Purchase and Sale Agreement

     This Purchase and Sale Agreement is entered into this 11th day of November,
1997  between  E-Z  Serve  Convenience  Stores,  Inc.,  a  Delaware  corporation
(Seller),  whose  address is 2550 North Loop  West,  Suite 600,  Houston,  Texas
77092, and FFP Partners,  L.P., a Delaware limited  partnership  (Buyer),  whose
address is 2801 Glenda Avenue, Fort Worth, Texas 76117-4391.

                                     Recital

     Seller operates one hundred and four (104) convenience  stores at locations
listed on Exhibit "A," attached  hereto.  (The  locations are referred to herein
collectively as  "Locations," or individually as "Location.")  Seller desires to
sell, and Buyer desires to purchase  Seller's fee simple interest in,  leasehold
interest in, and equipment, motor vehicle fuel and merchandise inventory at, the
Locations. Accordingly, the parties agree as follows:

     1.  Assignment and Sale.  Effective as of the date of Closing,  as provided
herein,  Seller (i) agrees to assign and Buyer agrees to take the  assignment of
the leases for the  Locations,  (ii) Seller  agrees to sell and Buyer  agrees to
purchase  Seller's fee simple  interest in the Locations owned by Seller in fee,
and (iii) Seller  agrees to sell,  and Buyer  agrees to purchase  all  equipment
owned by  Seller  at the  Locations,  together  with  all  motor  vehicle  fuel,
merchandise inventory and supplies as provided herein.

     2. Escrow  Deposit.  Upon  execution  of this  agreement  by both Buyer and
Seller, Buyer will deposit with Seller the sum of five-hundred-thousand  dollars
($500,000.00).  Said  deposit  will be held in  escrow  by  Seller  and shall be
credited toward payment of the purchase price as provided herein.

     3.  Purchase  Price and Payment.  Buyer shall pay, at Closing,  as provided
below,   the   sum   of   eight-million   three-hundred-fifty-thousand   dollars
($8,350,000.00)  (identified  herein as the Purchase  Price),  plus the value of
merchandise  inventory and deli  inventory and the "cost to Seller" of the motor
vehicle fuel  inventory at each of the  respective  Locations.  The value of the
merchandise  inventory  for  purposes  of  this  Agreement  is  sixty-eight  and
one-quarter  percent  (68.25%) of the retail price posted thereon,  the value of
deli  inventory  and  related  supplies  (such as cups,  ice,  sacks  and  other
packaging  materials) is Seller's  cost of such items,  provided  however,  that
merchandise  or deli  inventory  or  supplies  which are  shopworn or beyond the
manufacturer's  date for sale  shall be  excluded  from  the  items  being  sold
hereunder.  The  "cost  to  Seller"  of motor  vehicle  fuel  inventory  at each
respective  Location will be determined by grade and is the volume of each grade
of motor fuel at each location multiplied by the price per gallon for such grade
posted on the date of Closing by the last  supplier  of fuel to each  respective
Location prior to the date of closing,  plus transportation,  taxes, and related
fees (i.e.,  the "laid-in  cost") for delivering  said motor vehicle fuel to the
respective  Location.  The  Purchase  Price  shall be  prorated  for each of the
Locations being sold hereunder as provided on Schedule "A," attached hereto, and
shall be payable at the rate  indicated  on Schedule  "A" at the Closing of each
Location.  Payment  for  merchandise  inventory  and motor  vehicle  fuel  shall
likewise be made at the Closing of each  location.  The Escrow  Deposit  held by
Seller  shall be  credited  against the amount due and owing for the last of the
Locations to be closed hereunder. Terms of payment shall be cash, in good funds,
at Closing.

     4. Closing.  Closing shall be on a location by location basis  beginning no
later than December 1, 1997,  and the parties hereto will use their best efforts
to complete the Closing for all  locations no later than  December 19, 1997,  in
accordance  with the schedule to be determined  by the parties  hereto and which
will be attached hereto as Schedule "B," provided however,  that the Closing for
any Locations that are not completed by December 19, 1997,  will be completed as
soon  thereafter as is practical.  A physical  count of  merchandise  inventory,
which  shall be the  basis  for the  value of the  merchandise  inventory  being
purchased  and  sold  for  purposes  of this  Agreement,  shall  be  taken by an
independent  third party inventory firm at each respective  Location on the date
of Closing.  A physical  measurement of the motor vehicle fuel inventory,  which
shall be the  basis  for the  valuation  of such  inventory  at each  respective
Location,  shall  be  taken  on  the  date  of  Closing  in  the  presence  of a
representative  of each party hereto.  Upon  acceptance of the  merchandise  and
motor vehicle fuel inventory count by each party hereto, and payment as provided
above,  Closing shall be deemed to have occurred with respect to that particular
Location,  and  possession  of the  Location  shall  pass from  Seller to Buyer.
Notwithstanding  anything  herein to the  contrary,  Buyer may elect to postpone
Closing on any Location at which landlord approval is required for assignment of
the lease  agreement  respecting  that Location,  and said approval has not been
obtained by the date of Closing.

     5. Title.  Seller shall convey title to those  Locations owned by Seller in
fee free and clear of all encumbrances except easements of record, taxes accrued
but not yet payable, and standard exceptions contained on the printed form of an
Owner's  Title  Insurance   Policy.   The  foregoing,   along  with  such  other
encumbrances as Buyer may accept shall be Permitted Exceptions.

     6. Title  Commitment  and Policy.  Seller will furnish Buyer with copies of
any Title  Insurance  Policies  and Surveys  covering  Locations  held in fee by
Seller.  Buyer  may,  at its own cost  and  expense,  obtain  an  Owner's  Title
Insurance Policy and/or Survey.  Buyer shall have ten (10) days from the date of
receipt of title policy  commitments to object to any matter  involving title to
any  Location.  Should Buyer fail to object to any such  matter,  Buyer shall be
deemed to have  accepted same and it will become a Permitted  Exception.  Seller
may,  within ten (10) days after  receipt of  objections  by Buyer to any matter
involving  title to a Location,  have items to which Buyer validly objects cured
or removed, but Seller shall not be required to do so. In the event Seller fails
to cure any matter to which Buyer validly objects, Buyer may elect to cancel and
terminate  this  Agreement  with  respect to that  particular  Location  and the
Purchase Price shall be reduced by the amount set forth on Schedule "A" for such
location.

     7. Licenses.  Seller will cooperate with Buyer in transferring any business
licenses or permits which are  transferable  with respect to the business  being
conducted at the Locations.

     8. Items to be Furnished by Seller. Upon execution of this Agreement Seller
will provide Buyer with the following:

     a. Copies of the real estate and equipment leases and all addendums thereto
for the Locations.

     b. A list of all licenses and operating permits for the Locations.

     c. Copies of pest control, security, and waste management contracts for the
Locations, or in lieu thereof, a schedule of payments made pursuant to each such
contract.

     d.  Copies of all  contracts  and  agreements  related  to pay  telephones,
fountain beverage machines,  vacuum and tire inflation equipment,  and any other
equipment for the Locations.

     e. Copies of any franchise  agreements  for fast food and other services at
the Locations.

     f.  Lists of Seller  owned  equipment  and  leasehold  improvements  at the
Locations.

     g. Lists of vendor owned equipment at the Locations.

     h.  Copies of any other  material  agreements  or  contacts  affecting  the
Locations.

     The  information  delivered  pursuant to items c, d, e, f, and g above,  is
intended to substantially  approximate the universe of contractual  arrangements
and type and  ownership of  equipment,  and is not  warranted to be a definitive
list of every  contractual  arrangement or item of equipment but is warranted to
include all material agreements or contacts affecting the Locations.  At Closing
Seller will furnish  assignment  documents for the leased  Locations,  a general
warranty  deed for each fee  Location,  and Closing  statements  for each of the
Locations.

     9. Buyer's Inspection.

     a. Seller hereby grants to Buyer and its employees and  representatives the
right to enter  upon the  Locations  and make,  or cause to be made,  at Buyer's
expense, such surveys, investigations,  engineering tests, or any other tests it
may desire;  provided however,  any such surveys,  investigations or tests shall
not unreasonably  disrupt,  hinder, or interfere with the leasehold rights of or
continuous  orderly  operation  of any of the  business  being  conducted at the
Locations.  Buyer shall defend  Seller  against,  and  indemnify and hold Seller
harmless from the conditions of being liable,  and ultimate  liability,  for any
mechanics' or  materialman's  claims of liens, by whomsoever  made, or injury to
persons  including  death,  caused by entry by Buyer or any of its  employees or
representatives  onto  the  Locations,   or  the  performance  of  the  surveys,
investigations,  and tests provided for herein. Buyer shall undertake any action
necessary to release or discharge any such claims of liens made or filed against
Seller or the Locations.

     b. Seller  agrees to permit  Buyer and its  employees  and  representatives
access to books and records relating to the Locations and to provide  reasonable
assistance to Buyer and its employees and  representatives in the extraction and
preparation  of  financial  information  relating to the  Locations  that may be
required in order for Buyer to fulfill any regulatory reporting requirements.

     10. Environmental Matters.

     (a) Seller  warrants that its operations have been conducted in a manner so
as to maintain  eligibility for  participation in the any  governmental  program
established  for  remediation of hydrocarbon  contamination  at each  respective
Location.  Seller will make all records  pertaining to the motor fuel  operation
and  compliance  with  environmental  rules  and  regulations  at the  Locations
available  to Buyer.  Schedules  "C" and "C-1,"  attached  hereto,  list the (i)
Locations which are presently undergoing remediation,  (ii) Locations which have
been  granted  "no  further  action"  status by  applicable  authorities,  (iii)
Locations at which no  hydrocarbon  contamination  has been  detected,  and (iv)
Locations which have not been tested for hydrocarbon contamination.  Seller will
conduct testing at all Locations listed under category (iv), above, and will use
its best  efforts to complete  such  testing  prior to the Closing for each such
Location.  However,  if such testing is not  completed  prior to the Closing for
each respective location, Seller will complete the testing as soon thereafter as
is practical.  And in any event,  those Locations  which require  remediation of
hydrocarbon  contamination  will be added to Seller's ECA  Contract,  as defined
below,  and  Seller  will  be  responsible  for  the  initial  "deductible"  for
remediation  work which is not reimbursed by the applicable  governmental  trust
fund.

     (b) Seller has  entered  into a contract  for  remediation  of  hydrocarbon
contamination  with  Environmental   Corporation  of  America,  Inc.  (the  "ECA
Contract"),  a copy of which is attached as Schedule  "D,"  hereto.  Seller will
assign the ECA Contract to Buyer,  insofar as it applies to the  Locations,  and
Buyer will assume the  responsibility for completion of remediation as the owner
or operator of the Locations, and pursuant to the terms of the ECA Contract.

     11.  Specific  Performance.  It is  understood  that  the  Locations  being
transferred hereunder constitute an operating unit to Seller. It is therefore of
critical  importance  to Seller  that all of the  Locations  be  transferred  as
provided herein.  If for any reason other than (i) a breach of this Agreement by
Seller,  or  (ii)  refusal  of the  landlord  to  grant  permission  to a  lease
assignment,  where such is required by the lease,  or (iii)  termination as to a
particular Location under Section 6 hereof, Buyer refuses to accept the transfer
of any of the  Locations,  Seller  may, at its option,  proceed  with  enforcing
specific  performance  of this  Agreement  together with  reimbursement  for all
additional expenses and fees caused by Buyer's failure to proceed.

     12. Purchase Options for Specific Locations. On or before the first Closing
date as set forth on Schedule "B" for any  Location,  Seller  agrees to exercise
binding  options as  provided  in the lease  agreement  to  purchase  in fee the
Locations  referred to on Exhibit "A" as Store No. 3019, 3021, 3628, 3629, 3630,
and 3631 for  one-hundred-thousand  dollars  ($100,000.00)  each. Buyer will pay
Seller six-hundred-thousand dollars ($600,000.00) at the closing of the purchase
in fee and said  payment  will be in  addition  to the  Purchase  Price.  In the
interim  between  the  regularly  scheduled  Closing of this  Agreement  and the
closing of the fee  purchase,  Buyer will  operate  the  aforementioned  six (6)
locations under a management  agreement  which is mutually  acceptable to Seller
and Buyer.

     13. Condition of Equipment.  All equipment and leasehold improvements owned
by Seller and being  transferred  hereunder are used, and  transferred  "AS IS."
Seller makes no warranties  whatsoever,  except warranty of title, and that said
equipment and  improvements  are in reasonable  operating  condition and working
order at the time of Closing.

     14. Vendor Owned Equipment.  It is understood that certain equipment at the
Locations may be supplied by various  vendors as a result of doing business with
Seller.  Seller makes no warranty that the vendors will permit such equipment to
remain,  and  Buyer  understands  that  it  will be  Buyer's  responsibility  to
negotiate such ongoing  arrangements as it may desire. Buyer agrees to honor all
remaining  commitments of Seller for pest control,  security,  and waste removal
services  furnished  to the  Locations.  Buyer will further  assume  contractual
arrangements for pay telephones,  fountain  beverage  machines,  vacuum and tire
inflation equipment,  and franchise agreements for fast food and other services,
and/or arrangements relating to the Locations.

     15.  Arrangements  with  Petroleum  Vendors.  Buyer  will  assume  Seller's
arrangements  with the CITGO Oil Company for  supplying  motor  vehicle  fuel to
certain of the Locations,  copies of which are attached as Schedule "E," hereto.
It is understood that Buyer will be required to make arrangements with petroleum
vendors  for  continuation  of  motor  vehicle  fuel  deliveries  to  all  other
Locations.

     16. Intellectual Property.

     a. The sales and transfers covered by this Agreement  specifically  exclude
trade names, trademarks, trade dress, and other intellectual property of Seller.
All sign faces, drink cups, and other merchandise  bearing a Seller trademark or
copyright shall be removed by Seller and not be a part of this transaction.  All
computer software at the Locations which is not covered by an assignable license
shall not be  included  herein  and shall not be  transferred  hereunder.  Buyer
warrants  that it will  not in any way  convey  to any  person  that it is doing
business as, or is affiliated with, Seller.

     b. All computer hardware,  printers, and computer software which is covered
by an assignable  license are included under this Agreement and Seller will take
such steps as are necessary to assign the licenses to such software to Buyer.

     17.  Employees  of  Seller.  Employees  at each of the  Locations  shall be
terminated  by Seller as of the  respective  date of  Closing.  Buyer  will make
reasonable  efforts,  but is under no  obligation,  to employ  those  persons in
connection with its continuation of the convenience store businesses.

     18.  Indemnification.  Buyer agrees to defend,  indemnify,  and hold Seller
harmless  from all claims,  judgments,  expenses,  and fees in any way connected
with the  Locations  subsequent  to the  Closing  of the sale of the  respective
Locations,  and Buyer's breach of any terms or conditions of this agreement. The
indemnification includes,  without limitation thereto, leasehold matters. Seller
agrees to defend, indemnify, and hold Buyer harmless from all claims, judgments,
expenses,  and fees in any way connected  with the Locations  that arise from or
are in  connection  with events  occurring or conditions  existing  prior to the
Closing of the sale of the  respective  Locations,  and  Seller's  breach of any
terms or conditions of this agreement.

     19.  Assignment.  This  Agreement  may be assigned by Buyer  provided  said
assignee  agrees in writing in a form and  content  reasonably  satisfactory  to
Seller  to be  bound by all of the  terms  and  conditions  hereof  and  further
provided that,  notwithstanding  anything to the contrary,  said assignment will
not relieve Buyer from the obligations assumed by it under this Agreement.

     20. Bulk Sales  Waiver.  The parties  hereto agree to waive  compliance  by
Seller with Bulk Sales statutes applicable to the transactions  outlined herein,
provided that Seller agrees to defend, hold harmless and indemnify Buyer against
any claims,  judgments,  expenses and fees in any way connected with the failure
by Seller to comply with said Bulk Sales statutes.

     21. Rents and Taxes. All rents,  ad-valorem taxes, and special  assessments
in the nature of taxes  which are  payable by the lessee  under the leases to be
assigned  hereunder,  shall be pro-rated  as of the date of Closing.  Ad-valorem
taxes and  special  assessments  in the  nature of taxes for the fee  properties
which are  being  transferred  hereunder  shall be  pro-rated  as of the date of
Closing.  Seller shall receive credit for rents,  taxes, and special assessments
paid by Seller that are  applicable to periods  beyond the Closing date.  Seller
shall reimburse  Buyer for any rents,  taxes,  or special  assessments  that are
applicable to periods  prior to the Closing date,  but which are not yet due and
payable.  Tax and  special  assessment  calculations  which  are not yet due and
payable shall be based upon the most recent payments of same.

     22.  Notices.  All notices and demands herein required shall be in writing.
Notice shall be by facsimile,  and confirmed by certified  United States mail or
by overnight courier service, to the parties as follows:

           Seller:           E-Z Serve Convenience Stores, Inc.
                             Attention:  H. E. Lambert
                             2550 North Loop West, Suite 600
                             Houston, Texas
                             77092
                             Facsimile:  703.684.4367

           Buyer:            FFP Partners, L.P.
                             Attention:  President
                             2801 Glenda Avenue
                             Fort Worth, Texas
                             76117-4391
                             Facsimile:  817.838.1871

     23. Entire  Agreement.  This writing embodies the entire agreement  between
the parties and supersedes all prior offers and understandings, if any, relating
to the Locations,  and may be amended or  supplemented  only by an instrument in
writing executed by both parties hereto.

     24.  Validity.  If any provision of this  Agreement,  except the provisions
relating to Seller's  obligation to convey the Locations and Buyer's  obligation
to pay the purchase  price,  the  invalidity of either of which shall cause this
Agreement to be null and void in its entirety,  is held to be illegal,  invalid,
or  unenforceable  under present and future laws,  such provision shall be fully
severable;  this  Agreement  shall be construed and enforced as if such illegal,
invalid,  or  unenforceable  provision  had  never  comprised  a  part  of  this
Agreement;  and the remaining  provisions of this Agreement shall remain in full
force  and  effect  and  shall  not be  affected  by the  illegal,  invalid,  or
unenforceable provision or by its severance from this Agreement.

     25. Identical  Counterparts.  This Agreement may be executed in a number of
identical  counterparts.  If so  executed,  each of such  counterparts  is to be
deemed  an  original  for  all  purposes,   and  all  such  counterparts   shall
collectively  constitute one Agreement.  In making proof of this  Agreement,  it
shall not be necessary to produce or account for more than one such  counterpart
except that any such  counterpart  must be signed by the party from which relief
is sought.

     26. Time of Essence. The obligations and undertakings of the parties hereto
shall be performed  within the time specified  therefor,  and failure to perform
within such time shall  constitute  an event of default on the part of the party
which fails to perform.

     27.  Survival.  The  representations  and warranties of the parties,  shall
survive the Closing of this Agreement.

     28. Seller's  Warranties.  Seller warrants that (i) it is not in default of
any leases to be assigned  hereunder and knows of no  circumstances  which would
give rise to a default,  (ii) it will operate the Locations in the normal course
of  business  from the date hereof  through  the date of  Closing,  (iii) it has
operated the Locations in accordance  with all applicable  laws and  regulations
excepting  matters which would not have a material  adverse affect,  (iv) it has
full power and authority to enter into this Agreement and to transfer the assets
subject to this Agreement free and clear of any liens or  encumbrances,  (v) all
agreements  to be  assumed  by Buyer  hereunder  have been  entered  into in the
ordinary course of business,  and are usual and customary for agreements  within
the convenience store industry, and (vi) all information regarding the Locations
provided to Buyer prior to and after the execution of this Agreement is and will
be true and complete and does not or will not omit any information  necessary to
make the information provided not misleading.

     29. Buyer's Warranties. Buyer warrants that it has full power and authority
to enter  into  this  Agreement  and to  purchase  the  assets  subject  to this
Agreement.

     30. Offer and  Acceptance.  Furnishing this document for purposes of review
and negotiation does not constitute an offer. Seller  specifically  reserves the
right to withdraw from  negotiations  at any time prior to the execution of this
Agreement by both parties, whether for the purpose of entering into an Agreement
with another party on identical or different terms, or withdrawing the Locations
from sale. Buyer may similarly  withdraw from  negotiations at any time prior to
the execution of this Agreement by both parties hereto.

     31.  Announcements.  Buyer and Seller each acknowledge that the other is an
affiliate of a company whose equity interests are publicly held and, as such, is
under certain restrictions  regarding the disclosure of negotiations and/or sale
agreements. Buyer and Seller will each maintain strict confidentiality regarding
all matters in connection with this Agreement and the negotiation hereof.  Buyer
and Seller will cooperate with each other regarding such announcements as either
may make in connection herewith.

     32. Mutual  Cooperation.  The parties will cooperate in the preparation and
execution of additional  documents,  or in taking such additional actions as may
be necessary, to carry out the intent of this Agreement.

     In witness  whereof,  the  parties  hereto  have  caused  their names to be
affixed below effective as of the date first written above.

Attest:                              E-Z Serve Convenience Stores, Inc.


/s/Terri L. Stromatt                 By: /s/H. E. Lambert
Asst. Secretary                          H.E. Lambert
                                         Printed name
                                         V.P.
                                         Title


                                     FFP Partners, L.P.

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


/s/Steven B. Hawkins                      By: /s/John H. Harvison
Steven B. Hawkins                             John H. Harvison
Secretary                                     Chairman of the Board