<PAGE>

[PROMISSORY NOTE B]

                                PROMISSORY NOTE
                                          
"EFFECTIVE DATE:"   ___________ __, 1999

"BORROWER:"         ____________________

"PRINCIPAL AMOUNT:" _____________ DOLLARS ($____________)

"INITIAL RATE:"     THE RATE OF _______ PERCENT ( %) PER ANNUM [9% TO 14%]

"STATED RATE:"      ________________ PERCENT (     %) PER ANNUM [EQUAL TO THE
                    INDEX RATE DESIGNATED BY LENDER FOR THE SUBJECT LOAN, PLUS
                    THREE TO SEVEN PERCENT (3.00-7.00%)] 

"TERMS OF PAYMENT:" PAYMENTS OF ALL ACCRUED INTEREST ON THE OUTSTANDING 
                    PRINCIPAL BALANCE OF THIS NOTE SHALL BE DUE AND PAYABLE ON 
                    THE FIRST DAY OF EACH MONTH COMMENCING ON _____ 1, 199__ , 
                    [THE FIRST DAY OF THE SECOND MONTH FOLLOWING THE EFFECTIVE 
                    DATE] AND CONTINUING UNTIL AND INCLUDING THE FIRST DAY OF 
                    THE MONTH IMMEDIATELY FOLLOWING THE CONVERSION DATE;
                    ____ (__) CONSECUTIVE INSTALLMENTS OF PRINCIPAL AND INTEREST
                    IN THE PAYMENT AMOUNT (DEFINED BELOW) SHALL BE DUE AND
                    PAYABLE COMMENCING ON THE FIRST DAY OF THE SECOND MONTH
                    FOLLOWING THE CONVERSION DATE, AND CONTINUING ON THE FIRST
                    DAY OF EACH AND EVERY SUCCEEDING MONTH UNTIL AND INCLUDING
                    ______ 1, _____ [THE FIRST DAY OF THE _____(___) MONTH
                    FOLLOWING THE CONVERSION DATE]; A FINAL PAYMENT OF PRINCIPAL
                    AND INTEREST IN THE AMOUNT OF________ DOLLARS  ($________),
                    PLUS ANY OTHER UNPAID PRINCIPAL AND INTEREST, SHALL BE DUE
                    AND PAYABLE IN FULL ON THE FIRST DAY OF THE ______ (____)
                    MONTH FOLLOWING THE CONVERSION DATE.  AS USED HEREIN, THE
                    TERM "PAYMENT AMOUNT" SHALL MEAN THE AMOUNT OF MONEY
                    NECESSARY TO BE PAID TO PAY THE ENTIRE AMOUNT OF PRINCIPAL
                    OUTSTANDING UNDER THIS NOTE ON THE CONVERSION DATE (AFTER
                    GIVING EFFECT TO ANY ADVANCE MADE ON SUCH DATE), TOGETHER
                    WITH INTEREST ON THE OUTSTANDING PORTION THEREOF AT THE
                    APPLICABLE RATE, IN ________ (___) EQUAL MONTHLY
                    INSTALLMENTS OF PRINCIPAL AND INTEREST.  THE PAYMENT AMOUNT
                    SHALL BE CALCULATED BY LENDER AND SHALL BE DEEMED CORRECT
                    ABSENT MANIFEST ERROR. 

"INDEX RATE:"       [THE CURRENT WEEKLY AVERAGE YIELD OF TEN (10)-YEAR U.S.
                    TREASURY CONSTANT MATURITIES (AS PUBLISHED IN FEDERAL
                    RESERVE STATISTICAL RELEASE H.15 [519]) ON THE FRIDAY
                    IMMEDIATELY PRECEDING THE CONVERSION DATE ("T-BILL RATE"),
                    OR SUCH OTHER INDEX RATE DESIGNATED BY LENDER FOR THE
                    SUBJECT LOAN]

"COMPLETION DATE:"  __________ 1, ______ [SAME AS IN LOAN AGREEMENT]

"NO PREPAYMENT 
 DATE:"             THE FIRST DAY OF THE _____ [1ST - 60TH) MONTH FOLLOWING
                    THE EFFECTIVE DATE.

"PREMIUM FACTOR:"   THE AMOUNT SHOWN ON THE FOLLOWING CHART [BASED ON THE
                    INDEX RATE BEING THE T-BILL RATE] FOR THE MONTH IN WHICH A
                    PREPAYMENT OCCURS:

                                       1
<PAGE>

<TABLE>
<CAPTION>
                         ---------------------------------
                             NUMBER OF MONTHS      PREMIUM
                         REMAINING IN LOAN TERM     FACTOR
                         ---------------------------------
<S>                                                <C>
                                120-109              0.070
                         ---------------------------------
                                108-97               0.065
                         ---------------------------------
                                 96-85               0.060
                         ---------------------------------
                                 84-73               0.054
                         ---------------------------------
                                 72-61               0.048
                         ---------------------------------
                                 60-49               0.042
                         ---------------------------------
                                 48-37               0.036
                         ---------------------------------
                                 36-25               0.029
                         ---------------------------------
                                 24-13               0.022
                         ---------------------------------
                              12 OR LESS             0.013
                         ---------------------------------
</TABLE>

"MORTGAGE:"         THAT CERTAIN COMMERCIAL _____________ [MORTGAGE OR DEED
                    OF TRUST], SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
                    RENTS AND FIXTURE FILING, DATED THE EFFECTIVE DATE AND
                    EXECUTED BY BORROWER IN FAVOR OF LENDER, COVERING THE REAL
                    PROPERTY AND OTHER ASSETS (THE "PROPERTY") DESCRIBED
                    THEREIN.

"APPLICABLE STATE:" _____________ [THE STATE WHERE THE PROPERTY IS LOCATED]


(1)  FOR VALUE RECEIVED, Borrower, promises to pay to the order of 
Schlotzsky's Real Estate, Inc., a Texas corporation (sometimes herein 
referred to as "Schlotzsky's" or "Lender") at Lender's office at 203 Colorado 
Street, Austin, Texas 78701 Attention: Accounting Department, or at such 
other address as the holder hereof may from time to time designate in 
writing, the Principal Amount or so much thereof as may be advanced 
hereunder, together with interest from the date the proceeds of the loan (the 
"Loan") evidenced by this Promissory Note (this "Note") are initially 
disbursed until maturity on the principal balance from time to time remaining 
unpaid hereon at the interest rates herein provided. This Note is made and 
accepted pursuant to the provisions of that certain Loan Agreement ("Loan 
Agreement") of even date herewith between Borrower and Lender. Advances made 
hereunder shall be made in reliance upon, and subject to, the terms, 
conditions, representations and warranties set forth in the Loan Agreement.

(2)  From the Effective Date until the date (the "Conversion Date") which is 
the earlier to occur of the Initial Conversion Date (as hereinafter defined) 
and the Completion Date, this Note shall bear interest at Initial Rate.  
Commencing on the Conversion Date and continuing until maturity (whether by 
acceleration or otherwise), this Note shall bear interest at a rate (the 
"Applicable Rate") equal to the lesser of (a) the Stated Rate or (b) the 
maximum rate of interest allowed by applicable law; provided, however, if the 
Initial Conversion Date does not occur on or before the Completion Date, the 
Applicable Rate shall not be less than the Initial Rate.  Each rate of 
interest which this Note bears shall be computed on the basis of a 365 or 366 
day year, as applicable, and shall be compounded monthly.  In no event shall 
any rate of interest which this Note bears ever exceed the highest rate 
permitted by applicable law.  The term "Initial Conversion Date", as used 
herein, shall mean the latest date upon which both (i) all conditions 
precedent for the Final Advance (as defined in the Loan Agreement), as set 
forth in Section 2.8 of the Loan Agreement, have been satisfied and (ii) the 
Final Advance has been made. 

(3)  This Note shall be payable as stated in the Terms of Payment above. 

(4)  The initial advance of the Loan from Lender to Borrower shall be made on or
about the Effective Date.  Borrower shall have the right to receive subsequent
advances from Lender pursuant to 

                                       2
<PAGE>

the terms of the Loan Agreement and subject to Borrower's satisfaction of all 
conditions precedent set forth therein.  Each advance shall bear interest at 
the interest rate described above from and after the date on which Lender 
disburses such advance.  In no event shall Lender have any obligation to make 
any advance after the Conversion Date or the Completion Date.

(5)  If any payment shall not be paid when due and shall remain unpaid for 
ten business (10) days, Borrower shall pay an additional charge equal to five 
percent (5.00%) of the delinquent payment or the highest additional charge 
permitted by law, whichever is less, for the purpose of defraying the 
expenses incident to handling such delinquent payment.

(6)  Upon not less than thirty (30) days advance written notice to Lender at 
any time after the No Prepayment Date, and upon payment of the Prepayment 
Premium, Borrower shall have the right to prepay all, but not less than all, 
of the outstanding balance of this Note on any regularly scheduled principal 
and interest payment date.  The Prepayment Premium shall be determined by (i) 
calculating the decrease (expressed in basis points) in the Index Rate from 
the Conversion Date, to the date on which the prepayment is made, (ii) 
dividing the decrease by 100, (iii) multiplying the result by the following 
described applicable premium factor (the "Premium Factor"), and (iv) 
multiplying the product by the principal balance to be prepaid.  If the Index 
Rate is unchanged or has increased from the  Conversion Date to the 
prepayment date, no Prepayment Premium shall be due.  If the Index Rate 
identified herein ceases to be published, then the decrease in the Index Rate 
will be determined from another source designated by Lender.  Anything 
contained herein to the contrary notwithstanding, prepayment prior to the 
first day of the sixtieth (60th) month following the Conversion Date will not 
be permitted.

 (7) If Lender at any time accelerates this Note after an Event of Default 
(defined below), then Borrower shall be obligated to pay the Prepayment 
Premium in accordance with the foregoing schedule to the maximum extent 
permitted by applicable law.  The Prepayment Premium shall not be payable 
with respect to condemnation awards or insurance proceeds from fire or other 
casualty which Lender applies to prepayment, nor with respect to Borrower's 
prepayment of the Note in full during the last three (3) months of the term 
of this Note unless an Event of Default has occurred.  Borrower expressly 
acknowledges that the Prepayment Premium is not a penalty but is intended 
solely to compensate Lender for the loss of its bargain and the reimbursement 
of internal expenses and administrative fees and expenses incurred by Lender.

(8)  The Loan is secured, in part, by the Mortgage covering the Property, and 
by certain other documents executed and delivered in connection herewith 
(this Note, the Loan Agreement, the Mortgage and such other documents are 
collectively called the "Loan Documents").

(9) Each of the following shall constitute an Event of Default ("Event of 
Default") hereunder and under the Mortgage, the Loan Agreement and the other 
Loan Documents:

(a)  Any failure of or refusal by Borrower to make any payment of principal, 
interest, or any Prepayment Premium due under this Note when due, and such 
failure or refusal shall continue for a period of ten (10) days after written 
notice is given to Borrower by Lender specifying such failure; or

(b)  The occurrence of any event of default under, or the failure to perform or
comply with any other provision of, any of the Loan Documents and the
continuance of such event of default beyond any applicable cure period provided
in the Loan Documents with respect to such event of default.

(10) Upon the occurrence of any Event of Default, Lender shall have the 
option to declare the entire amount of unpaid principal and interest under 
this Note immediately due and payable without notice or demand, and Lender 
may exercise any of its rights under this Note, under the Mortgage, under the 
Loan Agreement and under the other Loan Documents.  After acceleration or 
maturity, Borrower shall 

                                       3
<PAGE>

pay interest on the outstanding principal balance of this Note at the rate 
which is the lower of (i) sixteen percent (16%) per annum or (ii) the maximum 
interest rate permitted by law. 

(11) All payments of the principal and interest on this Note shall be made in 
coin or currency of the United States of America which at the time shall be 
the legal tender for the payment of public and private debts.

(12) If this Note is placed in the hands of an attorney for collection, 
Borrower agrees to pay reasonable attorneys' fees and costs incurred by 
Lender in connection therewith, and in the event suit or action is instituted 
to enforce or interpret this Note (including without limitation efforts to 
modify or vacate any automatic stay or injunction), Lender shall be entitled 
to recover all expenses reasonably incurred at, before or after trial and on 
appeal, whether or not taxable as costs, or in any bankruptcy proceeding, or 
in connection with post-judgment collection efforts, including, without 
limitation, attorneys' fees, witness fees (expert and otherwise), deposition 
costs, copying charges and other expenses.

(13) This Note shall be governed and construed in accordance with the laws of 
the Applicable State applicable to contracts made and to be performed therein 
(excluding choice-of-law principles).  Borrower hereby irrevocably submits to 
the jurisdiction of any state or federal court sitting in the Applicable 
State in any action or proceeding brought to enforce or otherwise arising out 
of or relating to this Note, and hereby waives any objection to venue in any 
such court and any claim that such forum is an inconvenient forum.

(14) This Note is given in a commercial transaction for business purposes. 
Lender's obligation to make any loan or advance hereunder shall be deemed to 
be pursuant to a contract to make a loan or extend debt financing or 
financial accommodations to Borrower within the meaning of Subsections 
365(c)(2) and 365(e)(2)(B) of the Bankruptcy Code of the United States of 
America.

(15) This Note may be declared due prior to its expressed maturity date in 
the events, on the terms, and in the manner provided for in the Mortgage.

(16) Borrower and all sureties, endorsers, guarantors and other parties now 
or hereafter liable for the payment of this Note, in whole or in part, hereby 
severally (i) waive demand, notice of demand, presentment for payment, notice 
of nonpayment, notice of default (except as specifically provided in Section 
9(a) hereof), protest, notice of protest, notice of intent to accelerate, 
notice of acceleration and all other notices, and further waive diligence in 
collecting this Note or in enforcing any of the security for this Note; (ii) 
agree to any substitution, subordination, exchange or release of any security 
for this Note or the release of any party primarily or secondarily liable for 
the payment of this Note; (iii) agree that Lender shall not be required to 
first institute suit or exhaust its remedies hereon against Borrower or 
others liable or to become liable for the payment of this Note or to enforce 
its rights against any security for the payment of this Note; (iv) consent to 
any extension of time for the payment of this Note, or any installment 
hereof, made by agreement by Lender with any person now or hereafter liable 
for the payment of this Note, even if Borrower is not a party to such 
agreement; and (v) agree that Schlotzsky's may transfer, assign, or endorse 
this Note, the Mortgage and the other Loan Documents to another person or 
entity (a "Subsequent Payee") and, in any such event, Borrower agrees (a) to 
look only to Schlotzsky's with respect to any claims, demands or liabilities 
existing or alleged to be existing against Schlotzsky's then or thereafter; 
and (b) not to assert any claims, demands, defenses, offsets or liabilities 
against this Note or against any Subsequent Payee which Borrower may then or 
thereafter have against Schlotzsky's, or as a result of any action or failure 
to take action by Schlotzsky's.

(17) All agreements between Borrower and Lender, whether now existing or 
hereafter arising and whether written or oral, are hereby limited so that in 
no contingency, whether by reason of demand or acceleration of the final 
maturity of this Note or otherwise, shall the interest contracted for, 
charged, received, paid or agreed to be paid to Lender exceed the maximum 
amount permissible under the 

                                       4
<PAGE>

applicable law.  If, from any circumstance whatsoever, interest would 
otherwise be payable to Lender in excess of the maximum amount permissible 
under applicable law, the interest payable to Lender shall be reduced to the 
maximum amount permissible under applicable law; and if from any circumstance 
Lender shall ever receive anything of value deemed interest by applicable law 
in excess of the maximum amount permissible under applicable law, an amount 
equal to the excessive interest shall be applied to the reduction of the 
principal hereof and not to the payment of interest, or if such excessive 
amount of interest exceeds the unpaid balance of principal hereof, such 
excess shall be refunded to Borrower.  All interest paid or agreed to be paid 
to Lender shall, to the extent permitted by applicable law, be amortized, 
prorated, allocated, and spread throughout the full period (including any 
renewal or extension) until payment in full of the principal so that the 
interest hereon for such full period shall not exceed the maximum amount 
permissible under applicable law.  Lender expressly disavows any intent to 
contract for, charge or receive interest in an amount which exceeds the 
maximum amount permissible under applicable law.  This paragraph shall 
control all agreements between Borrower and Lender.

(18) If Borrower (as identified on the first page hereof) includes more than 
one individual or entity, the obligations of Borrower hereunder shall be 
joint and several, and each of such individuals and entities constituting 
Borrower agrees that Lender, in its discretion, may (a) bring suit against 
all of them  jointly and severally or against any of them, (b) compromise or 
settle with any of them for such consideration as Lender may deem proper, and 
(c) release any of them from liability hereunder, and that no such actions 
shall impair the rights of Lender against the individuals or entities not so 
sued, settled with or released.

(19) As used herein, the term "Lender" shall include the successors and 
assigns of Lender and any subsequent owner and holder of this Note.

(20) THIS NOTE AND THE OTHER LOAN DOCUMENTS WHICH ARE IN EXISTENCE ON THE 
DATE HEREOF REFLECT THE ENTIRE UNDERSTANDINGS AND AGREEMENTS OF BORROWER AND 
LENDER WITH RESPECT TO THE SUBJECT MATTER OF THE LOAN DOCUMENTS.  ANY AND ALL 
PRIOR UNDERSTANDINGS AND AGREEMENTS AND ANY AND ALL CONTEMPORANEOUS 
UNDERSTANDINGS AND AGREEMENTS ARE INCORPORATED IN THE TRANSACTION DOCUMENTS.  
EXCEPT AS SPECIFICALLY SET FORTH IN THE LOAN DOCUMENTS, THERE ARE NO 
UNDERSTANDINGS OR AGREEMENTS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT 
MATTER OF THE LOAN DOCUMENTS.  BORROWER UNDERSTANDS THAT LENDER HAS MADE NO 
COMMITMENT TO RENEW, REFINANCE, EXTEND OR REARRANGE THE LOAN, NOR TO ADVANCE 
ADDITIONAL FUNDS TO OR ON BEHALF OF BORROWER, EXCEPT (IF AT ALL) AS 
SPECIFICALLY PROVIDED IN THE LOAN AGREEMENT. BORROWER REPRESENTS AND WARRANTS 
TO LENDER THAT NO OFFICER, EMPLOYEE, REPRESENTATIVE OF, OR ATTORNEY FOR, 
LENDER HAS MADE ANY ORAL COMMITMENTS OR REPRESENTATIONS WHICH ARE NOT 
INCORPORATED IN THE LOAN DOCUMENTS.  

     IMPORTANT:  READ BEFORE SIGNING.  THE TERMS OF THE LOAN DOCUMENTS
     SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE
     ENFORCEABLE.  NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THE
     LOAN DOCUMENTS MAY BE LEGALLY ENFORCED. BORROWER MAY CHANGE THE TERMS
     OF THE LOAN DOCUMENTS ONLY BY ANOTHER WRITTEN AGREEMENT SIGNED BY BOTH
     BORROWER AND LENDER.

BORROWER:


----------------------------------

                                       5