<PAGE>
                                          
                          ASSIGNMENT OF NOTE AND LIEN
                                          
"EFFECTIVE DATE:"        _____________ __, 1999

"INVESTOR:"              __________________________,
                         a __________ _____________

"INVESTOR'S ADDRESS:"    __________________________
                         __________________________

"BORROWER:"              __________________________

"GUARANTORS:"            __________________________

"PRINCIPAL AMOUNT:"      $_________________________

"LOAN DATE:"             ____________ __, 1999

                                          
Schlotzsky's Real Estate, Inc., a Texas corporation (the "Lender"), the 
present legal and equitable owner and holder of that one certain Promissory 
Note (the "Note") in the Principal Amount dated the Loan Date executed by the 
Borrower payable to the order of the Lender, for a good and valuable 
consideration paid to the undersigned, the receipt and sufficiency of which 
is hereby acknowledged, has TRANSFERRED and ASSIGNED, GRANTED and CONVEYED 
and by these presents TRANSFERS, ASSIGNS, GRANTS and CONVEYS unto the 
Investor, at  Investor's Address, all of Lender's right, title, and interest 
in the following documents (collectively the "Transaction Documents"):

     A.  The Note;

     B. That certain mortgage or deed of trust (the "Mortgage") of even date
     with the Note, executed by the Borrower, covering the property described on
     Exhibit A attached and being duly recorded;

     C.  Guaranty by Guarantors in favor of Lender of even date with the Note.
     
     D.  Loan Agreement between Borrower and Lender of even date with the Note.

This Assignment of Note and Lien is made and accepted without recourse or 
warranties, express or implied, by or upon the undersigned, except as 
specifically set forth herein.  Lender hereby represents and warrants to 
Investor as follows:

1.   Each of the Transaction Documents to which Lender is a party has been duly 
     and validly authorized, executed and delivered by Lender; is in full force 
     and effect; and constitutes the legal, valid and binding obligation of 
     Lender, enforceable in accordance with its respective terms, except as 
     limited by applicable bankruptcy, insolvency, reorganization, moratorium or
     similar laws affecting the enforcement of creditors rights generally and 
     general principles of equity.

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2.   No default or event which, with the giving of notice or lapse of time or 
     both, would become a default has occurred under the Transaction Documents.

3.   The Transaction Documents delivered to Investor by Lender constitute the 
     entire agreement of the parties with respect to the subject matter thereof.

4.   Lender has not heretofore assigned or pledged its interest in the Note or
     Mortgage, and the Mortgage on subject premises is a first lien free and
     clear of any and all encumbrances.

5.   All required payments under the Note have been made in a timely manner.  

6.   There have been no prepayments under the Note.  

7.   Lender has delivered to Investor the sole original copy of the Note and
     Mortgage.  

8.   The Note and Mortgage comply with all applicable laws and regulations.

9.   Lender has made all disclosures to the Borrower required by law, and all 
     sales, use and personal property taxes related to the Note and Mortgage 
     have been paid in full as required by law.  

10.  All parties to the Note and Mortgage had full capacity to contract and all
     signatures of such parties are genuine.

11.  Lender has fully performed all terms, covenants and conditions required on 
     its part under the Note and Mortgage.

12.  Upon request, Lender will execute such documents as Investor may reasonably
     request in furtherance of the foregoing.

13.  The execution by Lender of the Transaction Documents and its participation 
     in the subject transaction is in its ordinary course of business and within
     the scope of its existing corporate authority.

14.  There is no action, suit or proceeding pending against Lender before or by 
     any court, administrative agency or other governmental authority which 
     brings into question the validity of, or might in any way, impair the 
     execution, delivery or performance by Lender of this Assignment of Note 
     and Lien or the Transaction Documents.

15.  No approval of, or consent from, any governmental authorities is required 
     for the execution, delivery or performance by Lender of any of Transaction
     Documents.  

16.  The execution, delivery and performance by Lender of this Assignment of 
     Note and Lien and the Transaction Documents and the transactions 
     contemplated hereby and thereby do not contravene any provisions of law 
     applicable to Lender and do not conflict and are not inconsistent with, 
     and will not result (with or without the giving of notice or passage of 
     time, or both) in the breach of or constitute a default or require any 
     consent under, or result in the creation of any lien, charge or encumbrance
     upon the 

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     Note or Mortgage under any credit agreement, indenture, mortgage, 
     purchase agreement, deed of trust, security agreement, lease, guaranty or 
     other instrument to which Lender is a party or by which Lender may be 
     bound, or to which Lender or its property may be subject, or under 
     Lender's by-laws.

Investor shall have full recourse to Lender for breach of any of the 
foregoing representations, covenants, and warranties and such recourse shall 
survive the execution of this Assignment of Note and Lien.


EXECUTED as of the Effective Date.


                                       SCHLOTZSKY'S REAL ESTATE, INC.
                              

                                       By:
                                          ---------------------------------
                                       Name:                         
                                            -------------------------------
                                       Title:                        
                                             ------------------------------

          
STATE OF TEXAS      )
                    )
COUNTY OF TRAVIS    )

This instrument was acknowledged before me on this the ___ day of _________, 
____, by _______________ , __________________ of Schlotzsky's Real Estate, 
Inc., a Texas corporation, on behalf of said corporation.


                              ------------------------------------
                              Notary Public, State of Texas



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                                  EXHIBIT A
                                          
                              LEGAL DESCRIPTION


















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