WHEREAS, Lessee desires to occupy and use such property for the conduct of
its business;

NOW, THEREFORE, it is agreed by and between Lessor and Lessee as follows:

                                  ARTICLE I

                                   Premises

Section 1.01.  Lessor, in consideration of the covenants and agreements to be
performed by Lessee and upon the terms and conditions hereinafter stated,
does hereby lease, demise, and let unto Lessee the buildings, structures, and
other improvements located on the property described on Exhibit A attached
hereto and all rights, easements and appurtenances pertaining thereto
(collectively, the "Leased Premises").

                                  ARTICLE II

                                     Term

Section 2.01.  The term of this Lease shall be for a period commencing on
January 1, 1998 ("Commencement Date"), and ending on the December 31, 2002
("Term").

Section 2.02.  It is expressly acknowledged by Lessor and Lessee that the
Leased Premises are situated on land leased by the Lessee hereunder from
another party and that the Term of this Building Lease Agreement, including
any renewals thereof, shall not extend beyond the termination date, including
any renewals thereof, of the lease on the land; provided, however, that if
the lease on the land shall terminate due to an event of default under such
lease by Lessee, then Lessee shall continue to be obligated to pay the
Monthly Rent (as hereinafter set forth) for the remainder of the Term, or
Renewal Term (as hereinafter defined), as applicable, hereunder.

                                 ARTICLE III

                               Use of Premises

Section 3.01.  The Leased Premises shall be used for any lawful use,
including, but not limited to, the operation of the Leased Premises as a
convenience store, truck stop, and/or self-service gasoline station.

Section 3.02.  Lessee shall not perform any acts or carry on any practices
which may injure the Leased Premises or constitute a nuisance, or use the
Leased Premises for any business which is unlawful or in violation of any
public or city ordinances.

                                  ARTICLE IV

                                     Rent

Section 4.01.  Lessee, without offset or deduction, agrees to pay the Lessor
at 2801 Glenda Avenue, Fort Worth, Texas, or such other address as Lessor may
designate, rent for the Leased Premises at the rate of
___________________________________ dollars ($______________) per month
("Monthly Rent") in advance on the first day of each and every calendar month
during the Term of this Lease, the first such payment becoming due and
payable on the Commencement Date..  If the Commencement Date is other than
the first day of a month or if the term of the Lease terminates on a day
other than the last day of the month, a prorated monthly rental installment
shall be paid.

Section 4.02.  All rental installments or payments (including any amounts
payable as additional rent) more than ten (10) days past due shall subject
Lessee to liability for payment of a late payment charge equal to five
percent (5.0%) of each such late monthly installment or payment.

                                  ARTICLE V

                           Possession of Presmises

Section 5.01  Lessee acknowledges that Lessee has fully inspected the Leased
Premises and on the basis of such inspection Lessee hereby accepts the Leased
Premises "AS IS".  Lessee acknowledges that the Improvements, if any,
situated thereon, are suitable for the purposes for which the same are
leased, in their present condition.

                                  ARTICLE VI

                       Alteration, Operating Expenses,
                 Construction, and Ownership of Improvements

Section 6.01.  Alterations and Improvements.  Lessee shall have the right to
make alterations to or construct Improvements on the Leased Premises.  Any
alteration or improvement made to the Leased Premises shall be made in a
workmanlike manner and in compliance with all valid laws, governmental
orders, and building ordinances and regulations pertaining thereto.  Lessee
shall promptly pay and discharge all costs, expenses, damages, and other
liabilities which may arise in connection with or by reason of any
alterations, reconstruction, demolition, or other work on the Leased
Premises.  All alterations, reconstruction, demolition or other work on the
Leased Premises when completed shall be of such a nature as not to reduce or
otherwise adversely affect the value of the Leased Premises.  Lessee shall
have the right to grant easements upon the estate of Lessor which are
required for utilities or access in connection with construction of the
Improvements and Lessor agrees to execute all documents which Lessee may
reasonably request in order to grant such easements.

Section 6.02.  Operating Expenses.  Lessee agrees to pay any and all expenses
of operation of the Leased Premises including, but not being limited to,
electricity, water, gas, and other utility services to persons and parties
occupying the Leased Premises, it being the intention of this Lease that the
amounts payable to Lessor hereunder as rent shall be absolutely net to
Lessor, without diminution by reason of any expenses of operation of the
Leased Premises.

Section 6.03.  Repairs; Compliance with Laws.  Lessee shall keep all
Improvements from time to time situated on the Leased Premises in a good
repair and condition, and at the end or other expiration of the term of this
Lease deliver up the Leased Premises and all Improvements thereon, whether on
the Leased Premises at the time of execution of this Lease or constructed by
Lessee in accordance herewith, in good condition, reasonable wear and tear
excepted (subject to Article XII hereof).  Lessee shall at its sole cost and
expense comply with all requirements of all municipal, state, and federal
authorities now in force or which may hereafter be in force, pertaining to
the Leased Premises and shall faithfully observe in the use of the Leased
Premises all municipal, state, and federal laws and regulations now in force
or which may hereafter be in force.

Section 6.04 Release.  Lessor hereby releases Lessee, and Lessee hereby
releases Lessor, and their respective officers, agents, employees, and
representatives, from any and all claims or demands for damages, loss,
expense, or injury to the Leased Premises, or to the furnishings, fixtures,
and equipment, or inventory or other property of either Lessor or Lessee in,
about, or upon the Leased Premises, as the case may be, which is caused by or
results from perils, events, or happenings which are the subject of insurance
carried by the respective parties and in force at the time of any such loss;
provided, however, that such waiver shall be effective only to the extent
permitted by the insurance covering such loss and to the extent such
insurance is not prejudiced thereby or the expense of such insurance is not
thereby increased.

Section 6.05.  Title to the Improvements.  All Improvements presently
constituting a part of the Leased Premises shall be owned by Lessor.  Title
to all Improvements and any modifications, additions, restorations, repairs,
and replacements thereof hereafter placed or constructed by Lessee upon the
Leased Premises shall be in Lessee, its successors and assigns, until the
expiration of the Lease Term; provided, however, that the terms and
provisions of this Lease shall apply to all such Improvements and that all
such Improvements (with the exception only of moveable equipment and trade
fixtures, and gasoline storage tanks, pumps, and equipment) shall be
surrendered to Lessor upon the termination of the Lease Term.

Section 6.06.  Liens.  Lessor does not consent, and has not by the execution
and delivery of this Lease consented, to the imposition by Lessee or any
contractor or subcontractor of any liens upon the Lessor's interest in the
Leased Premises.  Lessee agrees that all Improvements at any time constructed
upon the Leased Premises will be completed free and clear of all liens and
claims of contractors, subcontractors, mechanics, laborers, and materialmen,
and other claimants.  Lessee further covenants and agrees to protect,
indemnify, defend, and hold harmless Lessor from and against all bills and
claims, liens and rights to liens for labor and materials and architect's,
contractor's, and subcontractor's claims, and all fees, claims, and expenses
incident to the construction and completion of any Improvements, including
without limitation, reasonable attorneys' fees and court costs incurred by
Lessor.

                                 ARTICLE VII

                               Utility Charges

Section 7.01.  Lessee shall pay or cause to be paid promptly when due all
charges for water, electricity, gas, telephone, or any other utility services
furnished to the Leased Premises.  Lessee expressly agrees that Lessor is
not, nor shall it be, required to furnish to Lessee or any other occupant of
the Leased Premises any water, sewer, gas, heat, electricity, light, power,
or any other facilities, equipment, labor, materials, or services of any kind
whatsoever.

                                 ARTICLE VIII

                               Indemnification

Section 8.01.  Lessee covenants and agrees, at its sole cost and expense, to
indemnify and hold Lessor harmless from and against any and all claims by or
on behalf of any person, firm, corporation, or governmental authority,
arising from the occupation, use, possession, conduct, or management of, or
from any work or thing whatsoever done in and about, the Leased Premises
during the Lease Term and any Renewal Term, or the subletting of any part
thereof.  Lessee further agrees to indemnify and save Lessor harmless from
and against any and all claims arising from any condition of the Leased
Premises or the Improvements (including, but not limited to claims or
liability under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976)
or rising from any breach or default on the part of Lessee to be performed
pursuant to the terms of this Lease, or arising from any action, injury, or
damage whatsoever caused to any person, firm, or corporation, including any
sublessees of Lessee (other than those caused by Lessor or his
representatives and employees) occurring during the Lease Term or any Renewal
Term in or about the Leased Premises or upon and under the sidewalks and the
land adjacent thereto.  The indemnification obligations of Lessee hereunder
shall include all costs, expenses, and liabilities incurred by Lessor,
including reasonable attorneys' fees.  If any action or proceeding shall be
brought against Lessor by reason of any such claim, Lessee upon receipt of
written notice from Lessor covenants to defend such action or proceeding with
counsel satisfactory to Lessor, unless such action or proceeding is defended
by any carrier of public liability insurance maintained by Lessee.  If Lessee
procures or maintains insurance insuring Lessee against liability for injury
to or death of a person or persons, such policy or policies shall name Lessor
as an additional insured.

                                  ARTICLE IX

                            Taxes and Assessments

Section 9.01.  Lessee shall pay to, or on behalf of, Lessor as additional
rent the amount of the real estate taxes allocable to the Leased Premises
(which shall be separately assessed) for each tax year included within the
Term or any Renewal Term of this Lease; for the first and last tax years
included in part within the term of this Lease, Lessee shall pay to Lessor a
pro rata share of such taxes for such tax years, based upon the portions of
such tax years included within the term of this Lease.  Real estate taxes
shall not include any income, excess profits, estate, inheritance,
succession, transfer, franchise, capital, or other tax or assessment upon
Lessor or upon the rentals payable under this Lease, all of which shall be
the obligation of Lessor.

Section 9.02.  If there shall be more than one taxing authority, the real
estate taxes for any period shall be the sum of such taxes for such period
attributable to each taxing authority.  The real estate taxes for any tax
year shall mean such amounts as shall be finally determined to be the real
estate taxes assessed and payable for such tax year less any abatements,
refunds, or rebates made thereof.  For the purpose of determining payments
due from Lessee to Lessor in accordance with the provisions hereof, (i) the
real estate taxes for any tax year shall be deemed to be the real estate
taxes assessed and payable for such tax year until such time as the same may
be reduced by abatement, refund or rebate, and (ii) if any abatement, refund
or rebate shall be made for such tax year, the real estate taxes for such tax
year shall be deemed to be the real estate taxes as so reduced plus the
expenses of obtaining the reduction, with an appropriate adjustment to be
made in the amount payable from or paid by Lessee to Lessor on account of
real estate taxes.

Section 9.03.  Lessee shall have such rights to contest the validity or
amount of any real estate taxes as permitted to Lessor, or Lessee, by law,
either in its own name or in the name of Lessor.  Lessor shall cooperate with
Lessee in any such contest and, in connection therewith, shall make available
to Lessee such information in its files as Lessee may reasonably request.  If
any abatement, refund or rebate shall be obtained, the expenses of obtaining
the same shall be a first charge thereon.

Section 9.04.  Lessor shall submit to Lessee copies of the real estate tax
bills for each tax year.  Lessor shall bill Lessee for any amount that may be
payable by Lessee pursuant to the provisions herein.  Such bill shall be
accompanied by a computation of the amount payable.  The amount payable by
Lessee hereunder for any tax year shall be payable on or before the time that
Lessor shall be required to pay real estate taxes to the taxing authority for
such tax year, but if Lessee shall not have received a bill therefor at least
fourteen days prior to such time for payment, Lessee shall not be required to
make payment until fourteen days after the receipt of such bill.  (If real
estate taxes are payable to any taxing authority for any tax year in
installments, the amount payable by Lessee hereunder shall be payable in
similar installments.  If real estate taxes are payable to different taxing
authorities for any tax year at different times, an appropriate apportionment
shall be made of the amount payable by Lessee for such tax year and the
apportioned amounts shall be payable at such times).  Lessor agrees that real
estate taxes upon the Leased Premises shall be paid by Lessor prior to the
last day that the same may be paid without penalty or interest, or if a
discount shall be available for early payment, prior to the last day of that
such discount shall be available.  Lessor agrees to provide Lessee evidence
of any taxes paid by Lessor.

Section 9.05.  Lessee agrees to pay all taxes levied against personal
property, trade fixtures, and inventory owned or placed by Lessee in, on, or
about the Leased Premises.

                                  ARTICLE X

                                    Title

Section 10.01.  Lessor's Warranty of Title.  Lessor warrants and represents
that the Leased Premises is owned by Lessor in fee, free, and clear of any
restrictions which would materially adversely affect the use of the Leased
Premises by Lessee and that Lessor has the legal right to make and enter into
this Lease.

Section 10.02.  Peaceable Possession.  Lessor warrants to Lessee the
peaceable enjoyment of the Leased Premises against the lawful let, hindrance,
or disturbance of any person or persons whomsoever.

                                  ARTICLE XI

                          Assignment and Subletting

Section 11.01.  Lessee may not assign this Lease or sublet all or any part of
the Leased Premises, without Lessor's prior written consent, which consent
shall not be unreasonably withheld.

Section 11.02.  If Lessee assigns this Lease or sublets all or any part of
the Leased Premises, Lessee shall remain liable and responsible under this
Lease for the performance of the covenants and obligations of Lessee
hereunder unless Lessor shall have, in writing, specifically released Lessee
from such obligations.

Section 11.03.  If Lessee assigns this Lease and shall remain liable
hereunder, then Lessor, when giving notice to said assignee or any future
assignee in respect of any default, shall also serve a copy of such notice
upon the original tenant first named hereinabove in this Lease ("Original
Lessee") and no notice of default shall be effective until a copy thereof is
received by the Original Lessee.  The Original Lessee shall have the same
period after receipt of such notice to cure such default as is given to
Lessee under this Lease.  If this Lease terminates or this Lease and the term
hereof ceases and expires because of a default of such assignee after an
assignment of this Lease shall have been made, Lessor shall promptly give the
Original Lessee notice thereof.  The Original Lessee shall have the option to
be exercised by notifying Lessor within twenty (20) days after receipt by the
Original Lessee of Lessor's notice, to cure any default and become tenant
under a new lease for the remainder of the term of this Lease (including any
renewal periods) upon all of the same terms and conditions as then remain
under this Lease as it may have been amended by agreement between Lessor and
Original Lessee.  If any default of such assignee is incapable of being cured
by the Original Lessee, then, notwithstanding the failure to cure same, the
Original Lessee shall have the foregoing option to enter into a new lease.
Such new lease shall commence on the date of termination of this Lease.
Notwithstanding the foregoing, if Lessor delivers to the Original Lessee,
together with Lessor's notice, a release as to all liability under this Lease
as theretofore amended, the Original Lessee shall not have the foregoing
option.

                                 ARTICLE XII

                                 Condemnation

Section 12.01.  Entire Taking.  If all of the Leased Premises shall be taken
in condemnation proceedings, this Lease shall terminate as of the taking and
the minimum rent and additional rent shall be paid to the date of such
termination.  Lessor shall give Lessee a proportionate refund of any rent
paid in advance.

Section 12.02.  Partial Taking.

      A.  If less than all of the Leased Premises shall be taken in
condemnation proceedings, Lessor and Lessee shall mutually determine, within
a reasonable time after such taking, whether the remaining building or
buildings (after necessary repairs and reconstruction to constitute the same
a complete architectural unit or units) can economically and feasibly be used
and subleased by Lessee.  If Lessor and Lessee cannot mutually agree upon
such matter within ninety (90) days after notice of intent to take, the same
shall be determined thereafter upon request of either party by arbitration in
accordance with the provisions of Section 18.11.  In arriving at their
decision, the arbitrators, among other things, shall take into consideration
whether such remaining premises will produce a fair and reasonable net return
to Lessor and will produce a fair and reasonable profit to Lessee.

      B.  If it is determined either by mutual agreement or arbitration that
such remaining building or buildings cannot economically and feasibly be used
by Lessee, Lessor or Lessee, at its election, may terminate this Lease on ten
(10) days' notice to the other party to such effect, and the minimum rent and
additional rent shall be paid to the date of such termination.  Lessor shall
give Lessee a proportionate refund of any rent paid in advance.  If between
the taking and the date of such termination, the condemning authority shall
have entered into physical possession of the condemned portion of the Leased
Premises, the Rental, during such period, shall be reduced to accommodate
such event and any dispute as to the amount of such reduction shall be
determined by arbitration in accordance with the provisions of Section
18.11.  However, such election to terminate must be exercised within thirty
(30) days after the determination, as aforesaid, that the remaining building
or buildings cannot economically and feasibly be used by Lessee.

      Section 12.03.  Application of Award.  If this Lease shall terminate
pursuant to the provisions of Section 12.01 or Section 12.02 of this Article,
Lessor's share of the condemnation award together with any separate award to
Lessee shall be apportioned and paid in the following order of priority:

      A.  There shall be first paid any and all reasonable expenses, charges
and fees, including reasonable counsel tees, in collecting the award.

      B.  Lessor shall then be entitled to receive an amount equal to the
reasonable market value of the Leased Premises, on a basis without
consideration of any unexpired portion of the term of this Lease and
unencumbered by this Lease.  If Lessor and Lessee cannot agree as to such
value, the same shall be determined by arbitration in accordance with the
provisions of Section 18.11.

      C.  The balance of the award shall be paid to the Lessee; provided,
that if the remainder of the Lease Term is, at the time of the taking, less
than one year, such balance shall be paid to lessor.

      Section 12.04.  Application of Award in Partial Taking.  If it is
determined pursuant to the provisions of Section 12.03, that the remaining
Improvements after a partial condemnation can be used economically by Lessee,
(i) this Lease shall not terminate but shall continue in full force and
effect as to the portion of the Leased Premises not taken, (ii) Lessee shall
commence and proceed with reasonable diligence to repair or reconstruct the
remaining building or buildings on the Leased Premises to a complete
architectural unit or units to the extent proceeds of the condemnation award
are available therefor, and (iii) the fixed annual rentals payable by Lessee
hereunder shall be reduced during the unexpired portion of this Lease to that
proportion of the annual fixed results herein reserved which the value of the
part of the Leased Premises not so taken bears to the value of the total of
the Leased Premises, such values to be determined as of the date when Lessee
is disturbed in its possession as a result of the taking.  Lessor's share of
the award in condemnation proceedings for any partial taking where repair or
reconstruction is undertaken, together with any separate award to Lessee,
shall be apportioned and paid in the following order of priority:

      A.  There shall first be paid any and all reasonable expenses, charges
and fees, including reasonable counsel fees, in collecting the awards.

      B.  The proceeds of the awards shall next be used as a fund for the
restoration of the building, improvements and equipment situated on the
Leased Premises to a complete architectural unit or units.  Said proceeds
shall be held by Lessor and shall be paid out from time to time to persons
furnishing labor or materials, or both, including architects' fees and
contractors' compensation in such restoration work on vouchers approved by a
licensed architect engineer or other person approved by Lessor and employed
by Lessee to superintend the work.

      C.  Lessor shall then be entitled to an amount equal to the reasonable
market value of the portion of the Leased Premises taken, without
consideration of any unexpired portion of the term of this Lease,
unencumbered by this Lease, plus a sum of money equal to damages sustained by
Lessor for severance damages to the remaining and untaken portion of the
Leased Premises, also unencumbered by this Lease as to such remaining untaken
portion of the Leased Premises.

      D.  The balance of the award shall be paid to Lessee.

Section 12.05.  Temporary Possession.  If any right of temporary possession
or occupancy of all or any portion of the Leased Premises shall be obtained
by any competent authority in the exercise of the power of eminent domain,
the foregoing provisions of this Article shall be inapplicable thereto and
this Lease shall continue in full force and effect without reduction or
suspension of minimum rent and additional rent and Lessee shall be entitled
to make claim for and recover any award or awards, whether in the form of
rental or otherwise, recoverable in respect of such possession or occupancy.
The award shall be paid to Lessor and applied against the Rental payable by
Lessee under this Lease, as the same becomes due, with any surplus to be paid
to Lessee; provided that if any portion of the award is intended to cover the
cost of restoring the Leased Premises to the condition they were in prior to
such temporary possession or occupancy or to make any repairs occasioned by
or resulting from such possession or occupancy, such portion shall be so
applied.

Section 12.06.  Consent to settlement by Lessor.  Lessee shall have primary
responsibility for dealing with the condemning authority in the condemnation
proceedings but Lessee shall not make any settlement with the condemning
authority nor convey or agree to convey the whole or any portion of the
Leased Premises to such authority in lieu of condemnation without first
obtaining the written consent of Lessor thereto, which consent shall not be
unreasonably withheld if Lessor receives (i) not less than the fair market
value of the Leased Premises taken at the time and (ii) a reasonable amount
for any diminution in value of the remaining portion.

                                 ARTICLE XIII

                        Events of Default and Remedies

Section 13.01.  Events of Default.  The following events ("Events of
Default") shall be deemed to be events of default by Lessee under this Lease:

      A.  Failure by Lessee to pay any installment of the Monthly Rent or any
additional rent or any other sum of money payable hereunder on the date the
same is due and such failure shall continue for a period of ten (10) days
after written notice to Lessee.

      B.  Failure by Lessee to comply with any term, provision, or covenant
of this Lease, other than the payment of rent or other sums of money, and
shall not cure such failure within thirty (30) days after written notice
thereof to Lessee; or if such failure cannot reasonably be cured within the
said thirty (30) days and Lessee shall not have commenced to cure such
failure within such thirty (30) day period and shall not thereafter with all
due diligence and good faith proceed to cure such failure.

      C.  The entering of a decree or order by a court of competent
jurisdiction adjudging Lessee a bankrupt or insolvent or appointing a
receiver or trustee or assignee in bankruptcy or insolvency of all or
substantially all of its property, and any such decree or order shall have
continued in force undischarged or unstayed for a period of sixty (60) days.

      D.  The doing or permitting to be done by Lessee or any sublessee,
assignee, grantee, or agent of Lessee shall of anything which creates a lien
upon Lessor's interest in the Leased Premises, and any such lien is not
discharged or bonded within thirty (30) days after filing.

      E.    The insolvency of Lessee or  the making a transfer in fraud of
creditors, an assignment for the benefit of creditors, or the filing of a
proceeding in bankruptcy by Lessee, or the appointing of a receiver or
trustee for Lessee or any of the assets of Lessee.

Section 13.02.  Remedies.  Upon the occurrence of any Event of Default
enumerated in Section 13.01 hereof, Lessor shall have the option of (i)
terminating this Lease by written notice thereof to Lessee, (ii) continuing
this Lease in full force and effect, or (iii) curing the default on behalf of
Lessee.

      A.  In the event that Lessor shall elect to terminate this Lease, upon
written notice to Lessee, this Lease shall be ended as to Lessee and all
persons holding under Lessee, and all of Lessee's rights shall be forfeited
and lapsed, as fully as if this Lease had expired by lapse of time.  In such
event, Lessee shall be required immediately to vacate the Leased Premises and
there shall immediately become due and payable the amount by which (a) the
total rent and other benefits which would have accrued to Lessor under this
Lease for the remainder of the Term of this Lease if the terms and provisions
of this Lease had been fully complied with by Lessee exceeds (b) the total
fair market rental value of the Leased Premises for the balance of the Term
of this Lease (it being the intention of both parties hereto that Lessor
shall receive the benefit of its bargain); and Lessor shall at once have all
of the rights of re-entry upon the Leased Premises, without becoming liable
for damages or guilty of a trespass.  In addition to the sum immediately due
from Lessee under the foregoing provision, there shall be recoverable from
Lessee: (w) the reasonable cost of restoring the Leased Premises to good
condition, normal wear and tear excepted (subject to Article XII hereof); (x)
all accrued unpaid sums, plus interest at the highest lawful rate per annum
and late charges, if in arrears, under the terms of this Lease up to the date
of termination; (y) Lessor's reasonable cost of recovering possession of the
Leased Premises; and (z) rent and sums accruing subsequent to the date of
termination pursuant to the holdover provisions of Section 18.14 hereof.

      B.  In the event that Lessor shall elect to continue this Lease in full
force and effect, Lessee shall continue to be liable for all rents.  Lessor
shall nevertheless have all of the rights of re-entry upon said Leased
Premises without becoming liable for damages or being guilty of a trespass
and Lessor after re-entry may relet the Leased Premises or any part thereof,
to a substitute tenant or tenants for a period of time equal to or lesser or
greater than the remainder of the term on whatever terms and conditions
Lessor, at Lessor's sole discretion, deems advisable.  Against the rents and
sums due from Lessee to Lessor during the remainder of the term, credit shall
be given Lessee in the net amount of rent received from the new tenant after
deduction by Lessor for: (a) the reasonable costs incurred by Lessor in
reletting the Leased Premises (including, without limitation, remodeling
costs, brokerage fees, legal fees, and the like); (b) the accrued sums, plus
interest and late charges if in arrears, under the terms of this Lease; (c)
Lessor's reasonable cost of recovering possession of the Leased Premises; and
(d) the cost of storing any of Lessee's property left on the Leased Premises
after re-entry.  Notwithstanding any provision in this paragraph B of Section
13.02 to the contrary, upon the default of any substitute tenant or upon the
expiration of the lease term of such substitute tenant before the expiration
of the Term of this Lease, Lessor may, at Lessor's election, either relet to
still another substitute tenant or terminate this Lease and exercise its
rights under paragraph A of this Section 13.02.

      C.  In the event that Lessor shall elect to cure the default of Lessee,
all sums expended by Lessor in effecting such cure, plus interest thereon at
the highest lawful rate per annum, shall be due and payable immediately.
Such sum shall constitute additional rent hereunder, and failure to pay such
sum when due shall enable Lessor to exercise all of its remedies under this
Lease.

Section 13.03.  Cumulative Rights.  Pursuit of any of the foregoing remedies
shall not preclude pursuit of any of the other remedies herein provided or
any other remedies provided by law, nor shall pursuit of any remedy herein
provided constitute a forfeiture or waiver of any rent due to Lessor
hereunder or of any damages accruing to Lessor by reason of the violation of
any of the terms, provisions and covenants herein contained.  Failure by
Lessor to enforce one or more of the remedies herein provided, upon any event
of default, shall not be deemed or construed to constitute a waiver of such
default or of any other violations or breach of any of the terms, provisions
and covenants herein contained.

Section 13.04.  Re-Entry by Lessor.  No re-entry or taking possession of the
Leased Premises by Lessor shall be construed as an election on its part to
terminate this Lease unless a written notice of such intention is given to
Lessee.  Lessor, at its option, may make such alterations or repairs to the
Improvements as it, in its reasonable judgment, considers advisable and
necessary upon the occurrence of an Event of Default, at the cost of Lessee,
and the making of such alterations or repairs shall not operate or be
construed to release Lessee from liability hereunder.  Lessor shall in no
event be liable in any way whatsoever for failure to relet the Leased
Premises and the improvements or, in the event the Leased Premises and the
Improvements are relet, for failure to collect rent thereof under such
reletting; and in no event shall Lessee be entitled to receive any excess of
such rent over the sums payable by Lessee to Lessor hereunder; provided,
however, that Lessor shall during such time as Lessor is in possession of the
Leased Premises as the result of any re-entry by Lessor hereunder, and prior
to any termination of this Lease, exercise reasonable efforts to cause tenant
space in the Leased Premises to be leased.

Section 13.05.  Effect of Waiver or Forbearance.  No waiver by Lessor of any
breach by Lessee of any of its obligations, agreements or covenants hereunder
shall be a waiver of any subsequent breach or of any obligation, agreement or
covenant, nor shall any forbearance by Lessor to seek a remedy for any breach
by Lessee be a waiver by Lessor of its rights and remedies with respect to
such subsequent breach.

Section 13.06.  Bankruptcy of Lessee.  The provisions of paragraph C and E
Section 13.01 above shall only apply with respect to the Lessee which is the
then owner of the leasehold estate.  Notwithstanding the provisions of
Section 13.01 to the contrary, the happening of any of the Events of Default
mentioned in paragraph C or E of Section 13.01 above shall not operate or
permit Lessor to declare a default hereunder or terminate this Lease so long
as all covenants of Lessee hereunder shall be performed by Lessee or its
successor in interest or a Leasehold Mortgagee in accordance with the terms
of this Lease.

Section 13.07.  New Lease with Leasehold Mortgagee Upon Termination.  If this
Lease shall terminate by reason of the occurrence of any contingency
mentioned in Section 13.01 hereof, and in the manner therein set forth, and
if Lessor shall obtain possession of the Leased premises herefor, Lessor
agrees that any Leasehold Mortgagee shall have the right, for a period of
thirty (30) days subsequent to written notice of said termination of this
Lease, to elect to demand a new lease of the Leased premises of the character
and, when executed and delivered and possession of the Leased Premises is
taken thereunder, having the effect hereinafter set forth.  Such new lease
shall be for a term to commence at the said termination of this Lease, as in
this Section 13.01 provided, and shall have as the date for the expiration
thereof the same date stated in this Lease as the date for the expiration
thereof.  The rent thereof shall be at the same rate as would have been
applicable during such term under the provisions of this Lease, had this
Lease as the date for the expiration thereof.  The rent therefor shall be at
the same rate as would have been applicable during such term under the
provisions of this Lease, had this Lease not so expired or terminated, and
all the rents, covenants, conditions and provisions of such new lease,
including, but not limited to, the conditional limitations set forth in this
Lease, shall be the same as the terms, conditions and provisions of this
Lease.  If any such Leasehold Mortgagee as aforesaid shall elect to demand
such new lease within such 30-day period, such Leasehold Mortgagee shall give
written notice to Lessor of such election; and, thereupon, within ten (10)
days thereafter, Lessor and such Leasehold Mortgagee agree to execute and
deliver such new lease upon the terms above set forth, and such Leasehold
Mortgagee shall, at the time of the execution and delivery of such new lease,
pay to Lessor all rent and additional rent and other sums which would have
become payable hereunder by Lessee to Lessor to the date of the execution and
delivery of such new lease, had this Lease not terminated, and which remain
unpaid at the time of the execution and delivery of such new lease, together
with reasonable attorneys fees and expenses in connection therewith.  Any
such new lease as contemplated in this Section 13.07 may, at the option of
the Leasehold Mortgagee, be executed by a nominee of such holder, without the
Leasehold Mortgagee assuming the burdens and obligations of Lessee thereunder
beyond the period of its ownership of the leasehold estate created hereby.

      Any Leasehold Mortgagee of less than all of the Leased Premises who
elects to demand a new lease pursuant to this section with respect to the
part of the Leased Premises as to which it has obtained possession shall, as
a condition to Lessor's obligation to grant such new lease, agree to
guarantee the payment of rental for all of the Leased Premises.

      Section 13.08.  Notice to Leasehold Mortgagee.  Lessor agrees, if and
so long as the leasehold estate of Lessee is encumbered by a leasehold
mortgage in favor of a Leasehold Mortgagee, to give such Leasehold Mortgagee
at such address or addresses as may be specified by the Leasehold Mortgagee
to Lessor in writing, written notice of any default or of the happening of
any contingency referred to in Section 13.01 hereof, simultaneously with the
giving of such notice to Lessee, and no such notice to Lessee shall be
effective or be deemed to have been given to Lessee hereunder unless such
notice is also given to the Leasehold Mortgagee; and the Leasehold Mortgagee
shall have the right, within the period limited by any such notice and for an
additional period of thirty (30) days thereafter, and to the same extent and
with the same effect as though done by Lessee, to take such action or to make
such payment as may be necessary or appropriate to cure any such default or
contingency so specified, it being the intention of the parties hereto that
Lessor shall not exercise its right to terminate this Lease as in Section
13.01 provided without first affording to any Leasehold Mortgagee the same
rights and the same notices with respect to any such default or contingency
and the same period or periods of time within which to cure the same,
including the right to enter into possession of the Leased Premises, to
enable the Leasehold Mortgagee also to do, as are afforded to Lessee
hereunder (and a period of thirty (30) days thereafter, and as are afforded
to the leasehold mortgagee under this Section 13.08).

Section 13.09.  Foreclosure by Leasehold Mortgagee.  Anything in this Lease
and specifically in this Article XI to the contrary notwithstanding, Lessor
shall not be entitled to exercise its right to terminate this Lease as in
this Article XIII provided during the period that any Leasehold Mortgagee
shall require to foreclose its mortgage or otherwise to fulfill or complete
its remedies under such leasehold mortgage or to cure any Event of Default,
provided, however, that such period shall in no event exceed ninety (90) days
and that within such period of time: (a) such Leasehold Mortgagee proceeds
promptly and with due diligence with its remedies under its mortgage on the
leasehold estate and thereafter prosecutes the same with all due diligence;
and (b) there is timely paid to Lessor the rent, additional rent and other
sums which have, or may, become due and payable during said period of time
and as the same become due and payable, and all other terms and provisions of
this Lease are duly complied with.

Section 13.10.  No Voluntary Surrender of Leasehold Estate Without Consent of
Leasehold Mortgagee.  So long as there exists any unpaid or undischarged
Leasehold Mortgage on the estate of Lessee created hereby, Lessor expressly
agrees for the benefit of such Leasehold Mortgagee that it will not accept a
voluntary surrender of the Leased Premises or a cancellation of this Lease
from Lessee prior to the termination of this Lease without the written
consent of the Leasehold Mortgagee, and Lessor and Lessee hereby agree for
the benefit of any Leasehold Mortgagee that they will not subordinate this
Lease to any mortgage that may hereafter be placed on the fee or amend or
alter any terms or provisions of this Lease or consent to any prepayment of
any rental or additional rental without securing the written consent thereto
of any such Leasehold Mortgagee.  Nothing contained herein shall be construed
to limit the right of Lessor to sell or pledge its rights hereunder,
including but not limited to the right to receive rent pursuant to Article IV
hereof, without the prior consent or permission of any person.

                                 ARTICLE XIV

                              Leasehold Mortgage

Section 14.01.  Rights of Leasehold Mortgagee.

A.  Lessee may, without Lessor's consent, mortgage, pledge, grant deeds of
trust, or otherwise encumber the leasehold estate created hereby and all or
any portion of the right, title and interest of Lessee hereunder, and assign,
hypothecate or pledge the same, as security for the payment of any debt to
any holder or beneficiary of a deed of trust or mortgage securing the payment
of indebtedness to Leasehold Mortgagee; provided, that no mortgagee, trustee,
or other person claiming by, through or under any instrument creating any
such encumbrance shall by virtue thereof acquire any greater right in the
Leased Premises than Lessee then had under this Lease, except for the right
expressly granted to such mortgagee, trustee or other person under the terms
of this Lease; and provided further, that such mortgage, deed of trust or
other instrument of encumbrance, and the indebtedness secured thereby, shall
at all times be and remain subject to all of the conditions, covenants and
obligations of this Lease and to all of the rights of Lessor hereunder.  As
to any such Leasehold Mortgage Lessor consents to provisions therein, at the
option of Lessee, (a) for an assignment of Lessee's share of the net proceeds
from any award or other compensation resulting from a total or partial (other
than temporary) taking as set forth in Article X of this Lease, (b) for the
entry of any Leasehold Mortgagee upon the Leased Premises during business
hours, without notice to Lessor or Lessee, to view the state of the Leased
Premises, (c) that a default by Lessee under this Lease shall constitute a
default under any such leasehold mortgage, (d) for an assignment of Lessee's
right, if any, to terminate, cancel, modify, change, supplement, alter or
amend this Lease, (e) for an assignment of any sublease to which any such
leasehold mortgage is subordinated, subject to the rights of Lessor
hereunder, and (f) effective upon any default in any such leasehold mortgage,
(i) for the foreclosure of the Leasehold Mortgage pursuant to a power of sale
by judicial proceedings or other lawful means and the subsequent sale of the
leasehold estate to the purchaser at the foreclosure sale and a sale by such
purchaser or a sale by any subsequent purchaser, (ii) for the appointment of
a receiver, irrespective of whether any Leasehold Mortgagee accelerates the
maturity of all indebtedness secured by the Leasehold Mortgage, (iii) for the
rights of the Leasehold Mortgagee or the receiver to enter and take
possession of the Leased Premises, to manage and operate the same, to collect
the subrentals, issues and profits therefrom (subject to the rights of Lessor
hereunder), and to cure any default under the Leasehold Mortgage or any
default by Lessee under this Lease, and (iv) for an assignment of Lessee's
right, title and interest in and to the premiums for or dividends upon any
insurance required by the terms of this Lease, as well as in all refunds or
rebates of taxes or assessments upon or other charges against the Leased
Premises, whether paid or to be paid.

B.  If at any time after the execution and recordation of any such mortgage
or deed of trust, the mortgagee or trustee therein shall notify Lessor in
writing that any such mortgage or deed of trust has been given and executed
by Lessee, and shall at the same time furnish Lessor with the address to
which it desires copies of notices to be mailed, or designate some person or
corporation as its agent and representative for the purpose of receiving
copies of notices, Lessor hereby agrees that it will thereafter mail to such
mortgagee or trustee and to the agent or representative so designated by such
mortgagee or trustee, at the address so given, duplicate copies of any and
all notices in writing which Lessor may from time to time give or serve upon
Lessee under and pursuant to the terms and provisions of this Lease.

Section 14.02.  Liability of Leasehold Mortgagee.  No Leasehold Mortgagee
shall be or become liable to Lessor as an assignee of this Lease or otherwise
until it expressly assumes by written instrument such liability, and no
assumption shall be inferred or result from foreclosure or other appropriate
proceedings in the nature thereof or as the result of any other action or
remedy provided for by any mortgage or deed of trust or other instrument
executed in connection with such leasehold mortgage or from a conveyance from
Lessee pursuant to which the purchaser at foreclosure or grantee shall
acquire the rights and interests of Lessee under the terms of this Lease.

                                  ARTICLE XV

                        Attorney's Fees; Lessor's Lien

Section 15.01.  Attorney's Fees.  If on account of any breach or default by
either party hereunder, it shall become necessary for the other party hereto
to employ an attorney to enforce or defend any of said party's rights or
remedies hereunder, and should such party prevail in a final judgment, the
party against whom enforcement was sought shall pay to the other party any
reasonable attorney's fees incurred by reason of such proceedings.

Section 15.02.  Lessor's Lien.  In addition to the statutory landlord's lien,
Lessor shall have at all times, and Lessee does hereby grant to Lessor, a
valid contractual lien upon and a security interest upon all goods, wares,
equipment, fixtures, furniture and other personal property of Lessee
presently or which may hereafter be situated on the Leased Premises and all
proceeds therefrom to secure the payment by Lessee of all rentals and other
sums of money due hereunder, and such property shall not be removed therefrom
without the consent of Lessor until all arrearages in rent, as well as any
and all other sums of money then due to Lessor hereunder, shall first have
been paid and discharged.  Upon the occurrence of an event of default by
Lessee, Lessor may sell any and all improvements, goods, wares, equipment,
fixtures, furniture and other personal property of Lessee situated on the
Leased Premises at one or more public or private sales after giving Lessee
reasonable notice of the time and place of any public sale or sales or of the
time after which any private sale or sales are to be made, with or without
having such property at the sale, at which Lessor or its assigns may purchase
property to be sold, being the highest bidder therefor.  The requirement of
reasonable notice to Lessee hereunder shall be met if such notice is given in
the manner prescribed in Section 18.06 of this Lease at least ten (10) days
before the time of sale.  The proceeds from any such disposition less any and
all expenses connected with the taking of possession, holding and selling of
the property (including reasonable attorney's fees and legal expenses) shall
be applied as a credit against any sums due by Lessee to Lessor.  Any surplus
shall be paid to Lessee or as otherwise required by law.  Upon request by
Lessor, Lessee agrees to execute and deliver to Lessor a financing statement
in form sufficient to perfect the security interest of Lessor in the
aforesaid property and proceeds under the provisions of the Uniform
Commercial Code in force in the state in which the Leased Premises are
located.  Notwithstanding anything to the contrary stated herein, the
statutory lien of Lessor and the landlord's lien and security interest
granted in this paragraph are subject and subordinate to the rights, if any,
of the holder of any indebtedness secured by Lessee's leasehold interest in
the Leased Premises or in equipment or other property located thereon, and
Lessor agrees to execute such additional documents as shall be necessary to
effect or evidence such subordination.

                                 ARTICLE XVI

                               Renewal Options

Section 16.01.  Option to Renew.  Lessee shall have, and is hereby given, two
(2) five (5) year options (the "Options") to renew and to extend the Term of
this Lease, such Options to follow consecutively upon the expiration of the
Term of this Lease, provided that at the time that each option to renew is
exercised, this Lease shall be in full force and effect and Lessee shall not
be in default hereunder.  Each Option shall be for a term of five (5) years
(the "Renewal Term").  The Option shall be exercised by Lessee's giving to
Lessor written notice of its intention to renew and extend the Term of this
Lease at least three (3) months before the expiration date of the initial
Term of this Lease and any Renewal Term thereof.  The renewal and extension
of this Lease for the Renewal Term shall be on and under the same covenants,
agreements, terms, provisions and conditions as are contained herein for the
initial Term of this Lease, except that rental shall be computed in the
manner set forth in Section 16.02 below.  Any termination of this Lease
during the initial Term shall terminate all rights of renewal and extension
set forth herein.

Section 16.02.  Adjustment to Monthly Rental.  Commencing with the first
(1st) day of the first calendar month of each Renewal Term, the applicable
rental for each calendar month during such Renewal Term shall be equal to the
Monthly Rent multiplied by the percentage of increase by which the Consumer
Price Index in the calendar month three (3) months preceding the first month
of the Renewal Term exceeds the Consumer Price Index in December 1997;
provided, however, that in no event shall such adjusted rental for the
Renewal Term be less than the rental payable during the initial Term.
"Consumer Price Index" shall mean the Consumer Price Index for Urban Wage
Earners and Clerical Workers-All Items (Base Year 1967) of the United States
Bureau of Labor Statistics.  If the manner in which such Consumer Price Index
is determined by the Bureau of Labor Statistics shall be substantially
revised, an adjustment shall be made in such revised index which would
produce results equivalent, as nearly as possible, to those which would have
been obtained if the Consumer Price Index had not been revised.  If the
Consumer Price Index shall become unavailable to the public because
publication is discontinued, or otherwise, Lessor will substitute therefor a
comparable index based upon changes in the cost of living or purchasing power
of the consumer dollar published by any other governmental agency or, if no
such index shall be available, then a comparable index published by a major
bank or other financial institution or by a recognized financial publication.

                                 ARTICLE XVII

                            Right of First Refusal

Sectoin 17.01.  As long as Lessee is Lessee under this Lease and provided
Lessee is not in default hereunder, if at any time after the execution of
this Lease, Lessor shall receive a bona fide offer which it is willing to
accept to sell or transfer legal title to the Leased Premises (or any
interest therein) to any person (other than an affiliate, shareholder,
partner, joint venturer, spouse or lineal descendant of Lessor or any trust
for their benefit), Lessor shall, within fifteen (15) days after Lessor's
receipt of the acceptable offer, notify Lessee of the terms of such offer
("Lessor's Offer Notice").  Lessor's Offer Notice shall include the name of
the offeror and the offered consideration and other terms of such offer
(together with a copy of the offer) and Lessee, within ten (10) days after
receipt of Lessor's Offer Notice, shall have the right to purchase the
interest to be sold or transferred on all the other terms and conditions
stated in Lessor's Offer Notice.  Failure of Lessee to exercise such right
within said ten (10) day period shall be deemed a waiver of such right.  Upon
notice from Lessee of its decision not to exercise such right or upon waiver
of the same, Lessor shall be free to consummate the sale or transfer in
accordance with the terms set forth in Lessor's Offer Notice.  In the event
such sale or transfer is not consummated within six (6) months after the date
of the delivery of Lessor's Offer Notice, the right granted to Lessee in this
Article XVII shall be reinstated, and any such subsequent sale or transfer
shall be subject to this right.  Any sale or transfer contemplated by this
Article XVII shall be subject to the provisions of this Lease including,
without limitation, the rights of Lessee contained herein.  Upon Lessee's
exercise of its right of first refusal hereunder, Lessee may assign such
rights to any other person or entity without the consent of Lessor or any
trust for their benefit, but any assignment shall not relieve Lessee of its
obligations hereunder or thereunder.  The right of first refusal herein
granted to Lessee shall not apply to any transfer by Lessor of the Leased
Premises to any affiliate, shareholder, partner, joint venturer, spouse or
lineal descendant of Lessor or any trust for their benefit or to any transfer
by gift, will or the laws of descent and distribution.

                                ARTICLE XVIII

                                Miscellaneous

Section 18.01.  Inspection.  Lessee shall permit Lessor and its agents to
enter into and upon the Leased Premises at all reasonable times and upon
reasonable notice for the purpose of inspecting the same on condition that
Lessee's and Lessee's tenants use and quiet enjoyment of the same is not
interfered with.

Section 18.02.  Estoppel Certificates.  Lessee and Lessor shall, at any time
and from time to time upon not less than ten (10) days' prior request by the
other party, execute, acknowledge, and deliver to Lessor, or Lessee, as the
case may be, a statement in writing certifying that (i) this Lease is
unmodified and in full force and effect (or if there have been any
modifications, that the same are in full force and effect as modified and
stating the modifications) and, if so, the dates to which the fixed rent and
any other charges have been paid in advance, and (ii) that no default
hereunder on the part of the Lessor or Lessee, as the case may be, exists
(except that if any such default does exist, the certifying party shall
specify such default), it being intended that any such statement delivered
pursuant to this Section 18.02 may be relied upon by a prospective purchaser
or encumbrancer (including assignees) of the Leased Premises.

Section 18.03.  Release.  If requested by Lessor, Lessee shall upon
termination of this Lease, execute and deliver to Lessor an appropriate
release, in form proper for recording, of all Lessee's interest in the Leased
Premises, and upon request of Lessee, Lessor will execute and deliver a
written cancellation or termination of Lease in proper form for recording;
provided, that in no event shall any such release, cancellation or
termination constitute a release or relinquishment by either party of his or
its rights against the other party for any amounts payable by such other
party under the terms of this Lease or any damages to which such party is
entitled as a result of any default by the other party hereunder.

Section 18.04.  Lessor's Right to Perform Lessee's Covenants.  If Lessee
shall default in the performance of any of its covenants, obligations or
agreements contained in this Lease, other than the obligation to pay rent,
Lessor after ten (10) days' notice to Lessee, specifying such default (or
shorter notice if any emergency exists), may (but without any obligation so
to do) perform the same for the account and at the expense of Lessee, and the
amount of any payment made or other reasonable expenses, including reasonable
attorneys' fees incurred by Lessor for curing such default, with interest
thereon at the lower of twelve percent (12.0%) per annum or the maximum
amount allowed by law, shall be payable by Lessee to Lessor on demand.

Section 18.05.  Non-Merger.  Unless agreed to in writing by such person,
there shall be no merger of this Lease, the leasehold estate created hereby
or the Improvements with the fee state in and to the Leased Premises by
reason of the fact that this Lease, the leasehold estate created thereby or
the Improvements, or any interest in either thereof, may be held directly or
indirectly by or for the account of any person who shall own the fee estate
in and to the Leased Premises, or any portion thereof, and no such merger
shall occur unless and until all persons at the time having any interest in
the fee estate and all person having any interest in this Lease, the
leasehold estate or the Improvements, including the holder of any mortgage
upon the fee estate in and to the Leased Premises, shall join in a written
instrument effecting such merger.

Section 18.06.  Notices.  Any notice to be given or to be served in
connection with this Lease must be in writing, and may be given by facsimile,
by certified mail, or by overnight delivery service and shall be deemed to
have been given and received upon the earlier of receipt thereof by the
receiving party or on the third business day after a letter containing such
notice, properly addressed, with postage prepaid is deposited in the United
States Mail or given to a nationally recognized overnight delivery service,
addressed as follows:

If to Lessor:

            FFP Properties, L.P.
            Attn:  Lease Administration
            2801 Glenda Avenue
            Fort Worth, Texas
            76117-4391
            Facsimile:  817/838-1871

If to Lessee:

            FFP Operating Partners, L.P.
            Attn:  Contracts Adminstration
            2801 Glenda Avenue
            Fort Worth, Texas
            76117-4391
            Facsimile:  817/838-1871

Each party hereto shall have the right, by giving not less than five (5)
days' prior written notice to the other parties hereto, to change any address
of such party for the purpose of notices under this Section 18.06.

Section 18.07.  Successors and Assigns.  Lessor, as used in this instrument
shall extend to and include any and all persons, whether natural or
artificial who at any time or from time to time during the term of this Lease
shall succeed to the interest and estate of Lessor in the Leased Premises;
and all of the covenants, agreements, conditions and stipulations herein
contained which inure to the benefit of and are binding upon Lessor shall
also inure to the benefit of and shall be, jointly and severally, binding
upon the heirs, executors, administrators, successors, assigns and grantees
of Lessor, and each of them, and any and all persons who at any time or from
time to time during the term of this Lease shall succeed to the interest and
estate of Lessor in the real estate and property hereby demised.  The word
"Lessee" as used in this instrument shall extend to and include any and all
persons, whether natural or artificial, who at any time or from time to time
during the term of this Lease shall succeed to the interest and estate of
Lessee hereunder and all of the covenants, agreements, conditions and
stipulations herein contained which inure to the benefit of or are binding
upon Lessee shall also inure to the benefit of and be jointly and severally
binding upon the successors, assigns, or other representatives of Lessee, and
of any and all persons who shall at any time or from time to time during the
term of this Lease succeed to the interest and estate of Lessee hereby
created in the Leased Premises.  Lessee shall have the right to assign this
Lease to any person or entity.

Section 18.08.  Modifications.  This Lease may be modified only by written
agreement signed by the Lessor and Lessee.

Section 18.09.  Descriptive Headings.  The descriptive headings of this Lease
are inserted for convenience in reference only and do not in any way limit or
amplify the terms and provisions of this Lease.

Section 18.10.  No Joint Venture.  The relationship between Lessor and Lessee
at all times shall remain solely that of landlord and tenant and shall not be
deemed a partnership or joint venture.

Section 18.11.  Arbitration.  Wherever in this Lease it is provided that any
question shall be determined by arbitration, such question shall be settled
and finally determined by arbitration in accordance with the rules then in
effect of the American Arbitration Association, or its successors, and the
judgment upon the award rendered may be entered in any court having
jurisdiction thereover.  Such arbitration shall be held in the City of Fort
Worth, Texas.  The number of arbitrators to be appointed shall be three (3).
The arbitrators shall have at least five (5) years experience in real estate
in the area where the Leased Premises is located and shall not be related to
either party.  The parties to the arbitration, in addition to the rights
granted under the rules of the Association, shall have the right to offer
evidence and testify at the hearings and cross-examine witnesses.  The cost
of such arbitration shall be split equally between the parties.

Section 18.12.  Memorandum of Lease.  Lessor and Lessee agree that they
shall, at any time at the request of the other, promptly execute a memorandum
or short form of this Lease, in recordable form, setting forth a description
of the Leased Premises, the term of this Lease, and any other provisions
herein, or the substance thereof, as either party desires.

Section 18.13.  Partial Invalidity.  If any term or provision of this Lease
or the application thereof to any person or circumstance shall to any extent
be invalid or unenforceable, the remainder of this Lease, or the application
of such term or provision to any person or circumstances other than those as
to which it is invalid or unenforceable, shall not be affected thereby, and
each term of this Lease shall be valid and be in force to the fullest extent
permitted by law.

Section 18.14.  Holding Over.  Subject to the rights and remedies of Lessor
as set forth in Section 11.02 hereof and in addition thereto, in case of
holding over by Lessee after expiration or termination of the Term of this
Lease, Lessee shall pay monthly, as rent, an amount equal to 125% of the
amount of Monthly Rent under Section 4.01 hereof during each month or partial
month of the holdover period.  No holding over by Lessee after the Term of
this Lease, either with or without consent and acquiescence of Lessor, shall
operate to extend the Lease for a longer period than one month unless (a) a
holdover agreement in writing specifies a longer period or (b) this Lease is
extended in writing; and any holding over without consent of Lessor in
writing shall thereafter constitute this Lease a lease from month to month.
In the event of any unauthorized holding over, Lessee shall indemnify Lessor
against all claims for damages by any other tenant or prospective tenant to
whom Lessor may have leased all or any part of the Leased Premises, resulting
from delay by Lessor in delivering possession of all or any part of the
Leased Premises.

Section 18.15.  Lessor Default.  In the event of any default hereunder by
Lessor, Lessee may, if such default continues after a reasonable notice
period following receipt of written notice thereof to Lessor, cure such
default for the account and at the expense of Lessor.  If Lessee at any time
after the expiration of such curative period by reason of such breach, is
compelled to pay, or elects to pay, any sum of money or do any act which will
require the payment of any sum of money, or is compelled to incur any
expense, including reasonable attorney's fees, in instituting, prosecuting
and/or defending any action or proceeding to enforce Lessee's rights
hereunder or otherwise, the sum or sums so paid by Lessee, with all interest,
costs and damages, shall on demand be paid by Lessor to Lessee but Lessee
shall have no right to offset any such sums against any amounts which may be
due to Lessor hereunder.

Section 18.16.  Lessor Covenant.  Lessor shall pay when due all principal and
interest on any mortgage or superior lease to which this Lease is subordinate
or subordinated, and shall pay or discharge (by bonding or otherwise) all
valid mechanic's liens filed against the Leased Premises by reasons of any
construction by Lessor.

Section 18.17.  Sublease.  If this Lease is in fact a sublease, Lessee
accepts this Lease subject to all of the terms and conditions of the
underlying lease under which Lessor holds the Leased Premises as lessee.
Lessee covenants that it will do no act or thing which would constitute a
violation by Lessor of its obligation under such underlying lease; provided,
however, that Lessee's agreement in this regard is premised on Lessor's
assurances to the effect that the terms of this Lease do not violate such
underlying lease.

Section 18.18.  Net Lease.  It is understood and agreed that this Lease
Agreement is intended to be a net lease.  It is the intention of the parties
that Lessor shall receive the Monthly Rent hereunder free from all charges
and expenses imposed upon or by reason of the Leased Premises and the
ownership thereof by Lessor.

Section 18.19.  Venue.  This Lease is entered into in Tarrant County, Texas,
and is performable and enforceable in that county.

IN WITNESS WHEREOF, the parties have executed this instrument the day and
year first above written.

                  LESSOR:

                  FFP PROPERTIES, L.P.

                  By:  FFP Partners, L.P.
                        its sole general partner


                        By:  FFP Real Estate Trust
                              its sole general partner


                              By: ______________________________
                                    [Name and Title]



                  LESSEE:

                  FFP OPERATING PARTNERS, L.P.

                  By:   FFP Operating LLC
                        its sole general partner


                        By: __________________________________
                              [Name and Title]

===============================================================================

THE STATE OF TEXAS

COUNTY OF TARRANT

      This instrument was acknowledged before me on ___________________,
1998, by
________________________________________________________________ the
___________________________ of FFP Real Estate Trust who stated that the same
was signed in the capacity and for the purposes indicated therein.

                  _________________________________________
                  Notary Public, State of Texas
                  Commission Expires: _______________________
                  Printed Name: _____________________________


THE STATE OF TEXAS

COUNTY OF TARRANT

      This instrument was acknowledged before me on ___________________,
1998, by
________________________________________________________________ the
___________________________ of FFP Operating LLC who stated that the same was
signed in the capacity and for the purposes indicated therein.

                  _________________________________________
                  Notary Public, State of Texas
                  Commission Expires: _______________________
                  Printed Name: _____________________________