<PAGE>
 
                     OPERATING AGREEMENT BY AMERIKING, INC
                     NATIONAL RESTAURANT ENTERPRISES, INC.
                                AND SUBSIDIARIES

      THIS AGREEMENT is made as of the 3rd day of December, 1996, by and among
AmeriKing, Inc., a Delaware corporation formerly known as NRE Holdings, Inc.
("Parent"), National Restaurant Enterprises, Inc., a Delaware corporation
("NRE"), the subsidiary corporations of NRE and Parent identified on Schedule 1
to this Agreement (collectively, the "Subsidiaries"), and Burger King
Corporation, a Florida corporation ("BKC"). NRF and the Subsidiaries are also
referred to individually as "Franchisee" and collectively as "Franchisees."

      1. Basis and Purpose. Each of the Franchisees is the franchisee pursuant
to certain Franchise Agreements (collectively, the "Franchise Agreements") with
BKC, its predecessors and assigns, for the operation of certain Burger King(R)
Restaurants (the "Restaurants"). With respect to certain of the Restaurants,
certain of the Franchisees are also the lessee (or the parent company of the
lessee) under certain lease agreements with BKC (collectively, the "Leases") for
the premises of the Restaurants. NRE owns all of the issued and outstanding
shares of stock of the Subsidiaries, and Parent owns all of the issued and
outstanding shares of the stock of NRE.

            Parent has proposed making certain material changes to its capital
structure (the "Recapitalization"), as reflected in the pro forma financial
statements (the "Pro Forma") submitted to BKC by AmeriKing on November 6, 1996
and as further outlined in certain materials (as updated from time to time, the
"Registration Statement") filed by AmeriKing with the U.S. Securities and
Exchange Commission ("SEC"). Under the Recapitalization, AmeriKing will issue
SEC-registered "Senior Notes" for the principal amount of $100 million, due in
10 years, and concurrently issue SEC-registered "Units" comprised of "Senior
Preferred Stock" due in 2008 with an aggregate liquidation preference of $30
million and detachable shares of common stock. The proceeds of these concurrent
offerings (the "Offerings") are to be used chiefly for the repayment of current
debt of AmeriKing and subsidiaries. Because interest only is payable on the
Senior Notes until they become due, and because dividends on the Senior
Preferred are intended to be paid in kind for the first five years, the Pro
Forma shows a cash flow for the period covered that is significantly enhanced as
compared to cash flow under the existing capital structure of Parent and the
Franchisees. Under the Pro Forma, the cash flow is applied toward the
development of new restaurants.

            Parent and the Franchisees desire to expand in terms of the number
of Burger King(R) restaurants that the Franchisees are franchised to own and
operate, and have asked BKC whether, and on what terms and conditions, BKC would
be willing to give the Franchisees financial approval to develop certain
additional restaurants after the Recapitalization. Such financial approval is a
condition (but not the only condition) to the Franchisees obtaining approval to
obtain additional franchises from BKC. Although BKC approves (and disapproves)
<PAGE>
 
applications for franchises in its sole discretion, it has developed general
guidelines (which may be modified from time to time by BKC in its sole
discretion) that it uses to determine whether a franchisee may be granted the
financial approval necessary to obtain additional franchises, and has the right
to impose conditions on the grant of franchises. Based on the Recapitalization
as reflected in the Pro Forma, BKC is prepared to grant Franchisees certain
financial approvals on an exception basis, subject to conditions set forth in
this Agreement.

      2. Advertising/Investment Spending. Each of the Franchisees must spend
funds on advertising and promotion in addition to making the advertising
contribution to BKC (currently equal to 4% of gross sales) required under the
Franchise Agreements. This "Supplemental Advertising Expenditure" will be in
amount equal to the greater of 1% of "Gross Sales" (as that term is defined in
the Franchise Agreements) or such other percentage of Gross Sales then being
proposed by BKC as the "Investment Spending" contribution for the applicable
marketing areas in which the Franchisees are operating from time to time,
provided that the amount in excess of 1% of Gross Sales shall only be required
to be expended to the extent that other franchisees operating in the same
marketing area (as defined in terms of "area of dominant influence," or "ADI")
are also contributing at that level in excess of 1%. "Investment Spending"
refers to the programs for funding additional advertising within the various
ADIs, that are developed by BKC from time to time (generally on an annual basis)
and proposed to the franchisees operating with the respective ADIs for purposes
of obtaining their commitment to the proposed level of additional advertising
expenditure.

            In recognition of the significant benefits that additional
advertising can confer upon the Burger King(R) system and the Restaurants within
the system, Parent and each of the Franchisees agree to enthusiastically support
and vote in favor of, and to fully cooperate with BKC in promoting within the
system the benefit of, the Investment Spending proposals advanced by BKC from
time to time, with the goal of maximizing the participation in Investment
Spending by all franchisees operating within the ADIs in which the Franchisees
operate. Each of the Franchisees agrees to participate in each Investment
Spending program proposed by BKC and to execute such contracts as BKC may use
from time to time to evidence the commitment of franchisees to Investment
Spending.

            The Supplemental Advertising Expenditure shall be applied first
toward the obligations of the Franchisees to participate in Investment Spending
programs that have been approved within the applicable ADIs by the required
percentage of votes representing restaurants in that ADI. With respect to each
ADI in which any of the Franchisees operate, if the Investment Spending proposal
by BKC is not approved by the required percentage votes, then each such
Franchisee shall at its election, with respect to that ADI, spend the percentage
of its Gross Sales proposed by BKC as the Investment Spending contribution on
either: (a) the marketing programs contemplated by the proposed Investment
Spending program, notwithstanding that other franchisees are not participating;
or (b) an alternative local and restaurant oriented marketing program that has
been developed by such Franchisee, submitted to the appropriate "marketing
manager" (or person in a similar role) of BKC for approval, and approved by BKC,
which


                                        2
<PAGE>
 
approval shall not be unreasonably withheld. An alternate marketing program
developed by a Franchisee and approved by BKC is referred to as an "Alternative
Marketing Program".

            To the extent a Franchisee's Supplemental Advertising Expenditure
exceeds its obligations to participate in Investment Spending programs, the
excess amount shall be used for Alternative Marketing Programs.

      3. Capital Reinvestment. On an annual basis, the Franchisees shall each
spend a minimum of 1% of gross sales on "capital reinvestment" in their
established restaurant base. (Any carryover capital spending commitments
associated with the acquisition of restaurants in Chattanooga would be separate
from this obligation.) BKC shall determine in its reasonable judgment the types
of expenditures that qualify as "capital reinvestment" for this purpose.

      4. Development. NRE shall (within forty-five days after the date of this
Agreement) apply for and obtain approvals from BKC to obtain franchises from BKC
for seventeen (17) restaurants to be developed and opened in calendar year 1997.
Subject to compliance with this Agreement by Parent and Franchisees, BKC will
issue exception "financial approval" based on the Recapitalization for those
seventeen restaurants only. (NRE will also need to satisfy all other
then-current criteria of BKC applicable to NRE in order to receive BKC approval
("Expansion Approval") to obtain additional franchises.) NRE must execute a
target reservation agreement (the "TRA") for the seventeen restaurants to be
developed in 1997. That TRA will be modified form the standard form of Target
Reservation Agreement being offered by BKC to require NRE to make an additional
payment to BKC ("Opportunity Cost Payment") on or before December 28, 1997 if
NRE does not open a minimum number of restaurants in 1997 pursuant to the TRA.
NRE will not be required to make an Opportunity Cost Payment to BKC if NRE opens
at least fourteen (14) restaurants in 1997 pursuant to the TRA. The Opportunity
Cost Payment will be $150,000 if NRE opens only thirteen (13) restaurants (of
the required seventeen) in 1997. If the total number of Restaurants opened by
NRE in 1997 pursuant to the TRA is less than thirteen, the Opportunity Cost
Payment will be the sum of (a) $150,000, plus (b) $75,000 times the difference
between thirteen and the number of Restaurants actually opened by NRE in 1997.
(For example, if only ten restaurants are opened, the Opportunity Cost Payment
will be $375,000, which is the sum of (i)) $150,000, plus (ii) $75,000 x
(13-10=3) = $225,000.)

            In addition, NRE agrees to prepare and submit to BKC annual
development proposals, supported by all required documentation, and to apply for
franchises for new restaurants to be opened in the years 1998-2001 at the levels
specified in the Pro Forma for each of those years. BKC is not currently
granting any approvals needed for such development, and has no express or
implied obligation to grant such approvals for any or all of those new
restaurants. However, if NRE is granted those approvals by BKC, NRE will be
obligated to execute a target reservation agreement for those proposed
restaurants and to make an Opportunity Cost Payment in each of those years, on
the same basis as in 1997, to the extent that NRE fails to open at least 80% of
the number of restaurants projected for any such year.


                                        3
<PAGE>
 
      5. Acquisitions. The exception financial approval to be granted to NRE
pursuant to this Agreement will not apply to any acquisitions of existing
franchised restaurants. As to any and all future applications by Parent or any
of the Franchisees to obtain additional franchises, whether through development
of new restaurants or acquisition of existing restaurants, BKC will have sole
discretion to grant or withhold approval of such application, and BKC's right of
first refusal under the Franchise Agreements will apply to all proposed
acquisitions. Parent and the Franchisees acknowledge that no applications for
future acquisitions will be approved unless Parent and the Franchisees meet
BKC's then-current minimum standards for Expansion Approval. In addition, BKC
has the right to withhold approval for acquisitions by the Parent and/or the
Franchisees unless Parent and the Franchisees use their best efforts to perform
of the development obligations described in this Agreement.

            Additionally, in the event that Parent or any of the Franchisees or
any Affiliate seeks BKC's approval (as required under the Franchise Agreements)
in connection with any proposed acquisition of existing franchised restaurants,
Parent and the Franchisees hereby agree to fully indemnify BKC against any
claims by the person(s) from whom Parent or the Franchisees are seeking to
acquire the restaurants in the event BKC does not approve the acquisition,
provided that BKC determines that Parent and/or the Franchisees do not meet the
then-current standards of BKC applicable to Parent and the Franchisees in
connection with approval for acquisitions.

      6. Financial Covenants.

            a. Use of Proceeds; Remaining Debt. Parent shall use, or shall cause
the Franchisees to use, the proceeds of the Offerings to pay outstanding
indebtedness of Parent and the Franchisees, all as listed and described on
Schedule 6A-1 attached hereto. Within 30 days following the date of this
Agreement, Parent shall provide to BKC confirmation and such evidence as BKC may
reasonably request that proceeds have been applied as required hereby. Parent
and the Franchisees represent that, after the application of the proceeds as
provided in this Paragraph, the only remaining indebtedness of Parent or any of
the Franchisees for borrowed money, or on account of deposits (other than in the
ordinary course of business), or evidenced by notes, bonds, debentures or
similar obligations (collectively, the "Remaining Debt") will be as set forth in
Schedule 6A-2.

            b. Payment of Obligations. Each of Parent and the Franchisees will
pay and perform all of its indebtedness and obligations promptly and in
accordance with the terms thereof, except where the failure to pay any
indebtedness or obligation (other than to BKC) could not reasonably be expected
to have, individually or in the aggregate, a "Material Adverse Effect."

                  For purposes of this Agreement, "Material Adverse Effect"
means any material adverse effect on (i) the consolidated business, properties,
condition (financial or


                                       4
<PAGE>
 
otherwise) or operations, present or prospective, of Parent and the Franchisees,
or (ii) the ability of Parent or any of the Franchisees timely to perform any of
its material obligations, specifically including all of its obligations to BKC
and BKC's affiliates, or (iii) the legality, validity, binding nature or
enforceablility of any agreement to which Parent or any Franchisee and BKC (or
an affiliate of BKC) are parties.

            c. Provisions of Debt Agreements. All future debt agreements of
Parent or any Franchisee, including without limitation the agreements relating
to the Senior Notes, shall require that BKC be given written notice of any
default simultaneously with Parent and/or the Franchisee. Parent and the
Franchisees shall use their best efforts to amend existing debt agreements to
include a similar provision, and will not use any existing credit facility
unless and until the agreements therefor are amended to include such a
provision.

            d. Future Debt. Neither Parent nor any of the Franchisees will
incur, create or permit to exist any indebtedness for borrowed money, or on
account of deposits (other than in the ordinary course of business), or
evidenced by notes, bonds, debentures or similar obligations, without promptly
notifying BKC in writing. Parent and the Franchisees agree to provide BKC,
within thirty days following the date of this Agreement, and thereafter
quarterly in connection with the submissions required by Paragraph 6(h), with an
updated Schedule 6E to this Agreement. Schedule 6E shall accurately describe the
principal terms of any indebtedness disclosed thereon and any security interest
granted by the Parent or any Franchisee in connection with such indebtedness.

            e. Guarantees Restricted. Neither Parent nor any of the Franchisees
shall guarantee or otherwise become responsible for indebtedness or other
obligations of any other person, contingent or otherwise, other than in the
ordinary course of business, without promptly notifying BKC. Any guarantees of
the type described in this Paragraph 6.c shall be set forth on Schedule 6E to
this Agreement, which Schedule shall be updated quarterly in connection with the
submissions required by Paragraph 6.h.

            f. Dividends and Prepayments Restricted. Neither Parent nor any of
the Franchisees shall:

                  (1) declare or pay any dividends in cash on any shares of its
capital stock of any class, except for dividends payable to holders of the
Senior Preferred after December 2001; or

                  (2) make any other cash payment or distribution, directly or
indirectly, in respect of its capital stock.

            g. Transactions with Affiliates. Neither Parent nor any Franchisee
shall continue or enter into any transaction (including the furnishing of goods
or services) with, or make any loan or advance to, or investment in, an
Affiliate (as defined below), except (1) in the


                                       5
<PAGE>
 
ordinary course of business as presently conducted, and (2) on terms and
conditions no less favorable to it that would be obtained in a comparable arm's
length transaction with a person who is not an Affiliate, and (3) if such
transaction, loan, advance or investment could not reasonably be expected to
have a Material Adverse Effect (as defined in Paragraph 6.b). Parent and
Franchisee represent that, as of the date of this Agreement, there are no
agreements or arrangements currently in effect that would not meet the standard
set forth in this Paragraph 6.g, except as described on Schedule 6G. Within
thirty days after the date of this Agreement, and thereafter upon the written
request of BKC, Parent shall provide BKC with a list of agreements and
arrangements between Parent, any Franchisee, and their respective affiliates.

                  For purposes of this Agreement, the term "Affiliate," when
used with reference to any person, shall mean (a) any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such person, and (b) any spouse, immediate family member or other
relative who has the same principal residence as any person described in clause
(a) above, and (c) any trust in which any such persons described in clause (a)
or (b) above has a beneficial interest, and (d) any corporation or other
organization of which any such persons described collectively own 30% or more of
the equity of such entity. The aggregate legal or beneficial ownership or voting
control of twenty percent (20%) or more of the ownership or voting interests of
a person shall be deemed to be a controlling interest for purposes of this
definition.

            h. Quarterly Submissions. Parent and the Franchisees agree to submit
to BKC within 45 days after the end of each of the first three fiscal quarters
of each year "Financial Statements" certified by the Parent's Chief Financial
Officer as having been prepared in compliance with generally accepted accounting
principles, and a "Compliance Certificate," as those terms are defined below.
Such Financial Statements shall be internally prepared and shall reflect
performance for the quarter and the fiscal year to date. In addition, Parent and
the Franchisees shall submit to BKC within 90 days after the end of each fiscal
year Financial Statements accompanied by an independent certified public
accountant's opinion and a Compliance Certificate.

            As used in this Agreement, "Financial Statements" means consolidated
financial statements of the Parent and its subsidiaries, including consolidated
balance sheets and related consolidated statements of income, shareholders'
equity and cash flows of Parent and its consolidated subsidiaries, prepared in
accordance with generally accepted accounting principles.

            As used in this Agreement, a "Compliance Certificate" is a statement
by the Chief Financial Officer of each of Parent and NRE, in form acceptable to
BKC, based on his or her review of the provisions of this Operating Agreement
and other agreements in effect with BKC, and certifying that, during the quarter
just ended and continuing through the time of submission of the Compliance
Certificate to BKC, neither Parent or any Franchisee was or is in default of any
provision of this Operating Agreement or in default of any debt agreement, or,
if such a default has occurred or is occurring, disclosing with respect to each
such default its nature,


                                        6
<PAGE>
 
circumstances, time of occurrence, and actions taken or planned to cure or
ameliorate such default.

            In addition to the required quarterly submissions pursuant to this
Paragraph, the Parent and Franchisees (a) shall notify BKC promptly in writing
if any event occurs or if any circumstances exist that, alone or together with
other events or circumstances, will or may reasonably be expected to have a
Material Adverse Effect, as defined in this Agreement, and (b) shall notify BKC
promptly in writing of any material changes to financial statements or pro
formas submitted to BKC and on the basis of which BKC has granted or is
evaluating the potential grant of expansion approvals for restaurants that have
not been opened or acquired.

            7. Securities Issues. Parent and the Franchisees each represent and
agree that:

            a. Compliance with BKC Requirements. They will comply with all of
BKC's then-current requirements with respect to Parent and/or the Franchisees in
connection with any future offerings of debt or equity securities. Without
limiting the foregoing, in addition to BKC's then-current requirements
applicable to BKC's franchisees and their owners generally, the requirements
applicable to Parent and the Franchisees will include the following: immediate
written notice to BKC of any proposed securities offering (which notice in any
event shall be no later than the time when a proposed letter of intent,
memorandum of understanding or similar document is exchanged with any person
respecting the underwriting or placement of securities of Parent or any of the
Franchisees); submission, before or simultaneously with submission to the SEC,
of registration statements and/or prospectuses to BKC for review in connection
with trademark usage, inclusion of disclaimers, and otherwise; the execution by
the Owners (as defined in the Franchise Agreements) and by the underwriters, if
any, of certificates required by BKC; and the execution of an indemnity of BKC,
its affiliates, agents, attorneys and employees, by the Parent, the Franchisees,
and Owners, against any liability arising from or in connection with the
offering. BKC's then-current general requirements for offerings of equity
securities shall also apply to offerings of debt securities by the Parent and
the Franchisees unless and until separate requirements are articulated by BKC
for debt and equity securities offerings.

            b. Submission to BKC. Parent shall simultaneously file with the SEC
and BKC all reports and other documents required to be filed by Parent pursuant
to the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder as and when due.

            c. Registration Rights; Secondary Offerings. No registration rights
with respect to any of their debt or equity securities have been granted by the
Parent or any of the Franchisees, except as described on Schedule 7C. Each of
the Parent and the Franchisees agrees that it will not grant additional
registration rights or modify any registration rights previously granted without
the prior written consent of BKC, which may be withheld in BKC's sole
discretion. Each of the Parent and the Franchisees further agrees that if it is
required to effect a registration pursuant to any registration rights previously
granted, then, in connection with any



                                        7
<PAGE>
 
secondary offering of securities pursuant to such registration, it shall comply
with BKC's then-current requirements, policies and procedures in connection with
such offering and, without limiting the foregoing, shall indemnify BKC from
liability arising from or in connection with the Offering, in the same manner as
would be required in connection with an offering of securities by the Parent or
the Franchisees.

      8. BKC Expenses. Parent and the Franchisees have, by separate letter,
confirmed their agreement to pay BKC for certain of BKC's internal and external
costs in connection with its review of the proposed Recapitalization and
documentation of conditions for exception financial approval as outlined above.

      9. Incorporation Into Franchise Agreements; Term. The terms and conditions
of Paragraphs 2, 3, 10 and this Paragraph of this Operating Agreement are
incorporated by reference into each of the Franchise Agreements and will be a
part of each franchise agreement subsequently executed by Parent, any
Franchisee, or any affiliate. The Parties may execute a separate "Supplemental
Agreement" incorporating the terms of each such Paragraphs in which case such
Supplemental Agreement, as it may be amended from time to time, will be
incorporated by reference into each of the Franchise Agreements and will be a
part of each franchise agreement subsequently executed by Parent, any
Franchisee, or any affiliate.

            In the event and to the extent that any provision of this Agreement
conflicts with or is inconsistent with any of the terms and conditions of the
Franchise Agreements, the terms and conditions of this Agreement shall be
controlling, provided that a lesser restriction imposed by this Agreement shall
not be deemed to be in conflict with or inconsistent with a greater restriction
imposed by the Franchise Agreements.

            Unless otherwise agreed in writing by all of the parties, this
Agreement shall continue in force and effect through _____________, 2008;
provided, however, that provisions of this Agreement incorporated into the
Franchise Agreements and subsequent franchise agreements shall continue in
effect for the respective terms of those agreements.

      10. Miscellaneous.

            a. Joint and Several Liability. The obligations of Parent and each
of the Franchisees under this Agreement are joint and several. The joint and
several liability of Parent and each Franchisee under this Agreement will not be
affected by compromises or settlement agreements between BKC and Parent or any
Franchisee, the assignment or other transfer by any Franchisee of its rights
under any or all of the Franchise Agreements or Leases or any subsequent
assignment or other transfer of any of those rights, the waiver or deferral of
performance by BKC with respect to any provisions of any of the Franchise
Agreements, Leases or any other agreement between BKC and any of the
Franchisees, or by any agreement of BKC to (i) renew, extend, accelerate or
otherwise change the time for payment of, or other terms


                                        8
<PAGE>
 
relating to, any indebtedness, (ii) accept partial payment or performance of
obligations, (iii) take and hold security of the payment of any indebtedness,
and exchange, enforce, waive and release any such security.

            b. Interpretation. The introduction shall be considered a part of
this Agreement. Paragraph captions are used only for convenience and are in no
way to be construed as part of this Agreement or as a limitation of the scope of
the particular paragraphs to which they refer. Words of any gender used in this
Agreement shall include any other gender, and words in the singular shall
include the plural where the context requires.

            c. Non-Waiver. The failure of BKC to exercise any right or option
given to it under this Agreement, or to insist upon strict compliance by Parent
or any Franchisee with the terms and conditions of this Agreement shall not
constitute a waiver of any terms or conditions of this Agreement with respect to
any other or subsequent breach, nor a waiver by BKC of is right at any time
thereafter to require exact and strict compliance with the terms and conditions
of this Agreement. The rights or remedies set forth in this Agreement are in
addition to any other rights or remedies which may be granted by law.

            d. Severability. The parties agree that if any provision of this
Agreement may be construed in two ways, one of which would render the provision
illegal or otherwise voidable or unenforceable and the other of which would
render the provision valid and enforceable, such provision shall have the
meaning which renders it valid and enforceable. The language of all provisions
of this Agreement shall be construed according to its fair meaning and not
strictly against any party. In event any court shall determine that any
provision in this Agreement is not enforceable as written, the parties agree
that the provision shall be amended so that it is enforceable to the fullest
extent permissible under the laws of the jurisdiction in which enforcement is
sought. The provisions of this agreement are severable and this Agreement shall
be interpreted and enforced as if all completely invalid or unenforceable
provisions were not contained in the Agreement, and partially valid and
enforceable provisions shall be enforced to the extend that they are valid and
enforceable.

            e. Modification. This Agreement may be modified or amended only by a
written document executed by BKC, Parent and each Franchisee.

            f. Binding Effect. This Agreement shall be binding upon the parties
and their successors or assigns.

            g. Governing Law; Venue. This Agreement shall be governed by the
laws of the State of Florida and, except as otherwise provide herein, shall be
binding upon and inure to the benefit of Parent and each Franchisee and their
respective successors, heirs and assigns, and shall be binding upon and inure to
the benefit of BKC and its successors and assigns, upon delivery to and
execution by BKC in Miami, Florida. In the event any case or controversy, in law
or in equity, arises either directly or indirectly, under or in connection with
this Agreement,


                                        9
<PAGE>
 
or any of the Franchise Agreements or Leases, the venue and exclusive proper
forum in which to adjudicate such case or controversy shall be in the United
States District Court for the Southern District of Florida or, if such court
lacks jurisdiction, the 11th Judicial Court (or its successor) in and for Dade
County, Florida.

            h. Effective Date; Execution. This Agreement shall be effective on
the date identified in the first paragraph upon its execution and delivery by
all parties to this Agreement. This Agreement may be executed in counterpart
signature pages.

The parties execute this Agreement intending to be legally bound.

                                  AMERIKING, INC.

                                  By: ___________________________
                                            President

                                  Attest:________________________
                                            Secretary

                                  NATIONAL RESTAURANT ENTERPRISES, INC.

                                  By: ___________________________
                                            President

                                  Attest:________________________
                                            Secretary

                                  AMERIKING COLORADO CORPORATION I

                                  By: ___________________________
                                            President

                                  Attest:________________________
                                             Secretary



                                       10
<PAGE>
 
                                  AMERIKING TENNESSEE CORPORATION I

                                  By: ___________________________
                                             President

                                  Attest:________________________
                                              Secretary

                                  AMERIKING VIRGINIA CORPORATION I

                                  By: ___________________________
                                               President

                                  Attest:________________________
                                               Secretary

                                  AMERIKING CINCINNATI CORPORATION I

                                  By: ___________________________
                                               President

                                  Attest:________________________
                                                Secretary

                                  AMERIKING ILLINOIS CORPORATION I

                                  By:___________________________
                                                President

                                  Attest:________________________
                                                Secretary

                                  BURGER KING CORPORATION

                                  By:____________________________
                                                President

                                  Attest:________________________
                                            Assistant Secretary



                                       11
<PAGE>
 
                                   SCHEDULE 1

                        AmeriKing Colorado Corporation I
                        AmeriKing Tennessee Corporation I 
                        AmeriKing Virginia Corporation I
                        AmeriKing Cincinnati Corporation I
                        AmeriKing Illinois Corporation I
                  

                                       12