DOMINO'S PIZZA INTERNATIONAL, INC.
                           MASTER FRANCHISE AGREEMENT
                                   FOR POLAND

      This Second  Amendment is entered into this 21 day of March,  1997, by and
between Domino's Pizza International,  Inc.  ("Franchisor") and QPQ Corporation,
formerly known as International Pizza Corporation ("Master Franchisee").

WHEREAS:

A.    Franchisor and Capital Brands, Inc. f/k/a Capital Acquisitions, Inc. ("Cap
Brands") entered into that certain Master Franchise Agreement dated June 6, 1993
and subsequently  amended on March 5, 1995 ("the MFA") to develop Domino's Pizza
stores in the Republic of Poland and Cap Brands, with the consent of Franchisor,
assigned its rights and obligations thereunder to Master Franchisee;

B.    Franchisor  and Master  Franchisee  desire to modify the provisions of the
MFA, effective as of the date hereof; and

C.    Terms defined in the MFA have the same meaning in this Second Amendment.

      NOW,  THEREFORE,  in consideration  of the mutual  agreements and promises
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      1.    Subject to the conditions set forth below,  Franchisor hereby waives
any and all rights  that it may have under  Section 2.2 of the MFA until July 1,
1997.

      2.    Franchisor's  waiver  is  conditional  upon  the  Master  Franchisee
remaining in good standing with all material obligations under the MFA.

      3.    Master  Franchisee  agrees  that it  shall  attempt  in the next six
months to achieve a recapitalization  at a level which will enable it to satisfy
its obligations under the MFA.

      4.    Franchisor  agrees  that  if  the  Master  Franchisee   completes  a
recapitalization at a level which, in Franchisor's sole discretion,  will enable
it to satisfy its obligations  under the MFA, the Franchisor  shall (i) grant an
additional  six month waiver of its rights under  Section 2.2; and (ii) consider
in good faith an  amendment  to Section 2.2 and to the growth  requirements  set
forth on Schedule  Two to the MFA for the years 1998 through  2003.  The parties
agree,  however that the total stores required by December 31, 2003 shall remain
at 50.





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      5.    The Master Franchisee  acknowledges that if it does not complete the
recapitalization  described above,  within six months from the date hereof,  the
original  growth  clause  as set  forth  in  Section  2.2 of the  MFA  shall  be
reinstated,  and the Master  Franchisee's  failure to be in compliance with such
growth  requirements  shall constitute a default under the MFA and shall entitle
the Franchisor to all default rights described therein.

      6.    The  Master  Franchisee  further  acknowledges  that its  failure to
remain  in  good  standing  with  all  material  obligations  of the  MFA  shall
constitute  a  default  hereunder  and  under  the MFA  and  shall  entitle  the
Franchisor to all default rights described therein.


With the exception of the amendments set forth above, the MFA is hereby ratified
and confirmed by the parties hereto.



QPQ Corporation                              Domino's Pizza International, Inc.

By:  /s/ Mitchell Rubinson                   By:  /s/ Gary McCausland
    -------------------------------              -------------------------------
Title:  President                            Title:  Managing Director
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