Exhibit  10.12


     (TO  FRANCHISE  OFFERING  CIRCULAR)





     FRANCHISE  AGREEMENT

<PAGE>




     THE  QUIZNO'S  CORPORATION


     FRANCHISE  AGREEMENT


    Franchisee:

    Date:

    Franchised  Location:




     THE  QUIZNO'S  CORPORATION
     FRANCHISE  AGREEMENT
     TABLE  OF  CONTENTS
                                                        Page
                                                        ----

1.    PURPOSE                                              1

2.    GRANT  OF  FRANCHISE                                 1
2.1.  GRANT  OF  FRANCHISE                                 1
2.2.  SCOPE  OF  FRANCHISE  OPERATIONS                     1

3.    FRANCHISED  LOCATION  AND  DESIGNATED  AREA          1
3.1.  FRANCHISED  LOCATION                                 1
3.2.  LIMITATION  ON  FRANCHISE  RIGHTS                    2
3.3.  EXPRESS  RESTAURANTS.                                2
3.4.  TERRITORIAL  DEVELOPMENT  PROGRAM.                   2
3.5.  SPECIAL  PRODUCTS.                                   2
3.6.  FRANCHISOR'S  RESERVATION  OF  RIGHTS                2

4.    INITIAL  FRANCHISE  FEE                              2
4.1.  INITIAL  FRANCHISE  FEE                              2

5.    ROYALTIES                                            2
5.1.  ROYALTY                                              2
5.2.  GROSS  SALES                                         2
5.3.  ROYALTY  PAYMENTS                                    2
5.4.  APPLICATION  OF  PAYMENTS                            3

6.    DEVELOPMENT  OF  FRANCHISED  LOCATION                3
6.1.  APPROVAL  OF  FRANCHISED  LOCATION.                  3
6.2.  LEASE  APPROVAL                                      3
6.3.  LEASE  ASSISTANCE  PROGRAM                           3
6.4.  SCHEDULE                                             3
6.5.  CONVERSION  AND  DESIGN                              3
6.6.  SIGNS                                                3
6.7.  EQUIPMENT                                            3
6.8.  PERMITS  AND  LICENSES                               4
6.9.  COMMENCEMENT  OF  OPERATIONS                         4

7.    TRAINING                                             4
7.1.  INITIAL  TRAINING  PROGRAM                           4
7.2.  ADDITIONAL  TRAINING  PROGRAMS                       4

8.    OPERATIONS  MANUAL                                   4
8.1.  OPERATIONS  MANUAL                                   4
8.2.  CHANGES  TO  OPERATIONS  MANUAL                      5

9.    DEVELOPMENT  ASSISTANCE                              5
9.1.  FRANCHISOR'S  DEVELOPMENT  ASSISTANCE                5
9.2.  RESPONSIBILITIES  OF  AREA  DIRECTOR                 5

10.   OPERATING  ASSISTANCE                                5
10.1. FRANCHISOR'S  ASSISTANCE                             5

11    FRANCHISEE'S  OPERATIONAL  COVENANTS                 6
11.1. BUSINESS  OPERATIONS                                 6 


12.    ADVERTISING                                         7
12.1.  APPROVAL  OF  ADVERTISING                           7
12.2.  GRAND  OPENING.                                     7
12.3.  MARKETING  AND  PROMOTION  FEE                      7
12.4.  LOCAL  ADVERTISING.                                 8
12.5.  REGIONAL  ADVERTISING  PROGRAMS                     8

13.    QUALITY  CONTROL                                    8
13.1.  STANDARDS  AND  SPECIFICATIONS                      8
13.2.  INSPECTIONS                                         8
13.3.  RESTRICTIONS  ON  SERVICES  AND  PRODUCTS           8
13.4.  APPROVED  SUPPLIERS                                 8
13.5.  REQUEST  FOR  CHANGE  OF  SUPPLIER                  8

14.    MARKS,  TRADE  NAMES  AND  PROPRIETARY  INTERESTS   9
14.1.  MARKS                                               9
14.2.  LICENSED  METHODS                                   9
14.3.  TRADEMARK  INFRINGEMENT                             9
14.4.  FRANCHISEE'S  BUSINESS  NAME                        9
14.5.  CHANGE  OF  MARKS                                   9 

15.    REPORTS,  RECORDS  AND  FINANCIAL  STATEMENTS       9
15.1.  FRANCHISEE  REPORTS                                 9
15.2.  FINANCIAL  RECORDS  USE  AND  ACCESS.              10
15.3.  BOOKS  AND  RECORDS                                10
15.4.  AUDIT  OF  BOOKS  AND  RECORDS                     10

16.    TRANSFER                                           10
16.1.  TRANSFER  BY  FRANCHISEE                           10
16.2.  PRE-CONDITIONS  TO  FRANCHISEE'S  TRANSFER         10
16.3.  FRANCHISOR'S  APPROVAL  OF  TRANSFER               10
16.4.  RIGHT  OF  FIRST  REFUSAL                          11
16.5.  TYPES  OF  TRANSFERS                               11
16.6.  TRANSFER  BY  FRANCHISOR                           11
16.7.  FRANCHISEE'S  DEATH  OR  DISABILITY                11

17.    TERM  AND  RENEWAL                                 11
17.1.  TERM                                               11
17.2.  RENEWAL                                            11
17.3.  EXERCISE  OF  RENEWAL                              12

18.    DEFAULT  AND  TERMINATION                          12
18.1.  TERMINATION  BY  FRANCHISEE                        12
18.2.  TERMINATION  BY  FRANCHISOR  -  EFFECTIVE 
       UPON  NOTICE                                       12
18.3.  TERMINATION  BY  FRANCHISOR - THIRTY DAYS NOTICE   13
18.4.  LATE  FEE                                          13
18.5.  FAILURE  TO  COMPLY  WITH  REPORTING  REQUIREMENTS 13
18.6.  RIGHT  TO  REPURCHASE.                             13
18.7.  OBLIGATIONS OF FRANCHISEE UPON TERMINATION OR 
        EXPIRATION                                        14
18.8.  STATE  AND  FEDERAL  LAW                           14

19.    BUSINESS  RELATIONSHIP                             14
19.1.  INDEPENDENT  BUSINESSPERSONS                       14
19.2.  PAYMENT  OF  THIRD  PARTY  OBLIGATIONS             15
19.3.  INDEMNIFICATION                                    15

20.    RESTRICTIVE  COVENANTS                             15
20.1.  NON-COMPETITION  DURING  TERM                      15
20.2.  "BRANDED  BUSINESS"                                15
20.3.  POST-TERMINATION  COVENANT  NOT  TO  COMPETE       16
20.4.  ADDITIONAL  REMEDIES  FOR  BREACH                  16
20.5.  CONFIDENTIALITY  OF  PROPRIETARY  INFORMATION      16
20.6.  CONFIDENTIALITY  AGREEMENT                         16

21.    DISPUTES                                           16
21.1.  GOVERNING  LAW/CONSENT  TO  VENUE  AND  
        JURISDICTION.                                     16
21.2.  WAIVER  OF  JURY  TRIAL.                           16
21.3.  REMEDIES.                                          16

22.    SECURITY  INTEREST                                 17
22.1.  COLLATERAL.                                        17
22.2.  INDEBTEDNESS  SECURED.                             17
22.3.  ADDITIONAL  DOCUMENTS.                             17
22.4.  POSSESSION  OF  COLLATERAL.                        17
22.5.  REMEDIES  OF  FRANCHISOR  IN  EVENT  OF  DEFAULT.  17
22.6.  SPECIAL  FILING  AS  FINANCING  STATEMENT.         18

23.    MISCELLANEOUS  PROVISIONS                          18
23.1.  MODIFICATION                                       18
23.2.  ENTIRE  AGREEMENT                                  18
23.3.  DELEGATION  BY  FRANCHISOR                         18
23.4.  AGREEMENT  EFFECTIVE                               18
23.5.  REVIEW  OF  AGREEMENT                              18
23.6.  ATTORNEYS'  FEES                                   18
23.7.  INJUNCTIVE  RELIEF                                 18
23.8.  NO  WAIVER                                         18
23.9.  NO  RIGHT  TO  SET  OFF                            18
23.10. INVALIDITY                                         18
23.11. NOTICES                                            19
23.12. ACKNOWLEDGMENT                                     19



     EXHIBITS
     --------

B-1          Addendum  --  Location  and  Initial  Franchise  Fee

B-2          Addendum  --  QUIZNO'S  Classic  Subs  Express  Facility

B-3          Addendum  --  Special  Products  Program

B-4          Authorization  Agreement  for  Prearranged  Payments

B-5          Statement  of  Ownership

B-6          Guaranty  and  Assumption  of  Franchisee's  Obligations

B-7          Addendum  --  Bookkeeping  Services

B-8          Addendum  --  Territorial  Development  Program




FRANCHISEE:

ADDRESS:



EFFECTIVE
DATE:                                                  ,  19

     THIS  AGREEMENT  (the "AGREEMENT") is between THE QUIZNO'S CORPORATION, a
Colorado  corporation, located at Denver Place, Plaza Tower, 1099 18th Street,
Suite  2850, Denver, Colorado  80202 ("FRANCHI-SOR") and the franchisee listed
above  ("FRANCHISEE"),  who  agree  as  follows:


     1.    PURPOSE      

     1.1.     Franchisor has developed methods for establishing, operating and
promoting  restaurants  offering  submarine  sandwiches,  salads,  other  food
products  and  beverages  and  related  restaurant  and  carry  out  services
("QUIZNO'S  RESTAURANTS" or  "RESTAU-RANTS") which include the use and license
of  proprietary  rights  in  certain  valuable  trade names, service marks and
trade-marks  owned  by  Franchisor  (the  "MARKS"), including the service mark
"QUIZNO'S,"  and  Franchisor's distinctive techniques, expertise and knowledge
in  the  establishment,  operation  and  promotion  of restaurants and related
licensed  methods  of  doing  business  (the  "LICENSED  METHODS").

     1.2.       Franchisor grants the right to others to establish and operate
Restaurants,  under  the  Marks  and  pursuant  to  the  Licensed  Methods.

     1.3.          Franchisee  recognizes  and acknowledges the benefits to be
derived from being identified and associated with Franchisor and being able to
utilize the Restaurant system and concepts, and therefore desires to establish
a  Restaurant  at  a  location  identified  herein  or to be later identified.
Franchisor  is  willing  to grant Franchisee the right to operate a Restaurant
under  the  terms  and  condi-tions  which  are  contained  in this Agreement.

     2.    GRANT  OF  FRANCHISE

     2.1.          GRANT  OF FRANCHISE.  Franchisor
                   -------------------
grants to Franchisee, and Franchisee accepts from Franchisor, the right to use
the  Marks  and  Licensed  Methods  in  connection  with the establishment and
operation of a Restaurant, at the location described in Section 3.  Franchisee
agrees  to  use  the  Marks  and  Licensed  Methods,  as  they may be changed,
improved,  and  further  developed  by  Franchisor  from time to time, only in
accordance  with  the  terms  and  conditions  of  this  Agreement.

     2.2.          SCOPE  OF  FRANCHISE  OPERATION.
                   -------------------------------
OPERATIONS.    Franchisee  agrees  at  all  times  to faithfully, honestly and
diligently  perform Franchisee's obligations hereunder, to use best efforts to
promote  its  Restaurant  and  to not engage in any other business or activity
that  conflicts  with  the operation of the Restaurant in compliance with this
Agreement.    Franchisee  agrees  to utilize the Marks and Licensed Methods to
operate  all aspects of Franchisee's Restaurant in accordance with the methods
and  systems  developed and prescribed from time to time by Franchisor, all of
which are a part of the Licensed Methods.  Franchisee's Restaurant shall offer
all products and services designated by Franchisor, which may include, without
limitation,  restaurant  services  offered  in  conjunction with a distinctive
theme  and  decor  and  a  uniform menu offering specialty submarine and other
sandwiches,  salads  and other food and beverages.  Franchisee shall implement
any  additions  and  changes  to  the  products  and  services  offered by its
Restaurant  required  by  Franchisor.

     3.    FRANCHISED LOCATION AND DESIGNATED AREA

     3.1.          FRANCHISED LOCATION.  Franchisee is
                   -------------------
granted  the right to own and operate a Restaurant at the address and location
("FRANCHISED  LOCATION")  set  forth  in the Addendum attached as Exhibit B-1.
If,  at  the  time of execution of this Agreement, the Franchised Location has
not  been  selected  by Franchisee and approved by Franchisor, then Franchisee
shall choose and acquire a location for its Restaurant within the nonexclusive
Designated  Area  set forth in Exhibit B-1.  In such circumstances, Franchisee
shall  select  and  propose to Franchisor for approval a specific site for the
Franchised  Location in the Designated Area which, which Franchisor shall have
the  right  to  approve in accordance with the terms set forth herein.  During
the  term of this Agreement, the Franchised Location shall be used exclusively
for  the  purpose  of  operating  a  Restaurant.



     3.2.       LIMITATION ON FRANCHISE RIGHTS.
                ------------------------------
RIGHTS.    The  rights  granted  to Franchisee are for the specific Franchised
Location  and  cannot  be  transferred  to any other location, except with the
prior  written  approval  of  Franchisor.   The Marks and Licensed Methods are
licensed  from  the  Franchised  Location  only  in  the manner and within the
geographic  boundaries  prescribed  by  Franchisor.

     3.3.        EXPRESS RESTAURANTS.Franchisee may
                 ------------------- 
not  operate a Restaurant located within a host facility such as a gas station
and  convenience  store  facility  or  a  hotel  (all  referred to as "EXPRESS
RESTAURANTS")  using  the  Marks  and  Licensed Methods, except with the prior
written  consent  of Franchisor, in which case Franchisor and Franchisee shall
execute  Exhibit B-2 (if this Agreement governs the operation of a traditional
Restaurant,  the Express Restaurant(s) shall be governed by separate Franchise
Agreements).

     3.4.         TERRITORIAL DEVELOPMENT PROGRAM.
                  ------------------------------- 
PROGRAM.    Franchisor  may  offer  the "TERRITORIAL DEVELOPMENT PROGRAM ," in
which  Franchisee  is  granted  the  right  to  develop  a  certain  number of
Restaurants within a defined territory.  Franchisee may not participate in the
Territorial  Development  Program  except with the prior written permission of
Franchisor, in which case Franchisor and Franchisee shall execute Exhibit B-8.

     3.5.          SPECIAL PRODUCTS.  From time to time,
                   ---------------- 
Franchisor  may  offer  supplemental  programs  to  be incorporated in certain
Restaurants  ("SPECIAL  PRODUCTS"). Franchisee may not offer a Special Product
except  with  the  prior  written  permission  of  Franchisor,  in  which case
Franchisor  and  Franchisee  shall  execute  Exhibit  B-3.

     3.6.          FRANCHISOR'S  RESERVATION  OF  RIGHTS.
                   -------------------------------------
RESERVATION  OF  RIGHTS.    Franchisee acknowledges that the franchise granted
hereunder is nonexclusive and that Franchisor retains the right, among others:
(1)  to  use, and to license others to use, the Marks and Licensed Methods for
the  operation  of  Restaurants  at  any  location  other  than the Franchised
Location;  (2)  to use the Marks and Licensed Methods in connection with other
services  and products, promotional and marketing efforts or related items, or
in  alternative  channels of distribution, without regard to location; and (3)
to  use  and  license  the  use of alternative proprietary marks or methods in
connection  with  the operation of restaurant businesses under names which are
not  the  same as or confusingly similar to the Marks, which businesses may be
the  same  as,  or  similar  to,  or  different  from  Restaurants.

     4.    INITIAL  FRANCHISE  FEE

     4.1.     INITIAL FRANCHISE FEE.  Franchisee
              ----------------------
agrees  to  pay  to  Franchisor,  concurrently  with  the  execution  of  this
Agreement,  an  initial  franchise fee ("INITIAL FRANCHISE FEE") in the amount
set forth in Exhibit B-1.  Franchisee acknowledges and agrees that the Initial
Franchise  Fee  represents  payment for the initial grant of the rights to use
the  Marks  and  Licensed  Methods,  that  Franchisor  has  earned the Initial
Franchise  Fee  upon  receipt,  and  that  the  Initial  Franchise  Fee is not
refundable  to  Franchisee  after  it  is  paid.

     5.    ROYALTIES  ROYALTIES

     5.1.     ROYALTY.  Franchisee agrees to pay to Franchisor
              --------
a  weekly  royalty  ("ROYALTY")  equal  to 7% of the total amount of its Gross
Sales,  defined  in  Section  5.2  , generated from or through its Restaurant.

     5.2.      GROSS SALES  "GROSS SALES" shall be defined as
               -----------
sales of any kind for all services or products from or through the Restaurant,
including  any such sale of services or products made for cash or upon credit,
or  partly for cash and partly for credit, regardless of collection of charges
for  which  credit  is  given, regardless of whether such sale is conducted in
compliance  with or in violation of the terms of this Agreement and regardless
of  whether such sale is at the Franchised Location or off-site, but exclusive
of  discounts,  sales  taxes  or other similar taxes and credits.  Gross Sales
shall  also include the fair market value of any services or products received
by  Franchisee  in  barter  or  exchange  for  its  services  and  products.

     5.3.       ROYALTY PAYMENTS.  Franchisee agrees that
                ----------------
Royalty  payments  shall  be  paid weekly and sent to Franchisor by electronic
funds  transfer,  due  on  Thursday  (for  the preceding Monday through Sunday
period),  or  such  other  specific  day  of  the  week  which Franchisor will
designate  from time to time ("DUE DATE").  Upon the request of Franchisor and
in  no  event  later  than  30  days  prior  to the opening of the Restaurant,
Franchisee  shall execute an Authorization Agreement for preauthorized payment
of  Royalty  payments  by  electronic transfer of funds from Franchisee's bank
account  to  Franchisor's bank account, in the form attached to this Agreement
as  Exhibit  B-4.    On  the Due Date of each week, Franchisee shall report to
Franchisor  by  telephone,  electronic  means  or  in  written form, as may be
reasonably directed by Franchisor, in a manner more fully described in Section
15, with such information and pursuant to such standard transmittal procedures
regarding  Franchisee's  Gross Sales and such additional information as may be
requested  by  Franchisor.    Franchisor  shall  have the right to verify such
Royalty  payments  from  time to time as it deems necessary, in any reasonable
manner.    In  the event that Franchisee fails to have sufficient funds in its
account  or  otherwise  fails  to  pay  any  Royalties due as of the Due Date,
Franchisee  shall owe, in addition to such Royalties, a late charge equivalent
to  2%  per month, of any late Royalty payment; provided, however, in no event
shall  Franchisee be required to pay a late payment at a rate greater than the
maximum  interest  rate  permitted  by  applicable  law.

     5.4.          APPLICATION  OF  PAYMENTS.
                   -------------------------
Notwithstanding  any  designation  Franchisee  might  make, Franchisor has the
discretion  to  apply  any  payments made by Franchisee to any of Franchisee's
past due indebtedness to Franchisor.  Franchisee acknow-ledges that Franchisor
has  the right to set-off any amounts Franchisee may owe to Franchisor against
any  amounts  Franchisor  might  owe  to  Franchisee.

          6.   DEVELOPMENT OF FRANCHISED LOCATION

     6.1.      APPROVAL OF FRANCHISED LOCATION.
               -------------------------------
LOCATION.    Franchisee  may  only  operate  a  QUIZNO'S  Restaurant at a site
approved  by  Franchisor,  which approval will not be unreasonably withheld so
long  as the site meets Franchisor's site selection criteria. Franchisee shall
follow  Franchisor's  site  selection  procedures  in  locating  a  Franchised
Location  for  the  Restaurant.    Franchisee  shall  submit  a completed site
submittal  package,  including  demographics  and other materials requested by
Franchisor,  containing  all  information reasonably required by Franchisor to
assess  a  proposed  Franchised  Location.

     6.2.          LEASE APPROVAL.  Franchisee shall obtain
                   --------------
Franchisor's  prior  written  approval  before executing any lease or purchase
agreement  for  the Franchised Location.  Prior to its execution, Franchisee's
proposed  Franchised Location lease shall be reviewed and certified acceptable
by  Franchisor.   Such review is for the benefit of Franchisor, and Franchisee
acknowledges  that  review and approval of a lease for the Franchised Location
by  Franchisor  does not constitute a recommendation, endorsement or guarantee
by  Franchisor  of the suitability of the Franchised Location or the lease and
Franchisee  should  take  all  steps  necessary  to  ascertain  whether  such
Franchised  Location  and lease are acceptable to Franchisee.  Upon submission
of  a  proposed  Franchised  Location for the Restaurant, Franchisee shall pay
Franchisor  or  its  designated  supplier a lease review fee of $1,450 ("LEASE
REVIEW  FEE").    The Lease Review Fee pays the expenses incurred to negotiate
the  lease.    Franchisee  is  not  a  third-party  beneficiary  of  the lease
negotiation  or  review.  Franchisee agrees that while Franchisor will attempt
to  negotiate  the  most  favorable  terms  possible  under  the Master Lease,
Franchisor  does  not  guaranty that the terms, including rent, will represent
the  most  favorable  terms  available  in  that  market.

     6.3.          LEASE  ASSISTANCE PROGRAM. If
                   ------------------------- 
Franchisee participates in the "LEASE ASSISTANCE PROGRAM," once Franchisor has
approved the Franchised Location, Franchisor will enter into negotiations with
the  Franchised  Location's  landlord  ("MASTER  LANDLORD") and, assuming such
negotiations  are  successful,  enter into a lease for the Franchised Location
("MASTER  LEASE").  The Lease Review Fee will be $2,200.  Franchisee agrees to
then  enter  into  a  sublease  with  Franchisor  or its designated subsidiary
("SUBLEASE")  in    substantially  the  same  form as attached to Franchisor's
Uniform Franchise Offering Circular ("UFOC") as Exhibit H.  The Sublease shall
incorporate  the  terms and conditions of the Master Lease, including rent and
other  charges  payable  thereunder.   Default of the Sublease will constitute
default  of  this  Agreement,  and  default  of this Agreement will constitute
default of the Sublease.  Franchisee acknowledges that approval of a lease for
the  Franchised  Location by Franchisor and execution of the Sublease does not
constitute  a  recommendation,  endorsement  or guarantee by Franchisor of the
suitability  of  the  Franchised Location or the terms of the Master Lease and
Franchisee  should  take  all  steps  necessary  to  ascertain  whether  such
Franchised  Location  and  lease  terms  are  acceptable  to  Franchisee.

     6.4.         SCHEDULE.   Franchisee shall execute a lease no
                  --------
later  than one year from the date of execution of this Agreement.  Franchisor
will  extend  the time in which Franchisee has to obtain an executed lease for
the  Franchised  Location  for  one  three-month  period, in the event factors
beyond  Franchisee's  reasonable  control prevent Franchisee from meeting this
deadline,  so long as Franchisee has made reasonable and continuing efforts to
obtain  and submit for approval an acceptable site and Franchisee requests, in
writing,  an  extension  of  time  in  which to have an executed lease for the
Franchised  Location before the end of the one-year period.  Any lease for the
Franchised Location shall, at Franchisor's option, be collaterally assigned to
Franchisor  as security for performance of Franchisee's obligations hereunder.
Franchisee  shall  deliver  a  copy  of  the  signed  lease for the Franchised
Location  to  Franchisor  within  five  days  of  execution  thereof.

     6.5.         CONVERSION AND DESIGN.  Franchisee
                  ---------------------
acknowledges  that  the  layout,  design,  decoration  and color scheme of the
Restaurants  are an integral part of Franchisor's proprietary Licensed Methods
and accordingly, Franchisee shall convert and decorate the Franchised Location
in accordance with Franchisor's plans, designs and specifications.  Franchisee
shall  also  obtain  Franchisor's written consent to any conversion, design or
decoration  of the Franchised Location before remodeling or decorating begins,
recognizing  that  such  remodeling,  decoration  and  any  related  costs are
Franchisee's  sole  respon-sibility.

     6.6.      SIGNS.  Franchisee shall purchase or otherwise obtain
               -----
for  use  at the Franchised Location and in connection with the Restaurant the
maximum  number  and  size  signs  allowed by applicable building codes, which
signs shall comply with the standards and specifications of Franchisor.  It is
Franchisee's  sole  responsibility  to  ensure  that  all  signs  comply  with
applicable  local  ordinances,  building  codes  and  zoning regulations.  Any
modifications  to  Franchisor's  standards  and specifications for signs which
must  be made due to local ordinances, codes or regulations shall be submitted
to  Franchisor for prior written approval.  Franchisee acknowledges the Marks,
or any other name, symbol or identifying marks on any signs shall only be used
in accordance with Franchisor's standards and specifications and only with the
prior  written  approval  of  Franchisor.

     6.7.     EQUIPMENT.  Franchisee shall purchase or otherwise
              ---------
obtain  for  use  in  connection with the Restaurant such equipment, including
delivery  vehicles (if utilized) and computer hardware and software, of a type
and  in  an  amount  which  complies with the standards and specifica-tions of
Franchisor,  and  only from suppliers or other sources approved by Franchisor.
Franchisee  acknowledges that the type, quality, configuration, capability and
performance  of  the Restaurant equipment are all standards and specifications
which  are a part of the Licensed Methods.  Franchisee shall purchase or lease
for  use  in  the  operation  of the Restaurant an electronic cash register or
computer  system  ("SYSTEM")  approved  by  Franchisor that accurately records
every  sale  or  other  transaction.  Franchisee shall purchase, or Franchisor
may,  in its sole discretion, license to Franchisee for such license fee as it
may  determine, software which shall be used by Franchisee in conjunction with
the  System.    Franchisee  shall  submit  any required reports hereunder in a
format  designated  from time to time by Franchisor.  Franchisee hereby grants
Franchisor  the right to access the System and authorizes Franchisor to obtain
sales,  sales  mix  and  revenue  information  directly by modem or otherwise.
Franchisee  acknowledges  that  Franchisor  will use information from required
reports  primarily to make business and marketing decisions.  Franchisee shall
be obligated to upgrade or update the System and the software, at Franchisee's
sole  cost,  to  meet  Franchisor's then-current standards and specifications.

     6.8.          PERMITS  AND LICENSES.  Franchisee
                   ---------------------
agrees to obtain all permits and licenses required for the lawful construction
and  operation  of  its  Restaurant  together  with  all  certifications  from
government authorities having jurisdiction over the site that all requirements
for  construction  and  operation have been met, including without limitation,
zoning, access, sign, health, fire and safety requirements, building and other
required  construction  permits,  licenses  to do business and fictitious name
registrations,  sales  tax  permits, health and sanitation permits and ratings
and  fire  clearances.  Franchisee agrees to obtain all customary contractors'
sworn  statements  and  partial  and  final  lien  waivers  for  construction,
remodeling,  decorating  and  installation  of  equipment  at  the  Franchised
Location.  Franchisee  shall  keep  copies  of  all  health  department,  fire
department,  building  department  and other similar reports of inspections on
file and available for inspection by Franchisor.  Franchisee shall immediately
forward  to Franchisor any such reports or inspections in which Franchisee has
been  found  not  in  compliance  with  the  underlying  regulation.

     6.9.          COMMENCEMENT  OF OPERATIONS.
                   ---------------------------
Unless  otherwise  agreed  in writing by Franchisor and Franchisee, Franchisee
has  12 months from the date of this Agreement (which may extended 3 months as
provided  by  Section  6.4)  within  which  to  complete  the initial training
program,  described  in Section 7.1, and commence operation of the Restaurant.
Franchisee  shall obtain the written consent of Franchisor prior to commencing
operation  of the Restaurant, which consent shall not be unreasonably withheld
but  cannot  be granted until Franchisor has approved the Franchised Location,
and  Franchisee has:  (1) successfully completed the initial training program;
(2) paid all fees and other amounts due to Franchisor; (3) furnished copies of
all  insurance policies required by this Agreement; (4) built out and equipped
the  Franchised  Location  in  accordance  with  Franchisor's  standards  and
specifications,  and  received  a  QUIZNO'S  certificate  of  occupancy  from
Franchisor;  (5) purchased an inventory of approved products and supplies; and
(6)  otherwise completed all other aspects of development of the Restaurant as
Franchisor  shall  have  reasonably  required.

     7.    TRAINING

     7.1.          INITIAL TRAINING PROGRAM.
                   ------------------------
Franchisee  or,  if  Franchisee is not an individual, the person designated by
Franchisee  to  assume  primary  responsibility  for  the  management  of  the
Restaurant  ("DESIGNATED  MANAGER"),  is  required  to attend and successfully
complete the initial training program which is offered by Franchisor at one of
Franchisor's  designated  training  facilities.    Up to three individuals are
eligible  to  participate  in  Franchisor's  initial  training program without
charge  of  a tuition or fee.  Franchisee shall be responsible for any and all
traveling  and  living expenses incurred in connec-tion with attendance at the
training  program,  as  well  as  wages  or salaries, if any, of the person(s)
receiving  such  training.  At least one individual must successfully complete
the  initial  training program prior to Franchisee's commencement of operation
of its Restaurant.  Franchisor reserves the right to waive all or a portion of
the  training  program or alter the training schedule, if in Franchisor's sole
discretion,  Franchisee  or  its  Designated  Manager  has  sufficient  prior
experience  in  operating  Restaurants.

     7.2.       ADDITIONAL TRAINING PROGRAMS.
                ---------------------------- 
Franchisor reserves the right to conduct, at its sole discretion, one training
program  or  seminar  annually at a location to be determined by Franchisor to
discuss  relevant  business  trends  and share new information relating to the
Restaurant  business.  Attendance at the seminar is optional unless Franchisor
gives  Franchisee at least 60 days prior written notice that the seminar shall
be  mandatory,  in  which  case  Franchisee or its Designated Manager shall be
required  to  attend.  Franchisor shall not require that Franchisee attend any
on-going  training  program  or  seminar  more  than  once  a year.  Mandatory
training  programs and seminars shall not last more than three days.  All such
mandatory  training  will  be  offered  without  charge  of  a tuition or fee;
provided,  however,  Franchisee  will  be  responsible  for  any  and  all
transportation  and  living  expenses,  which  are incurred in connection with
attendance  at  such  additional  training  programs  or  seminars.

     8.    OPERATIONS  MANUAL 

     8.1.      OPERATIONS MANUAL.  Franchisor agrees
               ------------------
to  loan  to  Franchisee  one  or  more  manuals, technical bulletins or other
written  or  videotaped  materials  (collectively  referred  to as "OPERATIONS
MANUAL")  covering  the  proper  operating  and  marketing  techniques  of the
Restaurant  and  for  any  Special  Product(s)  applicable  to the Restaurant.
Franchisee  agrees  that  it  shall  comply  with  the Operations Manual as an
essential  part  of its obligations under this Agreement.  Franchisee shall at
all times be responsible for assuring that its employees and all other persons
under  its  control  comply  with  the  Operations  Manual  in  all  respects.
Franchisee shall not duplicate the Operations Manual nor disclose its contents
to  persons  other  than its employees or officers who need the information to
perform  their  jobs.

     8.2.          CHANGES  TO OPERATIONS MANUAL.
                   -----------------------------
MANUAL.    Franchisor  reserves the right to revise the Operations Manual from
time  to  time  as  it  deems  necessary  to  update  operating  and marketing
techniques  or  standards  and specifications in any manner, including updates
contained in monthly newsletters.  Franchisee, within 30 days of receiving any
updated information, shall in turn update its copy of the Operations Manual as
instructed  by  Franchisor  and  shall conform its operations with the updated
provisions.    Franchisee  acknowledges  that  a master copy of the Operations
Manual  maintained  by Franchisor at its principal office shall be controlling
in  the  event  of a dispute relative to the content of any Operations Manual.

     9.    DEVELOPMENT  ASSISTANCE     

     9.1.          FRANCHISOR'S  DEVELOPMENT  ASSISTANCE.
                   -------------------------------------
DEVELOPMENT  ASSISTANCE.  To assist Franchisee in the initial establishment of
the  Restaurant,  Franchisor  shall  provide  the  following:

     (A)          Assistance  related  to  the  acceptance  of  a site for the
Restaurant,  although  Franchisee  acknowl-edges that Franchisor shall have no
obligation  to select or acquire a site on behalf of Franchisee.  Franchisor's
assistance  will  consist  of, at a minimum, the provision of general criteria
for  a  satisfactory  site  and  a  determination  of  whether a proposed site
fulfills  the requisite criteria prior to formal acceptance of a site selected
by  Franchisee.  Site selection, acquisition and development shall be the sole
obligation  of Franchisee, except as may be set forth in this Agreement or any
other  written  agree-ment  executed  by Franchisor.  Franchisee acknowledg-es
that  Franchisor  is  under no obligation to provide additional site selection
services  other  than as may be set forth in a written, executed agreement and
that  Franchisor's  acceptance  of  the  site  does not imply or guarantee the
success  or  profitability  of  the  site  in  any  manner  whatsoever.

     (B)      Standards and specifications for the build out, interior design,
layout,  floor  plan,  signs,  designs,  color  and  decor  of the Restaurant.

     (C)          Advice  regarding  the  standards and specifications for the
equipment, supplies and materials used in, and the menu items offered for sale
by, the Restaurant and advice regarding the selection of suppliers for and the
purchasing  of  such  items.

     (D)          Guidance in implementing advertising and marketing programs,
operating  and  sales  procedures  and  bookkeeping  and  accounting programs.

     (E)          The  initial  training  in  accordance  with  Section  7.1.

     (F)       Opening assistance consisting of one or more representatives of
Franchisor  on  site at the Franchised Location for not less than five days to
assist  Franchisee  in  opening  the  Restaurant;  provided,  however,  that
Franchisee  shall  hire  and  be  exclusively  responsible  for  the training,
compensation  and  control  of  its  employees.

     (G)        One copy of the Operations Manual, as defined and described in
Section  8  ,  which  shall  be  loaned  to Franchisee during the term of this
Agreement.

     9.2.        RESPONSIBILITIES OF AREA DIRECTOR.
                 ---------------------------------
Franchisor  reserves the right to retain the services of an
area  director  ("AREA DIRECTOR") in the geographic area in which Franchisee's
Restaurant  will  be  located.  In such event, the Area Director, on behalf of
Franchisor,  will  perform  certain  sales,  site  assistance  and supervisory
services,  as  may be directed by Franchisor.  Franchisee agrees in advance to
any  such  delegation  and  assignment  by Franchisor of any portion or all of
Franchisor's  obligations  and  rights  under  this  Agreement.

     10.    OPERATING  ASSISTANCE

     10.1.          FRANCHISOR'S  ASSISTANCE.
                    ------------------------
Franchisor  agrees  that,  during  Franchisee's  operation  of the Restaurant,
Franchisor,  or  its  designated  representatives,  shall  make  available  to
Franchisee  the  following  assistance:

     (A)          Upon  the  reasonable request of Franchisee, consultation by
telephone regarding the continued operation and management of a Restaurant and
advice  regarding Restaurant services, product quality control, menu items and
customer  relations  issues.

     (B)          Access  to  advertising  and promotional materials as may be
developed  by  Franchisor through the Marketing and Promotion Fund (as defined
below).

     (C)     On-going updates of information and programs regarding menu items
and  their  preparation, the Restaurant business and related Licensed Methods,
including  information  about  special or new services or products that may be
developed  and  made  available  to  franchisees  of  Franchisor.

     (D)          The  initial  training  program to replacement or additional
Designated  Managers  during  the term of this Agreement.  Although Franchisor
does  not  currently charge a tuition or fee, Franchisor reserves the right to
charge a tuition or fee in an amount payable in advance, commensurate with the
then-current  published  prices  of  Franchisor for such training.  Franchisee
shall  be  responsible  for  all  travel  and  living expenses incurred by its
personnel  during  the  training  program.

     11.    FRANCHISEE'S  OPERATIONAL  COVENANTS

     11.1.       BUSINESS OPERATIONS.  Franchisee
                 -------------------
acknowledges  that  it  is solely respon-sible for the successful operation of
its  Restaurant  and  that  the  continued  successful  operation  thereof  is
partially  dependent  upon Franchisee's compliance with this Agreement and the
Operations  Manual.  In addition to all other obligations contained herein and
in  the  Operations  Manual,  Franchisee  covenants  that:

     (A)          Franchisee  shall  maintain  a clean, safe, and high quality
Restaurant  operation and shall promote and operate the business in accordance
with  the  Operations  Manual  and  in such a manner as not to detract from or
adversely  reflect upon the name and reputation of Franchisor and the goodwill
associated  with  the  QUIZNO'S  name  and  Marks-.

     (B)          Franchisee will conduct itself and operate its Restaurant in
compliance  with  all applicable laws, regulations and other ordinances and in
such  a manner so as to promote a good public image in the business community.
In  connection  therewith, Franchisee will be solely and fully responsible for
obtaining  any  and  all licenses to operate the Restaurant.  Franchisee shall
keep copies of all health department, fire department, building department and
other  similar  reports of inspections on file and available for inspection by
Franchisor.    Franchisee  shall  immediately  forward  to Franchisor any such
reports  or  inspections  in which Franchisee has been found not in compliance
with  the  underlying  regulation.

     (C)      Franchisee acknowledges that proper management of the Restaurant
is  important and shall ensure that Franchisee or a Designated Manager who has
completed  the  initial training program will be responsible for management of
the  Restaurant  after  commencement  of operations and will be present at the
Franchised  Location  during  operation  of  the  Restaurant.

     (D)          Franchisee acknowledges that the franchise granted hereunder
requires  and  authorizes  Franchisee  to  offer  only authorized products and
services  as  are  more  fully  described  in the Operations Manual, which may
include,  without limitation, submarine and other sandwiches, salads and other
authorized  food and beverage products and related restaurant and carry out or
delivery services.  Franchisee shall maintain at all times a sufficient supply
of  all  menu  items and related food and paper products to ensure, insofar as
possible,  that  such  items  are  at  all  times  available to its customers.
Franchisee shall offer all types of services and products as from time to time
may  be  prescribed  by  Franchisor  and  shall  not  offer any other types of
services  or  products,  or operate or engage in any other type of business or
profession,  from  or  through  the  Restaurant,  unless  Franchisor's written
consent  is  first  obtained.

     (E)          Franchisee  shall  promptly pay when due all taxes and other
obligations  owed to third parties, including without limitation, all federal,
state  and local taxes, and any and all accounts payable or other indebtedness
of  every  kind,  incurred  by  Franchisee  in  the conduct of the Restaurant.

     (F)        Franchisee shall comply with all agreements with third parties
related  to  the  Restaurant  including,  in particular, all provisions of any
premises  lease  or  Sublease.

     (G)      Franchisee agrees to renovate, refurbish, remodel or replace, at
its  own  expense,  the  real  and personal property and equipment used in the
operation  of  the Restaurant, when reasonably required by Franchisor in order
to  comply  with  the image, standards of operation and performance capability
established  by Franchisor from time to time.  If Franchisor changes its image
or  standards  of  operation,  it shall give Franchisee a reasonable period of
time  within  which  to  comply  with  such  changes.

     (H)       Franchisee shall at all times during the term of this Agreement
own  and  control  the  Restaurant  authorized  hereunder.    Upon  request of
Franchisor,  Franchisee  shall  promptly  provide  satisfactory  proof of such
ownership  to  Franchisor.    Franchisee  represents  that  the  Statement  of
Ownership, attached hereto as Exhibit B-5, is true, complete, accurate and not
misleading.    Franchisee  shall  promptly  provide  Franchisor with a written
notification  if  the  information  contained  in  the  Statement of Ownership
changes  at  any  time during the term of this Agreement and shall comply with
the  applicable  transfer  provisions  contained  in  Section  16.  Franchisee
acknowledges  that,  if Franchisee is other than an individual(s), -Franchisor
may  require  that  the  individual  members  of  Franchisee  guarantee  the
performance  of  Franchisee  hereunder and sign the Guaranty and Assumption of
Franchisee's  Obligations  which is attached to this Agreement as Exhibit B-6.

     (I)       Franchisee shall at all times during the term of this Agreement
keep  its  Restaurant  open  during the business hours as may be designated by
Franchisor  from  time  to time in the Operations Manual.  Any deviations from
the  required  hours  must  be  approved  in  writing  by  Franchisor.

     (J)          Franchisee  shall  procure, maintain and provide evidence of
insurance for the Restaurant and its operations, of the types, in the amounts,
and  with  such  terms  and  conditions  as  Franchisor  may from time to time
reasonably  prescribe,  in  the  Operations  Manual  or otherwise.  All of the
required  policies  of  insurance shall name Franchisor as an additional named
insured and shall provide for a 30-day advance written notice to Franchisor of
cancellation.   If Franchisee participates in the Lease Assistance Program, it
shall  use  an  insurance  carrier  approved  by  Franchisor.

     (K)     Franchisee will provide proof of insurance to Franchisor prior to
commencement  of  operations at its Restaurant.  This proof will show that the
insurer  has  been  authorized  to inform Franchisor in the event any policies
lapse or are cancelled.  Franchisor has the right to change the minimum amount
of  insurance  Franchisee  is  required to maintain by giving Franchisee prior
reasonable  notice,  giving  due  consideration  to  what  is  reasonable  and
customary  in  the  similar  business.    Noncompli-ance  with  the  insurance
provi-sions  set  forth  herein  shall  be  deemed  a  material breach of this
Agreement; in the event of any lapse in insurance coverage, in addition to all
other  remedies,  Franchisor  shall  have  the right to demand that Franchisee
cease  operations  of  the  Restaurant  until  coverage  is  reinstated  or,
alterna-tively,  pay any delinquencies in premium payments and charge the same
to  Franchisee.

     12.    ADVERTISING 

     12.1.          APPROVAL  OF ADVERTISING.
                    ------------------------
Franchisee  shall  obtain  Franchisor's prior written ap-proval of all written
advertising or other marketing or promotional programs not previously approved
by Franchisor regarding the Restaurant, including, without limitation, "Yellow
Pages"  advertising,  newspaper  ads,  flyers, brochures, coupons, direct mail
pieces,  specialty  and  novelty  items, radio and television advertising, and
Internet  "web" pages.  Any proposed written advertising or a description of a
marketing  or  promotional program not previously approved by Franchisor shall
be  submitted to Franchisor at least ten days prior to publication, broad-cast
or  use.    Franchisee  ack-nowledges  that  advertising  and  promoting  the
Restaurant  in accordance with Franchisor's standards and specifications is an
essential aspect of the Licensed Methods, and Franchisee agrees to comply with
all  advertising  standards  and  specifica-tions.

     12.2.        GRAND OPENING.  Franchisee agrees to
                  ------------- 
conduct a grand opening advertising and promotional program for the Restaurant
not  earlier  than  30  days  before  opening  and  within  75  days after the
Restaurant  opens  (or as may be otherwise specified by Franchisor) and agrees
to spend a minimum of $5,000 for the grand opening program.  Franchisee agrees
to  provide  Franchisor  with  a summary of grand opening program expenditures
within  120  days  after  the  Restaurant  opens.   Franchisee's grand opening
program will utilize the marketing and public relations programs and media and
advertising  materials  that  Franchisor  has  either  developed  or approved.

     12.3.        MARKETING AND PROMOTION FEE 
                  --------------------------- 
Franchisee  agrees to pay to Franchisor, in addition to Royalties, a Marketing
and Promotion fee ("MARKETING AND PROMOTION FEE") of 1% of the total amount of
Franchisee's  Gross  Sales.    The  Marketing  and  Promotion  Fee shall be in
addition  to  and  not  in  lieu  of  Franchisee's Local Advertising Fee.  The
following  terms  and conditions will apply to the Marketing and Promotion Fee
payment:

     (A)          The  Marketing  and  Promotion  Fee shall be payable weekly,
concurrently  with  the  payment  of  the  Royalties, based on Gross Sales (as
defined  in  Section  5.2)  for  the  immediately  preceding reporting period.
Franchisee  shall execute an Authorization Agreement for preauthorized payment
of  Marketing  and  Promotion  Fees  by  electronic  transfer  of  funds  from
Franchisee's  bank  account to the bank account designated by Franchisor.  Any
Marketing  and  Promotion  Fee  collected  by  Franchisor will be deposited by
Franchisor  in  one  or  more  separate accounts (referred collectively as the
"FUND"),  all  designated  as  "QUIZNO'S  MARKETING  AND PROMOTION FUND."  The
Marketing  and  Promotion Fees will be subject to the same late charges as the
Royalties.  Upon written request by Franchisee, Franchisor will make available
to  Franchisee, no later than 120 days after the end of each calendar year, an
annual  financial  statement  for the Fund which indicates how deposits to the
Fund  have  been  spent.

     (B)          The  Fund  will  be adminis-tered by Franchisor, in its sole
discretion, and may be used for production and placement of media advertising,
direct  response  literature,  direct mailings, brochures, collateral material
advertising,  surveys  of  advertising  effectiveness, or other advertising or
public  relations  expenditures  relating to advertising Franchisee's services
and  products  and providing professional services, materials and personnel to
support  the  marketing  function.    Franchisor  may  reimburse  itself  for
administrative  costs, independent audits, reasonable accounting, bookkeeping,
reporting  and  legal expenses, taxes and other reasonable direct and indirect
expenses  as  may be incurred by Franchisor or its authorized representa-tives
in  connection  with  the programs funded by the Fund.  Franchisor will not be
liable  for  any  act or omission with respect to such Fund that is consistent
with  this  Agreement  and is done in good faith.  Franchisor may spend in any
fiscal  year  an amount greater or less than the aggregate contribution of all
Restaurants  to the Fund in that year, and the Fund may borrow from Franchisor
or  others  to cover deficits or to invest in any surplus for future use.  All
interest  earned  on  monies  contributed  to  the  Fund  will  be used to pay
advertising  costs  before  other assets of the Fund are expended.  Franchisor
may  cause  the Fund to be incorporated or operated through a separate entity,
at  such  time  as Franchisor deems appropriate, and such successor entity, if
established, will have all rights and duties of Franchisor with respect to the
Fund  as  specified  in  this Section.  Franchisor undertakes no obligation to
ensure  that the Fund benefits each Restaurant in proportion to its respective
contributions.    The Fund's primary purpose is to support sales by the entire
QUIZNO'S  System  and  to  build  brand  identity.

     12.4.          LOCAL ADVERTISING.  Franchisee
                    ----------------- 
agrees  to  spend not less than 3% of the total amount of its Gross Sales each
calendar  quarter for local advertising ("LOCAL ADVERTISING FEE").  Franchisor
may  request  that  Franchisee  prepare  and  submit  a  quarterly  report  to
Franchisor  which  accounts  for the use of the Local Advertising Fee no later
than  10  days  following  the end of each calendar quarter during the term of
this  Agreement.  Franchisor may collect and designate all or a portion of the
Local  Advertising  Fee  to  the  Marketing  and  Promotion  Fund.

     12.5.         REGIONAL ADVERTISING PROGRAMS.
                   -----------------------------
Although not obligated to do so, Franchisor may create a regional
advertising  program  ("REGIONAL  ADVERTISING")  for  the  benefit  of  the
Restaurants  located  within a particular region.  Franchisor has the right to
(i)  allocate  any portion of the Marketing and Promotion Fund to the Regional
Advertising  program;  and  (ii) collect and designate all or a portion of the
Local  Advertising  Fee  to  a  Regional  Advertising  program.  If a Regional
Advertising  program  is  established,  Franchisor  may  increase  the  Local
Advertising  Fee by 1%; provided that in no event shall Franchisee be required
to  spend  more  than  a total of 5% of its Gross Sales, in the aggregate, for
Local  Advertising  Fee,  Regional Advertising and Marketing and Promotion Fee
contributions,  inclusive  of  Yellow  Pages  advertising.  Franchisor has the
right,  in its sole discretion, to determine the composition of all geographic
territories  and  market  areas for the implementation of Regional Advertising
and  promotion  campaigns  and  to require that Franchisee participate in such
Regional  Advertising  programs  as  and  when  they  may  be  established  by
Franchisor.    If a Regional Advertising program is implemented on behalf of a
particular  region.  Franchisor reserves the right to establish an advertising
cooperative  for  a  particular  region  to  enable  the  cooperative  to
self-administer  the  Regional  Advertising  program, and Franchisee agrees to
participate  in  such  cooperative.

     13.    QUALITY  CONTROL        

     13.1.      STANDARDS AND SPECIFICATIONS  
                ----------------------------  
Franchisor  will make available to Franchisee standards and specifications for
services  and  products offered at or through the Restaurant and the uniforms,
recipes,  materials,  forms, menus, items and supplies used in connection with
the  franchised  business.   Franchisor reserves the right to change standards
and  specifica-tions  for  services  and  products  offered  at or through the
Restaurant  or for the uniforms, recipes, materials, forms, items and supplies
used  in  connection  with  the franchised business upon 30 days prior written
notice  to  Franchisee.

     13.2.       INSPECTIONS.  Franchisor shall have the right
                 -----------
to  interview  customers or examine the Franchised Location and to examine and
copy  its  books,  records,  and  documents,  including without limitation the
inventory,  products,  equipment,  materials or supplies, to ensure compliance
with  all  standards  and  specifications set by Franchisor.  Franchisor shall
conduct such inspections during regular business hours without prior notice to
Franchisee.

     13.3.          RESTRICTIONS  ON SERVICES AND PRODUCTS
                    --------------------------------------
Franchisee is prohibited from offering or selling any
services  or  products  from  or  through  the  Restaurant  that have not been
previously  authorized  by  Franchisor.    However,  if Franchisee proposes to
offer,  conduct  or utilize any services, products, materials, forms, items or
supplies  for  use  in connection with or sale through the Restaurant that are
not  approved  by  Franchisor,    Franchisee  shall first notify Franchisor in
writing requesting approval.  Franchisor may, at its sole discretion, elect to
withhold  such  approval;  however,  in  order  to  make  such  determination,
Franchisor may require submission of specifica-tions, informa-tion, or samples
of  such  services, products, materials, forms, items or supplies.  Franchisor
will  advise  Franchisee  within  a  reasonable  time  whether  such products,
supplies  or  services  meet  its  specifications.

     13.4.        APPROVED SUPPLIERS    Franchisee shall
                  ------------------  
purchase  all  equipment,  products, services, supplies and materials required
for  the  operation  of  the  Restaurant  licensed herein, from manufacturers,
suppliers  or  distributors  designated  by  Franchisor  or,  if  there  is no
designated  supplier  for  a  particular product, service, supply or material,
from  such  other  suppliers  who  meet all of Franchisor's specifications and
standards as to quality, composi-tion, finish, appearance and service, and who
shall  adequately  demonstrate  their  capacity  and  facilities  to  supply
Franchisee's  needs in the quantities, at the times, and with the reliabil-ity
requisite  to  an  efficient  operation.    Franchisor  reserves  the right to
designate,  from  time  to time, a single supplier for any services, products,
equipment,  supplies  or  materials  and  to  require Franchisee to use such a
designated  supplier  exclusively.

     13.5.          REQUEST  FOR  CHANGE OF SUPPLIER    
                    --------------------------------    
In  the  event Franchisee desires to purchase products, services,
supplies or materials from manufacturers, suppliers or distributors other than
those previously approved by Franchisor, Franchisee shall, prior to purchasing
any  such products, services, supplies or materials, give Franchisor a written
request  to change supplier.  Franchisor shall notify Franchisee in writing of
its  approval  or  rejection of the proposed supplier within a reasonable time
after  Franchisor's  completion of its investigation of the proposed supplier.
Franchisor  may  from  time  to time inspect any manufacturer's, suppliers, or
distributor's facilities and products to assure proper production, processing,
storing  and transportation of products, services, supplies or materials to be
purchased  from  the  manufacturer,  supplier  or  distributor  by Franchisee.
Permission  for such inspection shall be a condition of the continued approval
of  such  manufacturer,  supplier  or distributor.  Franchisor may at its sole
discretion,  for  any  reason  whatsoever,  elect  to withhold approval of the
manufacturer,  supplier  or  distributor;  however,  in  order  to  make  such
determination,  Franchisor  may  require  that  samples  from  a  proposed new
supplier  be delivered to Franchisor for testing prior to approval and use.  A
charge not to exceed the actual cost of the test may be made by Franchisor and
shall  be  paid  by  Franchisee.

     14.   MARKS, TRADE NAMES AND PROPRIETARY INTERESTS 

     14.1.          MARKS.  Franchisee hereby acknowledges that
                    -----
Franchisor  has  the sole right to license and control Franchisee's use of the
QUIZNO'S  service  mark,  design  and  other of the Marks, and that such Marks
shall remain under the sole and exclusive ownership and control of Franchisor.
Franchisee  acknowledges that it has not acquired any right, title or interest
in  the  Marks  except  for the right to use the Marks in the operation of its
Restaurant  as it is governed by this Agreement.  Franchisee shall display the
Marks prominently at the Restaurant and on packaging and serving materials and
in  connection  with  forms,  advertising  and  marketing,  all in a manner as
Franchisor  shall  reasonably  prescribe.    Franchisee further agrees that no
Marks  other than "QUIZNO'S," "QUIZNO'S CLASSIC SUBS" or such other trademarks
as  may  be specified by Franchisor shall be used in the marketing, promotion,
identification  or operation of the Restaurant, except with Franchisor's prior
written  consent.

     14.2.          LICENSED  METHODS.  Franchisee hereby
                    -----------------
acknowledges  that  Franchisor  owns and controls the distinctive plan for the
es-tablishment,  operation  and  promotion  of  Restaurants  and  all  related
licensed  methods  of  doing  business,  previously  defined  as  the Licensed
Methods,  which  include,  but  are  not  limited  to, recipes, menu items and
cooking  methods, technical restaurant equipment standards, order and take-out
fulfillment  methods  and  customer  relations,  marketing techniques, written
promotional  materials  and  Operations  Manual  contents,  advertising,  and
accounting  systems,  all of which constitute trade secrets of Franchisor, and
Franchisee  acknowledges  that  Franchisor  has valuable rights in and to such
trade  secrets.  Franchisee further ack-nowledges that it has not acquired any
right,  title or interest in the Licensed Methods, except for the right to use
the  Licensed Methods in the operation of the Restaurant, and that any and all
innovations,  additions  or improvements made to the Licensed Methods, even if
by  Franchisee,  shall  be  owned  by  and inure to the benefit of Franchisor.

     14.3.      TRADEMARK INFRINGEMENT.  Franchisee
                ----------------------
agrees to notify Franchisor in writing of any possible infringement or illegal
use  by  others of a trademark the same as or confusingly similar to the Marks
which  may  come  to  its  attention.  Franchisee acknowledges that Franchisor
shall  have the right, in its sole discretion, to determine whether any action
will  be  taken  in   response to any possible infringement or illegal use and
agrees  to  fully  cooperate  with  Franchisor  in  any  such  litiga-tion.

     14.4.          FRANCHISEE'S BUSINESS NAME.
                    --------------------------
Franchisee acknowledg-es that Franchisor has a prior and superior claim to the
QUIZNO'S trade name. Franchisee shall not use the word "QUIZNO'S" in the legal
name  of  its  corporation,  partnership  or any other business entity used in
conducting  the  business  provided  for  in this Agree-ment.  Franchisee also
agrees  not  to  register  or  attempt to register a trade name using the word
"QUIZNO'S"  or  any portions thereof in Franchisee's name or that of any other
person  or  business  entity,  without  prior  written  consent of Franchisor.

     14.5.      CHANGE OF MARKS.  In the event Franchisor,
                ----------------
in  its  sole  discretion,  decides  to  modify  or  discontinue  use  of  any
proprietary  Marks,  or  to develop additional or substitute marks, Franchisee
shall, within a reasonable time after receipt of written notice thereof, -take
such  action, at Franchisee's sole expense, as may be necessary to comply with
such  modification,  discontinuation,  addition  or  substitution.

     15.    REPORTS,  RECORDS  AND  FINANCIAL  STATEMENTS 

     15.1.        FRANCHISEE REPORTS.  Franchisee shall
                  ------------------
use  the  bookkeeping  services described in and shall execute Exhibit B-7 for
the  first  12 months Franchisee's first Restaurant is operating.  After that,
Franchisee  may  discontinue  the  bookkeeping  service  90  days  following
completion  of  the  following  :  Franchisee retains a full time professional
accountant (approved in writing by Franchisor) to provide bookkeeping services
(at  Franchisee's  expenses)  and that accountant agrees in writing (on a form
acceptable  to  Franchisor) to provide timely financial statements required by
this  Section  15.    If Franchisee fails to provide such financial statements
more  than  2 times in any 12-month period, in addition to any other remedies,
Franchisor  may require Franchisee to use Franchisor's bookkeeping services at
the  then-current  fee.  Franchisee shall also provide to Franchisor financial
and  accounting  reports  in  a  manner  and form as Franchisor may reasonably
require,  including:

     (A)       Weekly summary reports, submitted by no later than the Due Date
each  week (defined in Section 5.3) and containing information relative to the
previous  weekly  reporting  period  operations;

     (B)         Any other data, information and supporting records reasonably
requested  by Franchisor from time to time (including without limitation daily
and  weekly  reports  of  product  sales  by  category);

     (C)       Within 15 days after the end of each month, an income statement
of  Franchisee's  Restaurant  for  such month and for the fiscal year to date,
prepared  in accordance with generally accepted accounting principles ("GAAP")
consistently  applied,  in  Franchisor's  recommended  format;  and

     (D)       Within 90 days after the end of Franchisee's fiscal year, which
shall  be  the  calendar  year,  an  income  statement  and  balance  sheet of
Franchisee's  Restaurant  for  such  fiscal  year  (reflecting  all  year-end
adjustments),  and  a  statement  of  changes  in  cashflow of the Restaurant,
prepared  in  accordance  with GAAP, consistently applied, and in Franchisor's
recommended  format.  Franchisor reserves the right to require that Franchisee
have  reviewed  financial  statements  prepared  on  an  annual  basis.

     15.2.     FINANCIAL RECORDS USE AND ACCESS.   
               --------------------------------  
Franchisor  reserves  the  right  to disclose data derived from all
financial and accounting reports received from Franchisee, without identifying
Franchisee by name or by Restaurant.  Franchisee reserves the right to require
that Franchisee  install and maintain, as a part of the System, (defined in 
Section 6.6),  a telephone modem and dedicated line at the Restaurant which 
Franchisor may  access  to obtain sales information and data of the System and 
Franchisee agrees  to cooperate with Franchisor's procedures regarding such 
System.  With respect to the operation and financial condition of the 
Restaurant, Franchisee agrees  to  furnish  Franchisor  the financial and 
accounting reports required hereunder  in  a  form  reasonably prescribed by 
Franchisor which may include, without  limitation,  computer  diskette,  
electronic  mail  and  facsimile transmission.

     15.3.          BOOKS AND RECORDS.  Franchisee shall
                    -----------------
maintain all books and records for its Restaurant in accordance with generally
accepted  accounting  principles,  consistently  applied,  and  preserve  such
records,  including  cash  register  tapes,  shift  reports,  weekly operating
summaries  and  sales  tax  returns, for at least three years after the fiscal
year  to  which  they  relate.

     15.4.          AUDIT OF BOOKS AND RECORDS.
                    --------------------------
Franchisee shall permit Franchisor or its representatives to inspect and audit
the  books  and  records  of  the  Restaurant  at  any  reasonable  time,  at
Franchisor's  expense.  If any audit discloses a deficiency in amounts owed to
Franchisor,  then  such amounts shall become immediately payable to Franchisor
by  Franchisee,  with  interest  from  the  date such payments were due at the
lesser  of  2%  per month or the maximum rate allowed by law.  In addition, if
such  audit  discloses  that  the  Gross  Sales  of  the  Restaurant have been
understated  by  2%  or more during the audit period, Franchisee shall pay all
reasonable  costs  and  expenses  Franchisor  incurred in connection with such
audit.

          16.    TRANSFER 

     16.1.          TRANSFER  BY  FRANCHISEE.  The
                    ------------------------
franchise  granted  herein  is  personal  to  Franchisee and, except as stated
below,  Franchisor  shall  not  allow  or  permit  any  transfer,  assignment,
subfranchise  or  conveyance  of this Agreement or any interest hereunder.  As
used  in  this Agreement, the term "TRANSFER" includes Franchisee's voluntary,
involuntary, direct or indirect assignment, sale, gift or other disposition of
any  interest  in:    (1)  this  Agreement; (2) the Franchisee entity; (3) the
Restaurant  governed by this Agreement; or (4) all or a substantial portion of
the  assets  of  the  Restaurant.

     16.2.       PRE-CONDITIONS TO FRANCHISEE'S TRANSFER  
                 ---------------------------------------   
Franchisee  shall  not  engage in a transfer unless
Franchisee  obtains  Franchisor's  written  consent,  and  Franchisee  and the
proposed  transferee  comply with the following requirements:  (a) All amounts
due  and  owing  pursuant to this Agreement by Franchisee to Franchisor or its
affiliates  or  to  third  parties  whose  debts or obligations Franchisor has
guaranteed on behalf of Franchisee, if any, are paid in full; (b) the proposed
transferee  agrees  to  operate  the  Restaurant  as a QUIZNO'S Restaurant and
agrees  to  sign  the  then-current  form  of  franchise  agreement  and
satisfac-torily  complete  the initial training program, which training may be
completed  by the transferee either prior to or immediately after the transfer
is effective; (c) Franchisee provides written notice to Franchisor at least 30
days  prior  to  the  proposed  effective  date  of the transfer, and includes
information reasonably detailed to enable Franchisor to evaluate the terms and
conditions of the proposed transfer, and which at a minimum includes a written
offer  from  the  proposed  transferee;  (d)  the proposed transferee provides
informa-tion  to  Franchisor  sufficient for Franchisor to assess the proposed
transferee's  business  experience,  aptitude and financial qualification, and
Franchisor  approves  -the proposed transferee as a franchisee; (e) Franchisee
executes  a  general release, in a form satisfactory to Franchisor, of any and
all  claims  against Franchisor, its affiliates and their respective officers,
directors,  employees  and  agents;  (f) Franchisee or the proposed transferee
pays  a  transfer  fee  in  an amount equal to 25% of the then-current Initial
Franchise  Fee  for  the  type  of  Restaurant being transferred, which fee is
required  to  cover  Franchisor's reasonable expenses related to the transfer,
including  training;  provided,  however, that no transfer fee will be charged
for  a  transfer  by  Franchisee  to a corporation wholly-owned by Franchisee,
between  partners  of  a partnership Franchisee or to a spouse of a Franchisee
upon the death or disability of Franchisee; and (g) Franchisee agrees to abide
by  all    post-termination  covenants  set  forth  herein,  including without
limitation  the  covenant  not  to  compete  set  forth  in  Section  20.3.

     16.3.      FRANCHISOR'S APPROVAL OF TRANSFER    
                ---------------------------------  
 Franchisor  has  30  days  from the date of the written notice to
approve or disapprove, in writing, Franchisee's proposed transfer.  Franchisee
acknowledges  that  the proposed transferee shall be evaluated for approval by
Franchisor based on the same criteria as is currently being used to assess new
franchisees  of  Franchisor and that the proposed transferee shall be provided
with  such  disclosures  as  may  be  required  by  state  or  federal  law.

16.4.         RIGHT OF FIRST REFUSAL.  In the event
              ----------------------
Franchisee  wishes  to  engage  in  a  transfer, Franchisee agrees to grant to
Franchisor  a  30-day right of first refusal to purchase such rights, interest
or  assets  on  the  same terms and conditions as are contained in the written
notice  set  forth  in  Section  16.2(c);  provided,  however,  the  following
additional  terms  and conditions shall apply: (a)  the right of first refusal
will  be  effective  for each proposed transfer and any material change in the
terms  or conditions of the proposed transfer shall be deemed a separate offer
on  which Franchisor shall have a new 30-day right of first refusal;  (b)  the
30-day  right of first refusal period will run concurrently with the period in
which the Franchisor has to approve or disapprove the proposed transferee; (c)
     if  the  consideration  or  manner  of  payment  offered  by  a  proposed
transferee  is  such that Franchisor may not reasonably be required to furnish
the  same,  then  Franchisor may purchase the interest which is proposed to be
sold for the reasonable cash equivalent.  If the parties cannot agree within a
reasonable  time  on the cash consideration, an independent appraiser shall be
designated  by  Franchisor,  whose  determi-nation  will  be  binding upon the
parties; all expenses of the appraiser shall be paid for equally by Franchisor
and  Franchisee;  and  (d)  if Franchisor chooses not to exercise its right of
first  refusal,  Franchisee  shall be free to complete the transfer subject to
compliance  with  Sections  16.2  and  16.3.

     16.5.          TYPES  OF  TRANSFERS.  Franchisee
                    --------------------
acknowledges  that  Franchisor's  right  to  approve  or disapprove a proposed
transfer as provided for above shall apply (1) if Franchisee is a partnership,
corporation  or other business association, (i) to the addition or deletion of
a  partner,  shareholder  or members of the association or the transfer of any
ownership  interest  among existing partners, shareholders or members; (ii) to
any  proposed  transfer  of  25%  or  more  of  the  interest  (whether stock,
partnership  interest,  or membership interest) to a third party, whether such
transfer  occurs  in  a single transaction or several transactions; and (2) if
Franchisee  is  an  individual,  to  the  transfer  from  such  individual  or
individuals  to  a  corporation  or  entity  controlled by them, in which case
Franchisor's  approval  will  be conditioned upon: (i) the continuing personal
guarantee  of  the  individual  (or  individuals)  for  the  performance  of
obligations  under  this Agreement; and (ii) a limitation on the corporation's
or  other  entity's  business activity to that of operating the Restaurant and
related  activities; provided that with respect to such transfer, Franchisor's
right  of  first  refusal to purchase shall not apply and Franchisor shall not
charge  a  transfer  fee

     16.6.          TRANSFER  BY  FRANCHISOR.  This
                    ------------------------
Agreement  is fully assignable by Franchisor and shall inure to the benefit of
any  assignee  or  other  legal  successor  in  interest.

     16.7.          FRANCHISEE'S DEATH OR DISABILITY
                    --------------------------------
Upon  the  death  or  permanent disability of Franchisee (or an
individual  owning  25%  or more of, or controlling, a Franchisee entity), the
personal  representa-tive  of such person shall transfer Franchisee's interest
in  this  Agreement  or  such interest in the Franchisee entity to an approved
third  party.  Such disposition of this Agreement or such interest (including,
without  limitation,  transfer  by  bequest or inheritance) shall be completed
within  a  reasonable  time,  not to exceed 120 days from the date of death or
permanent  disability  (unless  extended by probate proceedings), and shall be
subject  to all terms and conditions applicable to transfers contained in this
Section  16; provided, however, that for purposes of this Section, there shall
be  no  transfer  fee charged by Franchisor.  Failure to transfer the interest
within  said  period of time shall constitute a breach of this Agreement.  For
the  purposes  hereof,  the term "PERMANENT DISABILITY" shall mean a mental or
physical  disability,  impairment  or condition that is reasonably expected to
prevent  or  actually does prevent Franchisee (or the owner of 25% or more of,
or  controlling,  a  Franchisee  entity)  from  supervising the management and
operation  of  the  Restaurant for a period of 120 days from the onset of such
disability,  impairment  or  condition.

     17.    TERM  AND  RENEWAL

     17.1.         TERM.  The primary term of this Agreement is for a
                   ----    
period  of  15  years  from  the  Effective  Date, unless sooner terminated as
provided  herein.

     17.2.          RENEWAL   At the end of the primary term,
                    -------   
Franchisee  shall  have  the  option  to  renew  its  franchise  rights for an
additional  15-year  term,  so  long  as  Franchisee:

     (A)        Has -complied with all provisions of this Agreement during the
primary  term,  including  the  payment on a timely basis of all Royalties and
other  fees.   "COMPLI-ANCE" shall mean, at a minimum, that Franchisee has not
received  any  written  notification  from Franchisor of breach hereunder more
than  four  times  during  the  primary  term;

     (B)          Is  not  in  default or under notification of breach of this
Agreement  at  the  time  it  gives  notice  under  Section  17.3;

     (C)     Agrees to upgrade and remodel the Restaurant at Franchisee's sole
expense (the necessity of which shall be at the sole discretion of Franchisor)
to  conform  with  the  then-current  Operations  Manual;

          (D)          Executes  a  general release, in a form satisfactory to
Franchisor,  of  any and all claims against Franchisor and its affiliates, and
their  respective  officers, directors, employees and agents arising out of or
relating  to  this  Agreement;  and

     (E)          Executes the then-current form of Franchise Agreement, which
agreement  may contain terms materially different than those in this Agreement
including  terms  changing  the  Royalty  and other fee amounts; provided that
Franchisee  shall  not  be  required  to pay a new Initial Franchise Fee.  For
purposes  of  this  Section,  the  renewed  franchised rights shall constitute
successor  franchise  rights.

     17.3.        EXERCISE OF RENEWAL.  Franchisee may
                  -------------------
exercise  its  option  to  renew  by giving written notice of such exercise to
Franchisor  not  more  than  one  year  nor  less  than  180 days prior to the
expiration of the primary term.  Franchisee must also pay a $1,000 renewal fee
to  Franchisor  concurrently  with the execution of the then-current Franchise
Agreement,  to  cover  Franchisor's expenses related to reviewing Franchisee's
operations  and  approving the renewal. If Franchisee fails to comply with any
of  the  conditions  listed  above  (other than execution of the new Franchise
Agreement or payment of the renewal fee), Franchisor shall give notice to that
effect  to  Franchisee  no later than 90 days before expiration of the primary
term.

     18.    DEFAULT  AND  TERMINATION  

     18.1.          TERMINATION  BY  FRANCHISEE.
                    ---------------------------
Franchisee  shall  have  the  right to terminate this Agreement, if Franchisor
materially  fails  to comply with this Agreement and fails to cure its default
within  30  days  after  written  notice  of  the  default  from  Franchisee.
Notwithstanding  the  foregoing,  if the breach is curable, but is of a nature
which  cannot be reasonably cured within such 30-day period and Franchisor has
commenced  and  is  continuing  to  make good faith efforts to cure the breach
during  such 30-day period, Franchisor shall be given an additional reasonable
period  of  time  to  cure  the  same, and this Agreement shall not terminate.

     18.2.          TERMINATION  BY  FRANCHISOR  -  EFFECTIVE  UPON  NOTICE
                    -------------------------------------------------------
 Franchisor shall have the
right,  at  its  option,  to  terminate  this Agreement and all rights granted
Franchisee hereunder, without affording Franchisee any opportunity to cure any
default  (subject  to  any  state  laws to the contrary, where state law shall
prevail),  effective upon receipt of notice by Franchisee, upon the occurrence
of  any  of  the  following  events:

     (A)          UNAUTHORIZED  DISCLOSURE.  If Franchisee or any person under
                  ------------------------
Franchisee's  control  intention-ally  or  negligently  discloses  to  any
unauthorized  person,  or copies or reproduces, the contents of or any part of
the  Operations  Manual or any other trade secrets or confidential information
of  Franchisor;

     (B)          FRAUD OR CONDUCT EFFECTING THE MARKS.  If Franchisee commits
                  ------------------------------------
fraud  in  connection  with  the  purchase  or  operation of the Restaurant or
otherwise  engages  in  conduct  that,  in  the  sole  judgment of Franchisor,
materially  impairs  the  goodwill  associated  with  the  Marks.

     (C)      ABANDONMENT.  If Franchisee ceases to operate the Restaurant or
              -----------
otherwise  abandons  the Restaurant for a period of 5 consecutive days, or any
shorter period that indicates an intent by Franchisee to discontinue operation
of  the  Restaurant,  unless and only to the extent that full operation of the
Restaurant  is suspended or terminated due to fire, flood, earthquake or other
similar causes beyond Franchisee's control and not related to the availability
of  funds  to  Franchisee;

     (D)       INSOLVENCY; ASSIGNMENTS.  If Franchisee becomes insolvent or is
               -----------------------
adjudicated  a  bankrupt;  or  any action is taken by Franchisee, or by others
against  Franchisee  under  any  insolvency, bankruptcy or reorganization act,
(this provision may not be enforceable under federal bankruptcy law, 11 U.S.C.
101  et  seq.),  or  if  Franchisee  makes  an  assignment  for the benefit of
creditors,  or  a  receiver  is  appointed  by  Franchisee;

     (E)          UNSATISFIED  JUDGMENTS;  LEVY; FORECLOSURE.  If any material
                  ------------------------------------------
judgment  (or  several  judgments  which  in  the  aggregate  are material) is
obtained  against  Franchisee and remains unsatisfied or of record for 30 days
or  longer  (unless  a supersedeas or other appeal bond has been filed); or if
execution  is levied against Franchisee's business or any of the property used
in  the operation of the Restaurant and is not discharged within 5 days; or if
the  real  or  personal  property of Franchisee's business shall be sold after
levy  thereupon  by  any  sheriff,  marshall  or  constable;

     (F)      CRIMINAL CONVICTION.  If Franchisee (or any of its shareholders,
              -------------------
partners,  or  members)  is  convicted  of  a  felony, a crime involving moral
turpitude,  or  any crime or offense reasonably likely, in the sole opinion of
Franchisor,  to materially and unfavorably affect the Licensed Methods, Marks,
and  the  associated  goodwill  and  reputation  thereof;

     (G)     FAILURE TO MAKE PAYMENTS.  If Franchisee fails to pay any amounts
             ------------------------
due  Franchisor  or affiliates within 10 days after receiving notice that such
fees  or  amounts  are  overdue;

     (H)       FINANCIAL REPORTING.  If Franchisee intentionally under reports
               -------------------
Gross  Sales  in any amount, or negligently under reports Gross Sales by 5% or
more  during  any  reporting  period;

     (I)         FAILURE TO COMPLETE TRAINING OR OPEN.  If Franchisee fails to
                 ------------------------------------
complete  the  initial  training  program  to  Franchisor's satisfaction or to
commence  operations  of  the  Restaurant  within  the  time specified herein;

     (J)          MISUSE  OF  MARKS.  If Franchisee misuses or fails to follow
                  -----------------
Franchisor's  directions  and guidelines concerning use of the Marks and fails
to  correct  the  misuse  or  failure  within  10 days after notification from
Franchisor;

     (K)     REPEATED NONCOMPLIANCE.  If Franchisee has received three notices
             ----------------------
of default from Franchisor within a 12-month period, regardless of whether the
defaults  were  cured  by  Franchisee;

     (L)       RIGHT TO POSSESSION OF PROPERTY.  If Franchisee loses the right
               -------------------------------
to  occupy  the  Restaurant's  premises  because  of  a  default  under  the
Franchisee's  lease or Sublease, or defaults under any other agreement related
to  use  or  operation  of  the  Restaurant;  or

     (M)          UNAUTHORIZED  TRANSFER.    If Franchisee sells, transfers or
                  ----------------------
otherwise  assigns  the  franchise, an interest in the franchise or Franchisee
entity,  this Agreement, the Restaurant or a substantial portion of the assets
of the Restaurant owned by Franchisee without complying with the provisions of
Section  16.

     18.3.      TERMINATION BY FRANCHISOR - THIRTY DAYS NOTICE 
                ---------------------------------------------- 
 Franchisor shall have the right to
terminate  this  Agreement  (subject  to any state laws to the contrary, where
state law shall prevail), effective upon 30 days written notice to Franchisee,
if  Franchisee  breaches  any other provision of this Agreement, including but
not  limited  to,  if  Franchisee  fails  to  substantially  comply  with  the
Operations  Manual,  and  fails to cure the default during such 30 day period.
In  that  event,  this  Agreement  will  terminate  without  further notice to
Franchisee,  effective  upon expiration of the 30 day period.  Notwithstanding
the  foregoing,  if  the breach is curable, but is of a nature which cannot be
reasonably cured within such 30 day period and Franchisee has commenced and is
continuing  to  make  good faith efforts to cure the breach during such 30 day
period,  Franchisee  shall be given an additional reasonable period of time to
cure  the  same,  and  this  Agreement  shall  not  terminate.

     18.4.          LATE FEE. In addition to its other rights and
                    --------
remedies  hereunder,  Franchisor  may charge Franchisee a late fee of $100 per
violation  by Franchisee of any term or condition of this Agreement, including
without  limitation  failure to pay (or to have adequate amounts available for
electronic transfer for) amounts owed Franchisor, or failure to timely provide
required reports.  This fee may be changed or eliminated by Franchisor, in its
sole  discretion,  in  the  future.

     18.5.        FAILURE TO COMPLY WITH REPORTING REQUIREMENTS. 
                  ---------------------------------------------    
If Franchisee fails to prepare and submit
any  statement  or  report as required under Section 15, then Franchisor shall
have the right to treat Franchisee's failure as good cause for termina-tion of
this Agreement.  In addition to all other remedies available to Franchisor, in
the  event that Franchisee fails to prepare and submit any statement or report
required  under  Section  15 for two consecutive reporting periods, Franchisor
shall  be  entitled  to  make  an  audit,  at  the  expense  of Franchisee, of
Franchisee's  books,  records  and  accounts,  including  Franchisee's  bank
accounts,  which in any way pertain to the Gross Sales of the Restaurant.  The
statements  or  reports not previously submitted shall be prepared by or under
the  direction  and supervi-sion of an independent certified public accountant
selected  by  Franchisor.    In  addition to its other rights and remedies, if
Franchisee  fails  to comply with the reporting requirements under Section 15,
Franchisor  shall have the right to collect, in addition to the late fee, $500
per  week for royalty payments and $100 per week for advertising payment (or a
greater  amount  if  Franchisor  reasonably  estimates  that the Restaurant is
generating  higher  Gross Sales), provided that any amounts will be reconciled
and  adjusted  as  needed when Franchisor receives actual Gross Sales amounts.

     18.6.       RIGHT TO REPURCHASE. Except in
                 ------------------- 
the case of a renewal under Section 17, upon termination or expiration of this
Agreement  for  any  reason,  Franchisor shall have the option to purchase the
Restaurant,  or  a portion of the assets of the Restaurant, which may include,
at  Franchisor's option, all of Franchisee's interest, leasehold or otherwise,
in  and  to  the  real  estate  upon  which the Restaurant is located, and all
buildings  and other improvements related thereto.  The purchase price for the
assets  to  be  transferred  will  be 30% of the Gross Sales of the Restaurant
during  the  12 calendar months immediately proceeding the date of termination
or  expiration,  and  will be adjusted by setting off any amount then owing by
Franchisee  to  Franchisor,  including  any amounts paid by Franchisor to cure
Franchisee's  defaults  with  third parties such as landlords (the decision to
pay  such  cure  amounts  to  be  in  the  sole  and  absolute  discretion  of
Franchisor).    The  following  additional  terms  shall apply to Franchisor's
exercise  of  this  option:

     (A)       Franchisor's option hereunder shall be exercisable by providing
Franchisee  with  written  notice  of its inten-tion to exercise the option no
later  than  the  effective  date  of termination, in the case of termina-tion
(unless  Franchisee  terminates  without  notice  or Franchisor terminates for
cause,  in  which  case  Franchisor shall have 30 days after receipt of actual
notice  of  the termination or such additional time as is reasonably necessary
given  the  circumstances), or at least 30 days prior to the expiration of the
term  of  the  franchise,  in  circumstances  where  no successor franchise is
granted.

     (B)      Franchisor and Franchisee agree that the terms and conditions of
this  right  and  option to purchase may be recorded, if deemed appropriate by
Franchisor, in the real property records and Franchisor and Franchisee further
agree  to  execute  such  additional  documentation  as  may  be necessary and
appropriate  to  effectuate  such  recording;  and

     (C)     The closing for the purchase of the Restaurant will take place no
later than 60 days after written notice of Franchisor's exercise of its option
is  given to Franchisee.  Franchisor has the unrestricted right to assign this
option to purchase at any time prior to such closing.  Franchisor will pay the
purchase  price  in  full  at  the  closing,  or,  at  its option, in 24 equal
consecutive  monthly  installments  with interest at a rate equal to the prime
lending  rate as of the closing at Franchisor's primary bank.  Franchisee must
sign all documents of transfer as are reasonably necessary for purchase of the
Restaurant  by  Franchisor,  which  documents  shall  include  all  customary
representations  and  warranties from Franchisee as to ownership, condition of
and  title  to  the  assets  of  the  Restaurant  being  transferred.

     In  the  event  that  Franchisor  does not exercise Franchisor's right to
repurchase Franchisee's Restaurant as set forth above, Franchisee will be free
to  keep or to sell, after such termination or expiration, to any third party,
all  of  the  physical  assets  of its Restaurant; provided, however, that all
appearances  of the Marks are first removed in a manner approved in writing by
Franchisor.

     18.7.          OBLIGATIONS  OF FRANCHISEE UPON TERMINATION OR EXPIRATION
                    ----------------------------------------------------------
  Franchisee is obligated  upon  termination  or  expiration of this Agreement
 to immediately:

     (A)     Pay Franchisor all Royalties, other fees, and any and all amounts
or  accounts  payable  then owed Franchisor or its affiliates pursuant to this
Agreement,  or  pursuant  to  any  other  agreement  between  the  parties;

     (B)         Cease to identify itself as a QUIZNO'S franchi-see or use any
Marks, trade secrets, signs, symbols, devices, trade names, or other materials
of  Franchisor;

     (C)       Immediately cease to identify the Franchised Location as being,
or  having  been,  associated with Franchisor, and immediately cease using any
proprietary  mark  of  Franchisor  or  any mark in any way associated with the
Marks-  and  Licensed  Methods;

     (D)          Deliver  to  Franchisor  all  signs, sign-faces, advertising
materials,  forms  and  other  materials bearing any of the Marks or otherwise
identified  with  Franchisor  and  obtained  by  and  in  connection with this
Agreement;

     (E)       Immediately deliver to Franchisor the Operations Manual and all
other  information,  documents  and  copies  thereof  which are proprietary to
Franchisor;

     (F)          Promptly  take  such action as may be required to cancel all
fictitious or assumed names or equivalent registrations relating to its use of
any  Marks  which  are  under  the  exclusive control of Franchisor or, at the
option  of  Franchisor,  assign  the  same  to  Franchisor;

     (G)          Notify  the  telephone  company  and all telephone directory
publishers  of  the termination or expiration of Franchisee's right to use any
telephone  number  and  any  regular,  classified or other telephone directory
listings  associated  with  any  Mark  and  to  authorize  transfer thereof to
Franchisor  or  its  designee.    Franchisee  acknowledg-es  that,  as between
Franchisee  and  Franchisor, Franchisor has the sole rights to and interest in
all  telephone,  telecopy  or facsimile machine numbers and directory listings
associated  with  any  Mark.    Franchisee  authorizes  Franchisor, and hereby
appoints  Franchisor and any of its officers as Franchisee's attorney-in-fact,
to  direct  the  telephone  company  and all telephone directory publishers to
transfer  any  telephone,  telecopy or facsimile machine numbers and directory
listings  relating  to  the  Restaurant  to Franchisor or its designee, should
Franchisee  fail  or  refuse  to  do  so,  and  the  telephone company and all
telephone directory publishers may accept such direction or this Agree-ment as
conclusive  of  Franchisor's  exclusive  rights  in such telephone numbers and
directory  listings  and  Franchisor's authority to direct their transfer; and

     (H)         Abide by all restrictive covenants set forth in Section 20 of
this  Agreement.

     18.8.       STATE AND FEDERAL LAW.  THE PARTIES
                 ---------------------
ACKNOWLEDGE  THAT  IN  THE  EVENT  THAT  THE TERMS OF THIS AGREEMENT REGARDING
TERMINATION  OR  EXPIRATION  ARE INCONSISTENT WITH APPLICABLE STATE OR FEDERAL
LAW,  SUCH  LAW  SHALL  GOVERN  FRANCHISEE'S  RIGHTS REGARDING TERMINA-TION OR
EXPIRATION  OF  THIS  AGREEMENT.

     19.    BUSINESS  RELATIONSHIP

     19.1.        INDEPENDENT BUSINESS PERSONS.
                  ---------------------------  
The  parties  agree  that  each of them are independent businesspersons, their
only  relation-ship  is  by  virtue  of  this  Agreement and that no fiduciary
relation-ship  is  created  hereunder.  Neither party is liable or responsible
for  the other's debts or obligations, nor shall either party be obligated for
any  damages  to  any person or property directly or indirectly arising out of
the  operation  of  the  other  party's  business  authorized  by or conducted
pursuant  to  this Agreement.  Franchisor and Franchisee agree that neither of
them  will  hold  themselves  out  to be the agent, employer or partner of the
other and that neither of them has the authority to bind or incur liability on
behalf  of  the  other.

     19.2.       PAYMENT OF THIRD PARTY OBLIGATIONS   
                 ---------------------------------- 
Franchisor shall have no liability for Franchisee's obligations
to  pay  any third parties, including without limitation, any product vendors,
or  any  sales,  use,  service,  occupation,  excise,  gross receipts, income,
property  or    other  tax  levied upon Franchisee, Franchisee's property, the
Restaurant  or  upon  Franchisor in connection with the sales made or business
conducted  by  Franchisee  (except  any taxes Franchisor is required by law to
collect  from  Franchisee  with  respect  to  purchases  from  Franchisor).

     19.3.          INDEMNIFICATION.  Franchisee agrees to
                    ---------------
indemnify,  defend  and  hold  harmless  Franchisor,  its  subsidiaries  and
affiliates, and their respective shareholders, directors, officers, employees,
agents,  successors and assignees, (the "INDEMNIFIED PARTIES") against, and to
reimburse  them  for  all  claims,  obligations  and damages described in this
Section  19.3,  any  and all third party obligations described in Section 19.2
and  any  and all claims and liabilities directly or indirectly arising out of
the  operation  of  the  Restaurant or arising out of the use of the Marks and
Licensed  Methods  in  any  manner not in accordance with this Agreement.  For
purposes  of  this  indemnifica-tion,  claims  shall  mean  and  include  all
obligations, actual and consequential damages and costs reasonably incurred in
the  defense  of any claim against the Indemnified Parties, including, without
limitation, reasonable accountants', attorneys' and expert witness fees, costs
of  investigation  and  proof of facts, court costs, other litigation expenses
and travel and living expenses.  Franchisor shall have the right to defend any
such claim against it.  This indemnity shall continue in full force and effect
subsequent  to  and  notwithstanding  the  expiration  or  termination of this
Agreement.

     20.    RESTRICTIVE  COVENANTS 

     20.1.        NON-COMPETITION DURING TERM.
                  ---------------------------   
Franchisee  acknowl-edges  that,  in  addition  to  the  license  of the Marks
hereunder,  Franchisor  has  also  licensed  commercially valuable information
which  comprises  and  is  a  part  of the Licensed Methods, including without
limitation  operations,  marketing,  advertising  and  related information and
materials,  and  that  the value of this information derives not only from the
time,  effort and money which went into its compilation, but from the usage by
all  franchisees  of  Franchisor  using  the  Marks  and  Licensed  Methods.
Franchisee  therefore  agrees  that other than the Restaurant licensed herein,
neither  Franchisee  nor any of Franchisee's officers, directors, shareholders
or  partners, nor any spouse of Franchisee or any of these individuals ("BOUND
PARTIES"),  shall  during  the  term  of  this  Agreement:

     (A)       have any direct or indirect controlling interest as a disclosed
or  beneficial  owner  in  a  "Competitive  Business"  as  defined  below;

     (B)          perform  services as a director, officer, manager, employee,
consultant,  representative,  agent  or  otherwise for a Competitive Business;

     (C)          divert  or attempt to divert any business related to, or any
customer  or  account  of  the  Restaurant, Franchisor's business or any other
QUIZNO'S  franchi-see's  business,  by  direct  inducement  or  otherwise,  or
diverting or attempting to divert the employment of any employee of Franchisor
or  another  franchisee  licensed  by Franchisor to use the Marks and Licensed
Methods, to any Competitive Business by any direct inducement or otherwise; or

     (D)          directly  or  indirectly solicit or employ any person who is
employed  by  Franchisor or any other franchisee licensed by Franchisor to use
the  Marks  and  Licensed  Methods.

     The  term "COMPETITIVE BUSINESS" as used in this Agreement shall mean any
business operating, or granting franchises or licenses to others to operate, a
restaurant  or other food service business deriving more than 10% of its gross
receipts,  excluding  gross  receipts  relating  to  the  sale  of  alcoholic
beverages,  from  the  sale  of submarine, hoagie, hero-type and/or deli-style
sandwiches (other than another QUIZNO'S Restaurant operated by you); provided,
however,  neither  Franchisee  nor  the Bound Parties shall be prohibited from
owning securities in a Competitive Business if such securities are listed on a
stock  exchange  or  traded on the over-the-counter market and represent 5% or
less  of  that  class of securities issued and outstanding.  Franchisee agrees
that  nothing  in  this  Section 20 shall be construed to grant Franchisee any
protected  territory.

     20.2.       "BRANDED BUSINESS".    During the term of
                 ------------------
this  Agreement,  neither  Franchisee  nor any other Bound Party will operate,
directly  or  indirectly,  any  Branded Business within a   mile radius of the
Restaurant  without the written consent of Franchisor, which consent shall not
be  unreasonably  withheld.    The  term  "BRANDED BUSINESS" is defined as any
business  marketed  by  a  franchisor or chain under a locally, regionally, or
nationally  known  or  registered  trademark  or  service  mark.

20.3.          POST-TERMINATION  COVENANT  NOT TO COMPETE   
               ------------------------------------------   
 For  a  period of two years from termination or
expiration  of  this Agreement for any reason, or the date on which Franchisee
ceases  to  conduct  business,  whichever is later, neither Franchisee nor any
Bound  Party  shall  have  any  direct  or indirect interest as a disclosed or
beneficial  owner, investor, partner, director, officer, employee, consultant,
representative  or  agent or in any other capacity in any Competitive Business
located  or  operating  within  a  five-mile  radius  of the former Franchised
Location  or  within  a  five-mile  radius of any other QUIZNO'S franchised or
company-owned  restaurant.    The  restrictions  of  this Section shall not be
applicable  to  the  ownership  of shares of a class of securities listed on a
stock  exchange  or traded on the over-the-counter market that represent 5% or
less  of  the  number  of  shares  of  that  class  of  securities  issued and
outstanding.  Franchisee and the Bound Parties expressly acknowledge that they
     possess  skills  and  abilities  of  a  general  nature  and  have  other
opportunities  for  exploiting  such skills.  Consequently, enforcement of the
covenants  made  in  this  Section  will  not  deprive  them of their personal
goodwill  or  ability  to  earn  a  living.

     20.4.          ADDITIONAL REMEDIES FOR BREACH   
                    ------------------------------   
In  addition to any other remedies or damages allowed hereunder, if
Franchisee  breaches  the covenants set forth in Sections 20.1, 20.2, or 20.3,
Franchisee  shall  pay  Franchisor  a  fee  equal to Franchisor's then-current
Initial Franchise Fee for each Competitive Business or Branded Business opened
in violation of the covenants, and eight percent of such Business' gross sales
until  expiration  of  the  noncompetition  period  set forth in Section 20.3.

     20.5.      CONFIDENTIALITY OF PROPRIETARY INFORMATION   
                ------------------------------------------   
  Franchisee  shall  treat  all  information it
receives  which  comprises  or  is  a  part  of  the Licensed Methods licensed
hereunder (including without limitation the Operations Manual) as propri-etary
and  confidential and will not use such information in an unautho-rized manner
or  disclose  the  same  to  any  unauthorized  person without first obtaining
Franchisor's written consent.  Franchisee agrees that all such material is the
sole  property  of Franchisor.  Franchisee acknowledges that the Marks and the
Licensed  Methods have valuable goodwill attached to them, that the protection
and  maintenance  thereof is essential to Franchisor and that any unauthorized
use or disclosure of the Marks and Licensed Methods will result in irreparable
harm to Franchisor.  All ideas, concepts, techniques or materials concerning a
Quizno's  Restaurant,  whether  or  not  protectable intellectual property and
whether  created  by  or  for  Franchisee  or its owners or employees, must be
promptly  disclosed  to  Franchisor  and  will be deemed Franchisor's sole and
exclusive  property,  part of the Quizno's system, and works made-for-hire for
Franchisor.  To the extent any item does not qualify as a "work made-for-hire"
for  Franchisor,  Franchisee  assigns  ownership of that item, and all related
rights  to that item, to Franchisor and must sign whatever assignment or other
documents  Franchisor  requests to show ownership or to help Franchisor obtain
intellectual  property  rights  in  the  item.


     20.6.          CONFIDENTIALITY  AGREEMENT.
                    -------------------------- 
Franchisor  reserves  the  right  to require that Franchisee cause each of its
officers,  directors,  partners, shareholders, and Designated Manager, and, if
applicable,  the  spouse  of Franchisee and any of these named individuals, to
execute  a  Nondisclosure  and  Noncompetition  Agreement containing the above
restrictions,  in  a  form  approved  by  Franchisor.

     21.  DISPUTES

     21.1.          GOVERNING  LAW/CONSENT  TO  VENUE AND JURISDICTION. 
                    --------------------------------------------------
Except  to the extent
governed  by  the  United  States Trademark Act of 1946 (Lanham Act, 15 U.S.C.
1051  et seq.) or other federal law, this Agreement shall be interpreted under
      -- ---
the laws of the State of Colorado and any dispute between the parties shall be
governed  by  and  determined  in  accordance with the substantive laws of the
State  of  Colorado,  which laws shall prevail in the event of any conflict of
law.    The Franchisee and the Franchisor have negotiated regarding a forum in
which  to resolve any disputes which may arise between them and have agreed to
select  a  forum  in  order  to  promote  stability  in  their  relationship.
Therefore,  if  a  claim  is  asserted  in  any legal proceeding involving the
Franchisee  or  any Bound Party and the Franchisor, the parties agree that the
exclusive  venue  for disputes between them shall be in the District Court for
the City & County of Denver, Colorado, or the United States District Court for
the  District  of  Colorado, and the parties each waive any objection they may
have  to  the  personal  jurisdiction  of  or  venue  in  such  courts.

     21.2.          WAIVER  OF  JURY  TRIAL.   21.2.     WAIVER OF JURY TRIAL.
                    -----------------------              --------------------
Franchisor, Franchisee and the Bound Parties each waive their right to a trial
by  jury.  Franchisee  and  Franchisor acknowledge that the parties' waiver of
jury  trail  rights  provides  the  parties with the mutual benefit of uniform
interpretation of this Agreement and any dispute arising out of this Agreement
or  the  parties'  relationship  created  by  this  Agreement.  Franchisee and
Franchisor  further  acknowledge  the  receipt  and  sufficiency  of  mutual
consideration  for  such  benefit.

     21.3.       REMEDIES.     REMEDIES.  Except as set forth in Section 21.4,
                 --------      --------
the court will have the right to award any relief which it deems proper in the
circumstances,  including  without  limitation money damages (with interest on
unpaid  amounts  from  the  date  due),  lost  profits,  specific performance,
injunctive  relief  and attorneys' fees and costs.  The parties agree that any
claim for lost earnings or profits by Franchisee shall be limited to a maximum
amount  equal to the net profits of the Restaurant for the prior year as shown
on Franchisee's federal income tax return.  The parties further agree that, in
addition  to  such  other  damages  as  may  be  awarded by the court, if this
Agreement  is  terminated because of a Franchisee default, Franchisee shall be
liable  to  Franchisor  for  a  lump  sum  amount  equal  to the Royalties and
Marketing  and Promotion Fees that would have become due following termination
of  this Agreement for the period this Agreement would have remained in effect
but  for the Franchisee's default.  Royalties and Marketing and Promotion Fees
for  purposes  of  this  Section shall be calculated based on the Restaurant's
average  monthly  Gross  Sales  for  the  prior  year.

-      21.4.     LIMITATION OF CLAIMS.  Franchisee and the Bound Parties agree
                 --------------------
not  to  bring  any  claim  asserting  that  any  of  the Marks are generic or
otherwise  invalid.    Any claims between the parties must be commenced within
one  year  from the occurrence of the facts giving rise to such claim, or such
claim  shall  be  barred.   The parties understand that such time limit may be
shorter  than  otherwise  allowed  by  law.    Franchisee agrees that its sole
recourse for claims arising between the parties shall be against Franchisor or
its  successors  and  assigns.    Franchisee  agrees  that  the  shareholders,
directors,  officers,  and  employees  and  agents  of  the Franchisor and its
affiliates  shall  not be personally liable nor named as a party in any action
between  the  Franchisor and Franchisee; provided that this shall not preclude
claims  Franchisee may have directly against an Area Director.  Franchisor and
Franchisee  further  agree that, in connec-tion with any such proceeding, each
must submit or file any claim which would constitute a compulsory counterclaim
(as  defined  by  rule  13 of the Federal Rules of Civil Procedure) within the
same proceeding as the claim to which it relates.  Any such claim which is not
submitted  or filed as described above will be forever barred.  Franchisor and
Franchisee agree that any proceeding will be conducted on an individual, not a
class-wide, basis, and that a proceeding between Franchisor -and Franchisee or
the  Bound  Parties -may not be consolidated with any other proceeding between
Franchisor  and  any  other person or entity.  No party will be entitled to an
award  of  punitive  or exemplary damages (provided that this limitation shall
not  apply  to  statutory  penalties  such  as  those  set  forth in 15 U.S.C.
1117(a)).    No  previous  course  of  dealing shall be admissible to explain,
modify,  or  contradict  the  terms of this Agreement.  No implied covenant of
good  faith  and fair dealing shall be used to alter the express terms of this
Agreement.

     22.    SECURITY  INTEREST  22.    SECURITY  INTEREST

     22.1.        COLLATERAL.  22.1.     COLLATERAL.  Franchisee hereby grants
                  ----------             ----------
Franchisor  a security interest ("SECURITY INTEREST") in all of the furniture,
fixtures,  equipment,  signage,  and  realty (including Franchisee's interests
under  all  real  property and personal property leases) and together with all
similar  property  now  owned or hereafter acquired, additions, substitutions,
replacements,  proceeds  and  products  thereof,  wherever located and used in
connection  with  the  Restaurant.   All items in which a security interest is
granted  hereby  are  referred  to  as  the  "COLLATERAL."

     22.2.         INDEBTEDNESS SECURED.  The
                   --------------------  
Security  Interest is to secure payment of the following (the "INDEBTEDNESS"):

     (A)     All amounts due under this Agreement including without limitation
Royalty  Fees  and  Marketing and Promotion Fees, together with interest, fees
and  other  charges  provided  for  herein;

     (B)       All sums which Franchisor may, at its option, expend or advance
for  the maintenance, preservation and protection of the Collateral, including
without  limitation,  payment  of  rent, taxes, levies, assessments, insurance
premiums  and  discharge  of  liens, together with interest thereon, or in any
other  property  given  as  security  for  payment  of  the  Indebted-ness;

     (C)          All  expenses,  including reasonable attor-neys' fees, which
Franchisor  incurs  in  connection  with collection of any or all Indebtedness
secured  hereby  or  in enforcement or protection of its rights hereunder; and

     (D)          All other present or future, direct or indirect, absolute or
contingent,  liabilities,  obligations  and  indebted-ness  of  Franchisee  to
Franchisor  or  third-parties  under  this  Agreement,  however  created,  and
specifically  including  all  or  part  of  any  renewal  or extension of this
Agreement  whether  or  not  Franchisee  executes  any  extension agreement or
renewal  instruments.

     22.3.          ADDITIONAL  DOCUMENTS.   
                    ---------------------              
Franchisee  will  from  time  to  time  as  re-quired  by Franchisor join with
Franchisor  in  executing  any  additional documents and one or more financing
statements  pursuant  to  the  Uniform  Commercial  Code (and any assignments,
exten-sions  or  modifica-tions  thereof)  in form satisfactory to Franchisor.

     22.4.      POSSESSION OF COLLATERAL.  
                ------------------------   
Upon  default  and  termination  of  Franchisee's rights hereunder, Franchisor
shall  have  the  immediate  right  to  possession  and use of the Collateral.

     22.5.     REMEDIES OF FRANCHISOR IN EVENT OF DEFAULT. 
               ------------------------------------------  
Franchisee agrees that upon the occurrence
of  any  default  set  forth  above,  the  full amount remaining unpaid on the
Indebtedness  secured  hereby  shall,  at the option of Franchisor and without
notice,  be  and  become  due and payable forthwith, and Franchisor shall then
have  the  rights,  options, duties and remedies of a secured party under, and
Franchisee  shall  have  the  rights and duties of a debtor under, the Uniform
Commercial  Code  of Colorado, including without limitation Franchisor's right
to  take  possession  of the Collateral and of anything found therein, and the
right  without legal process to enter any premises where the Collateral may be
found.    Any sale of the Collateral may be conducted in the Franchisor's sole
discretion,  and  the  conduct  of  such  sale  is  agreed  to be commercially
reasonable.    Reasonable notification of the time and place of any sale shall
be  satisfied  by  mailing to Franchisee pursuant to the notice provisions set
forth  below.

     22.6.          SPECIAL  FILING AS FINANCING STATEMENT.
                    -------------------------------------- 
 This Agreement shall be a deemed a Security
Agreement  and  a Financing Statement.  This Agreement may be filed for record
in the real estate records of each county in which the Collateral, or any part
thereof,  is  situated,  and may also be filed as a Financing Statement in the
counties  or  in  the  office  of  the  Secretary of State, as appropriate, in
respect  of  those  items  of  Collateral of a kind or character defined in or
subject  to  the  applicable  provisions of the Uniform Commercial Code, as in
effect  in  the  appropriate  jurisdiction.

     23.    MISCELLANEOUS  PROVISIONS  

     23.1.          MODIFICATION.  No amendment, waiver or
                    ------------     
modifi-cation of this Agreement shall be effective unless it is in writing and
signed  by  the  Franchisor  and  Franchisee.     Franchisee acknowledges that
Franchisor  may  modify  its  standards  and  specifications and operating and
marketing techniques set forth in the Operations Manual unilaterally under any
conditions  and  to  the  extent  in which Franchisor, in its sole discretion,
deems  necessary  to protect, promote, or improve the Marks and the quality of
the  Licensed  Methods,  but under no circumstances will such modifications be
made  arbitrarily  without  such  determina-tion.

     23.2.     ENTIRE AGREEMENT.  This Agreement contains
               ----------------
the  entire  agreement  between  the  parties and supersedes any and all prior
agreements  concern-ing  the  subject  matter  hereof.   Franchisee agrees and
understands  that  Franchisor  shall  not  be liable or obligated for any oral
representations  or  commitments  made  prior  to  the execution hereof or for
claims of negligent or fraudulent misrepresentation and that no modifica-tions
of  this  Agreement  shall  be effective except those in writing and signed by
both  parties.    Franchisor  does  not authorize and will not be bound by any
representation  of  any  nature  other than those expressed in this Agreement.
Franchisee  further  acknowledges and agrees that no representations have been
made  to it by Franchisor regarding projected sales volumes, market potential,
revenues,  profits of Franchisee's Restaurant, or operational assistance other
than  as  stated  in  this Agreement or in any disclosure document provided by
Franchisor  or  its  representatives.

     23.3.        DELEGATION BY FRANCHISOR.  From
                  ------------------------
time  to  time, Franchisor shall have the right to delegate the performance of
any  portion  or all of its obligations and duties hereunder to third parties,
whether  the  same  are agents of Franchisor or Area Directors or indepen-dent
contractors  which  Franchisor  has  contracted with to provide such services.
Franchisee  agrees  in  advance  to  any  such delegation by Franchisor of any
portion  or  all  of  its obliga-tions hereunder.  Franchisee acknowledges and
agrees that Franchisor may not be bound and this Agreement may not be modified
by  any  Area Director without Franchisor's prior written consent.  Franchisee
acknowledges  and  agrees  that any such delegation of Franchisor's duties and
obligations  to Area Directors does not assign or confer any rights under this
Agreement  upon  Area  Directors  and  that Area Directors are not third party
beneficiaries  of  this  Agreement.

     23.4.        AGREEMENT EFFECTIVE.  This Agreement
                  -------------------
shall not be effective until accepted by Franchisor as evidenced by dating and
signing  by  an  officer  of  Franchisor.

     23.5.          REVIEW  OF  AGREEMENT.  Franchisee
                    ---------------------
acknowledges it had a copy of Franchisor's Uniform Franchise Offering Circular
in  its possession for not less than 10 full business days, and this Agreement
in  its  possession  for not less than 5 full business days, during which time
Franchisee  has had the opportunity to submit same for professional review and
advice  of  Franchisee's  choosing  prior  to freely executing this Agreement.

     23.6.          ATTORNEYS'  FEES.  In the event of any
                    ----------------
default  on  the  part  of  either party to this Agreement, in addition to all
other remedies, the party in default will pay the prevailing party all amounts
due  and  all  damages,  costs  and expenses, including reason-able attorneys'
fees,  incurred by the aggrieved party in any legal action or other proceeding
as  a  result  of such default, plus interest at the lesser of 2% per month or
the  highest  rate  allowable  by law, accruing from the date of such default.
Additionally,  if  Franchisee withholds any amounts due Franchisor, Franchisee
shall  reimburse  Franchisor's  costs  of  collecting  such  amounts including
reasonable  attorney  fees  and  expenses.

23.7.          INJUNCTIVE  RELIEF.  Nothing herein shall
               ------------------
prevent  Franchisor  or  Franchisee  from seeking injunctive relief to prevent
irreparable  harm,  in  addition  to  all  other  remedies.

     23.8.          NO  WAIVER.  No waiver of any condition or
                    ----------
covenant  contained in this Agreement or failure to exercise a right or remedy
by  Franchisor  or  Franchisee  shall  be  considered to imply or constitute a
further waiver by Franchisor or Franchisee of the same or any other condition,
covenant,  right,  or  remedy.

     23.9.      NO RIGHT TO SET OFF.  Franchisee shall
                -------------------
not  be  allowed  to set off amounts owed to Franchisor for Royalties, fees or
other  amounts  due  hereunder,  against any monies owed to Franchi-see, which
right  of  set  off  is  hereby  expressly  waived  by  Franchisee.

     23.10.     INVALIDITY.  If any provision of this Agreement
                ----------
is held invalid by any tribunal in a final decision from which no appeal is or
can be taken, such provision shall be deemed modified to eliminate the invalid
element  and,  as  so  modified, such provision shall be deemed a part of this
Agreement  as  though  originally  included.  The remaining provisions of this
Agreement  shall  not  be  affected  by  such  modification.

     23.11.       NOTICES.  All notices required to be given under
                  -------
this  Agreement  shall  be given in writing, by certified mail, return receipt
requested,  or  by  an  overnight  delivery service providing documentation of
receipt,  at the address set forth in the first paragraph of this Agreement or
at such other addresses as Franchisor or Franchisee may designate from time to
time,  and  shall  be  effectively  given  when deposited in the United States
mails,  postage  prepaid,  or  when received via overnight delivery, as may be
applicable.

     23.12.          ACKNOWLEDGMENT.  BEFORE SIGNING THIS
                     --------------
AGREEMENT,  FRANCHISEE  SHOULD  READ IT CAREFULLY WITH THE ASSISTANCE OF LEGAL
COUNSEL.    FRANCHISEE  ACKNOWLEDGES  THAT:

     (A)      THE SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED HEREIN INVOLVES
SUBSTANTIAL  RISKS  AND  DEPENDS  UPON  FRANCHISEE'S ABILITY AS AN INDEPENDENT
BUSINESS  PERSON  AND  ITS  ACTIVE  PARTICI-PATION IN THE DAILY AFFAIRS OF THE
BUSINESS,  AND

     (B)       NO ASSURANCE OR WARRANTY, EXPRESS OR IMPLIED, HAS BEEN GIVEN AS
TO THE POTENTIAL SUCCESS OF SUCH BUSINESS VENTURE OR THE EARNINGS LIKELY TO BE
ACHIEVED,  AND

     (C)          NO  STATEMENT,  REPRESENTATION  OR  OTHER  ACT,  EVENT  OR
COMMUNICATION,  EXCEPT  AS  SET  FORTH  IN  THIS DOCUMENT, AND IN ANY OFFERING
CIRCULAR  SUPPLIED  TO  FRANCHISEE IS BINDING ON FRANCHISOR IN CONNECTION WITH
THE  SUBJECT  MATTER  OF  THIS  AGREEMENT.

     IN  WITNESS  WHEREOF,  the parties have executed this Agreement as of the
date  first  above  set  forth.

THE  QUIZNO'S  CORPORATION

     By:

     Its:

     Date:

     FRANCHISEE:



     Individually

     Date:

     OR:

     (if  a  corporation,  limited  liability  company,    or  partnership)


     Company  Name

     By:

     Its:

     Date:


     EXHIBIT  B-1  TO
     FRANCHISE  AGREEMENT

     ADDENDUM  TO  QUIZNO'S
     FRANCHISE  AGREEMENT

     1.     FRANCHISED LOCATION.  The Franchised Location set forth in Section
            -------------------
3.1  of  the  Agreement  shall  be:




OR  if  the  Franchised  Location  is not determined as of this date, then the
DESIGNATED  AREA,  referred  to  in  Section  3.1  of the Agreement, shall be:




     If  the  Franchised  Location  is  not  determined  as  of this date, the
Franchised  Location  shall  be deemed approved upon approval by Franchisor of
the  site  and  Sublease  pursuant  to  Section  6  of  the  Agreement.

     By  execution  hereof,  Franchisor  approves  the above-stated Franchised
Location,  or  the Designated Area for the Franchised Location, and Franchisee
acknowledges and warrants that (1) Franchisor's approval does not constitute a
guarantee,  recommenda-tion  or  endorsement  of  the  Franchised  Location or
Designated  Area  and  that  the success of the Restaurant to be operated at a
Franchised Location is dependent upon Franchisee's abilities as an independent
businessperson;  and,  if  a  Franchised  Location  is  designated,  (2)  that
Franchisor  has  complied  with  its obligations under the Agreement to assist
Franchisee  by  provision  of  criteria  for  the  Franchised  Location  and
determination  of  fulfillment  of  the  requisite criteria for the Franchised
Location,  such  determination  based  on  information provided by Franchisee.

     2.          INITIAL FRANCHISE FEE.  Franchisee shall pay to Franchisor an
                 ---------------------
Initial  Franchise  Fee,  referenced  in Section 4.1 of the Agreement, of:  $.

     3.          LEASE  ASSISTANCE PROGRAM.  (Referenced in Section 6.3 of the
                 -------------------------
Agreement).    Check  One:

          Not  Participating

          Participating  (Lease  Review  Fee:   $2,200; Franchisee required to
          execute  Sublease)

     4.         TRAINING.  The following individuals shall attend Franchisor's
                --------
initial  training program, as described in Section 7.1 of the Agreement:, and,
of  these  individuals,  the  DESIGNATED  MANAGER  shall  be:.

     5.        ACKNOWLEDGMENT.  Franchisee acknowledges receiving an execution
               --------------
copy  of  the  Franchise Agreement, including this Addendum, all other addenda
and  all  other  documents  related to the purchase of the franchise, at least
five  business  days  prior  to  signing the Franchise Agreement or paying any
funds  to  Franchisor.

     THE  QUIZNO'S  CORPORATION


     By:

     Its:

     FRANCHISEE


     By:

     Its:


     EXHIBIT  B-2  TO
     FRANCHISE  AGREEMENT

     ADDENDUM  TO
     FRANCHISE  AGREEMENT  --
     QUIZNO'S  CLASSIC  SUBS
     EXPRESS  FACILITY

     THIS  ADDENDUM  to  the  Franchise  Agreement dated of even date herewith
("AGREEMENT")  is  made  on  ________________________,  between  The  Quizno's
Corporation  ("FRANCHISOR")  and  the undersigned "FRANCHISEE."  The following
amends  and  shall  be  incorporated  into the Agreement.  In the event of any
conflict  between  the  terms of the Agreement and the terms of this Addendum,
the  terms  of this Addendum shall control.  All capitalized terms not defined
in  this  Addendum  have  the  respective meanings set forth in the Agreement.
Franchisor  and  Franchisee  agree  as  follows:

     1.          EXPRESS  RESTAURANT.   All references in the Agreement to the
                 -------------------
"RESTAURANT,"  as defined in Section 1.1 of the Agreement, are deleted and the
reference "EXPRESS RESTAURANT" is inserted in place thereof.  Except as may be
otherwise  noted  herein or in the Agreement, all applicable terms, conditions
and  requirements  set  forth  in  the Agreement applicable to the Restaurants
apply  to  the  Express Restaurants.  Franchisor's approval of the development
and operation of an Express Restaurant, as required pursuant to Section 3.3 of
the  Agreement,  is  hereby  granted.   The terms of the Agreement and of this
Addendum  apply only to the Express Restaurant operations and products offered
or  sold  from or through the Express Restaurant and not to the other business
of  Franchisee  located  in  the  Host  Facility  (defined  below)  except  as
specifically  set  forth  herein.

     2.       FRANCHISED LOCATION.  The Franchised Location shall be within or
              -------------------
adjacent  to the following facility (also referred to as the "HOST FACILITY"):





If  the  placement and operation of the Express Restaurant in or in connection
with  the  Host  Facility  requires  the  consent  of the owner, franchisor or
licensor  of the Host Facility, Franchisee hereby represents and warrants that
such  consent  has  been  obtained  in  writing, and such representation  is a
condition  precedent  to  the  grant  of  Franchisee's  right to establish and
operate  the  Express  Restaurant.

     3.      ROYALTY.  Section 5.1 is deleted and replaced with the following:
             -------

Franchisee  agrees  to pay to Franchisor a weekly royalty ("ROYALTY") equal to
8% of the total amount of its Gross Sales, defined hereinafter, generated from
or  through  the  Express  Restaurant.

     4.          BEVERAGES.    Check  either  (a),  (b),  (c),  or  (d):
                 ---------

     _____  (a)    All  fountain  drink  sales  that  occur within the Express
Restaurant  or  in  a QUIZNO'S logoed cup will be included in the Gross Sales.
Franchisee  may  either have a separate fountain for the Express Restaurant or
the  Express Restaurant may share a common self-service fountain with the rest
of  the  Host  Facility.

     _____ (b)  25% of all fountain drink sales made at the Host Facility will
be  included  in  the  Gross  Sales.

     _____ (c)  25% of all QUIZNO'S units sold will be considered to have been
made with the sale of the averaged size beverage for Host Facility.  The price
of  the  beverage  will be the average price of all beverages sold at the Host
Facility for that month.  (For example:  if 100 units are sold and the average
beverage  price  is  $1.00, then 25 units will be considered to have been sold
with  a soda and $25.00 will be included in Gross Sales as sales from fountain
drinks  and  subject  to  royalty  and  advertising  charges.)

     _____  (d)  Gross Sales shall be increased by 13% of recorded Gross Sales
for  the  purposes  of  the  Agreement.

     5.       APPROVAL OF FRANCHISED LOCATION.  Franchisor hereby approves the
              -------------------------------
above-stated location as the Franchised Location.  Franchisee acknowledges and
warrants  that  (1)  Franchisor's  approval  does  not constitute a guarantee,
recommenda-tion or endorsement of the Franchised Location and that the success
of  the  Express  Restaurant  is  dependent  upon Franchisee's abilities as an
independent  businessperson;  and  (2)  Franchisor  has  complied  with  its
obligations  under the Agreement to assist Franchisee with respect to criteria
for  the Franchised Location and determination of fulfillment of the requisite
criteria  for the Franchised Location, such determination based on information
provided  by  Franchisee.


     6.     SIGNS.  Section 6.5 of the Agreement is supplemented by adding the
            -----
following:

Franchisee  agrees  to  use  best  efforts to maximize the use of Franchisor's
Marks  on  pre-existing  and  new  signs  as  may  be placed at the Franchised
Location  and  on  the  premises  of  the  Host  Facility.   All signs and the
placement  configuration  thereof  shall  be  approved  by both Franchisee and
Franchisor,  which  approval  shall  not be unreasonably withheld and shall be
based  on  parameters  which  shall  best  maximize  sign  usage to the extent
allowable  under  any  landlord  restrictions  and  any applicable local laws,
zoning  ordinances and other similar requirements.  Franchisor hereby approves
all  uses  by Franchisee of the marks, symbols, names and identifying marks of
 at  the  Franchised  Location.

     7.      EQUIPMENT.  Section 6.6 is deleted and replaced by the following:
             ---------

Franchisee  shall  purchase,  lease  or otherwise obtain for use in connection
with  the  Express  Restaurant such equipment of a type and in an amount which
complies  with  the  standards  and  specifications of Franchisor.  Franchisee
acknowledges  that  the  type,  quality,  configuration,  capability,  and/or
performance  of  the  Restaurant equipment are all standard and specifications
which  are a part of the Licensed Methods and therefore such equipment must be
purchased,  leased,  or  otherwise  obtained  in  accordance with Franchisor's
standards and specifications and only from suppliers or other sources approved
by  Franchisor.   Franchisee shall configure its computer cash register system
in  use  in  the  Host  Facility ("SYSTEM") to accurately record every sale or
other  transaction.  Franchisee shall submit any required reports hereunder in
a format designated from time to time by Franchisor.  Franchisee hereby grants
Franchisor  reasonable access to its records only on the System and authorizes
Franchisor  to  obtain its sales, sales mix and revenue information therefrom.
Franchisee  acknowledges  that  Franchisor  will use information from required
reports  primarily  to  make  business  and  marketing  decisions.

     8.       EXPRESS RESTAURANT OPERATIONS.  Section 11.1(d) of the Agreement
              -----------------------------
is  supplemented  by  adding  the  following:

Franchisor and Franchisee acknowledge and agree that the products and services
offered  for  sale  from  the  Express  Restaurant,  and  the  standards  and
specifications  of  Franchisor  related  thereto,  may  differ  from that of a
traditional  QUIZNO'S  Restaurant and will be subject to alternative standards
and  specifications  as  may  be  developed  and made available by Franchisor.

     9.       GRAND OPENING.  Section 12.2 is amended to require Franchisee to
              -------------
spend  a  minimum of $3,000 for the grand opening program.  All other terms of
Section  12.2  remain  the  same.

     10.         LOCAL ADVERTISING.  Section 12.4 of the Agreement is deleted.
                 -----------------

     11.     REGIONAL ADVERTISING PROGRAMS.  The following is added at the end
             -----------------------------
of  Section  12.5:

Notwithstanding  the  provisions  of  Section  12.5,  Franchisee  will  not be
required  to  contribute  any  funds  to  a Regional Advertising program or to
participate in either a Regional Advertising program or a Regional Advertising
cooperative.

     12.     RESTRICTIONS ON SERVICES AND PRODUCTS.  The following is added at
             -------------------------------------
the  end  of  Section  13.3:

Franchisee  agrees  that, during the term of the Agreement,  it will not offer
or sell any Sub-Sandwiches or any type of Branded Sandwich from or through the
Host  Facility  other  than  from  or  through  the  Express  Restaurant.
"SUB-SANDWICH"  is  defined  as  a  submarine, hoagie, hero-type or deli-style
sandwich.    "BRANDED  SANDWICH" is defined as any sandwich marketed by a fast
food  franchisor  or  chain,  whose  primary menu items consist of sandwiches,
under  a  locally,  regionally,  or nationally known or registered trade name,
trademark,  or  service  mark.    Except  for Sub-Sandwich or Branded Sandwich
products,  Franchisee may sell other food products from or through the portion
of  the  Host  Facility  that  does  not  comprise  the  Express  Restaurant.
     13.      MARKS.  Section 14.1. of the Agreement is supplemented by adding
              -----
the  following:

Franchisor  and  Franchisee  acknowledge and agree that the primary Mark to be
used  to  identify market and promote the Express Restaurant will be "QUIZNO'S
EXPRESS  CLASSIC SUBS."  All other references to the Marks as set forth in the
Agreement  are  inclusive  of  this  primary  Mark.

     14.          FINANCIAL  REPORTS.   The second sentence of Section 15.1 is
                  ------------------
deleted.    The  following  new  Section  15.1(e)    is  added:

The  point-of-sale  system used at the Host Facility shall differentiate sales
of  the  Express Restaurant from sales of the rest of the Host Facility by the
use of "price look up" ("PLU") or other keys that track and tally sales of the
Express  Restaurant separately and shall report Express Restaurant Gross Sales
by  item  type.

     15.     FINANCIAL RECORDS USE AND ACCESS.  The second sentence of Section
             --------------------------------
15.2  is  deleted.
16.          TERM.    Section 17.1 is deleted and replaced with the following:
             ----

The  primary  term  of  this  Agreement  is  for  a period of 5 years from the
Effective  Date,  unless  sooner  terminated  as  provided  herein.

     17.         RENEWAL.  Section 17.2 is amended to provide that the term of
                 -------
Franchisee's  option  to  renew  is  5 years.  All other terms of Section 17.2
remain  the  same.

     18.        DEFAULT AND TERMINATION.  The following new Section 18.2(n) is
                -----------------------
added:

(M)     LOSS OF RIGHT TO OPERATE HOST FACILITY.  If Franchisee loses the right
        --------------------------------------
for  whatever  reason  to  operate  the  Host  Facility.

     19.     RIGHT TO REPURCHASE.    The first sentence of 18.6 is deleted and
             -------------------
replaced  with  the  following:

Upon  termination  or  expiration  of  this  Agreement  for  any  reason,  the
Franchisor  shall have the option to purchase the assets used in the operation
of  the  QUIZNO'S Express Restaurant, or a portion thereof, which option shall
not  include  the  right  to  purchase any fixtures or real property interest,
however.

Section  18.5(b)  is  deleted.

     20.      NON-COMPETITION DURING TERM.  Section 20.1 is amended to provide
              ---------------------------
that  the  term  "COMPETITIVE  BUSINESS" shall mean any business operating, or
granting  franchises  or  licenses to others to operate, a restaurant or other
food  service business deriving more than 10% of its gross receipts, excluding
gross  receipts  relating to the sale of alcoholic beverages, from the sale of
Sub-Sandwiches  (as  defined above).  The offer or sale of food products other
than  Sub-Sandwiches  or Branded Sandwiches through or from the portion of the
Host  Facility  that  does  not  comprise  the Express Restaurant shall not be
considered  a  Competitive  Business.

     21.          "BRANDED  BUSINESS".    Section  20.2  is  deleted.
                  -------------------

     22.          POST  TERMINATION  COVENANT NOT TO COMPETE.  Section 20.3 is
                  ------------------------------------------
deleted  and  replaced  with  the  following:

For a period of two years from termination or expiration of this Agreement for
any  reason, or the date on which Franchisee ceases to conduct business of the
Express  Restaurant,  whichever  is later, neither Franchisee or its officers,
directors,  shareholders,  nor  partners (through a spouse or otherwise) shall
have  any  direct  or  indirect  interest  as a disclosed or beneficial owner,
investor,  partner, director, officer, employee, consultant, representative or
agent  or  in  any  other capacity in any  Branded Sandwich franchise or chain
located  at the Host Facility or located within a five-mile radius of the Host
Facility  or  within  a  five-mile  radius of any other QUIZNO'S franchised or
company-owned  restaurant.    The  restrictions  of  this Section shall not be
applicable  to  the  ownership  of shares of a class of securities listed on a
stock  exchange  or traded on the over-the-counter market that represent 5% or
less  of  the  number  of  shares  of  that  class  of  securities  issued and
outstanding.    Franchisee  and  its  officers,  directors,  shareholders, and
partners  expressly  acknowledge  that  they possess skills and abilities of a
general  nature  and  have  other  opportunities  for  exploiting such skills.
Consequently,  enforcement  of  the  covenants  made  in this Section will not
deprive  them  of  their  personal  goodwill  or  ability  to  earn  a living.

     23.          ADDITIONAL REMEDIES FOR BREACH.  Section 20.4's reference to
                  ------------------------------
Section  20.2  is  deleted.

     24.         CONFIDENTIALITY OF PROPRIETARY INFORMATION.  The following is
                 ------------------------------------------
added  to  the  end  of  Section  20.5:

Franchisee  shall  not  use  Franchisor's  Licensed Methods, including without
limitation  Franchisor's  recipes,  materials,  forms, menus, items, supplies,
business  forms  or  business  policies, as stated in the Operations Manual or
otherwise,  except  for  the  benefit  of  Franchisor  and in operation of the
Franchisee's  Express  Restaurant.

     25.          SECURITY  INTEREST.    Section  22  is  deleted.
                  ------------------

THE  QUIZNO'S  CORPORATION                                        FRANCHISEE

By:                                                              By:

Its:                                                             Its:


     EXHIBIT  B-3  TO
     FRANCHISE  AGREEMENT

     ADDENDUM  TO  FRANCHISE  AGREEMENT

     SPECIAL  PRODUCTS  PROGRAM  FOR

     _______________________________
     ("SPECIAL  PRODUCT")


     THIS ADDENDUM to the Franchise Agreement ("AGREEMENT") dated, 19, is made
effective as of, 19 by and between The Quizno's Corporation ("FRANCHISOR") and
("FRANCHISEE"),  to amend and supplement the terms and conditions contained in
the Agreement to allow Franchisee to offer and sell the Special Product listed
above at its QUIZNO'S restaurant ("RESTAURANT"), which is operated pursuant to
the  Agreement (the "SPECIAL PRODUCT PROGRAM").  Capitalized terms not defined
herein  shall  be  as  defined  in  the  Agreement.

     The  parties  therefore  agree  as  follows:

     1.          LICENSED  METHODS.  The "Licensed Methods" shall be deemed to
                 -----------------
include  the Special Product and all products and services offered pursuant to
the  Special  Product  Program.    The  "Marks" shall be deemed to include all
trademark  and service mark designating the Special Program Products ("SPECIAL
PRODUCT  TRADEMARKS").      Except as otherwise noted herein, the terms of the
Agreement,  including  any  and  all  exhibits and addendums to the Agreement,
shall  apply  to  the  Special  Product  Program.

     2.       MARKS.  Franchisee acknowledges that Article 14 of the Agreement
              -----
also  governs  the  Special  Product Trademarks, which during the term of this
Addendum  shall  be  considered  "Marks" under the Agreement.  Franchisee also
acknowledges  and agrees that no Marks other than Special Product Trademark or
such  other  trademarks as may be specified by Franchisor shall be used in the
marketing,  promotions,  identification  of  the  Special  Products  and  the
operation  of  the  Special  Product  Program,  except with Franchisor's prior
written  consent.

     3.          TRAINING  FEE.    Franchisee  agrees  to  pay  to Franchisor,
                 -------------
concurrently  with  the  execution of this Addendum, a training fee of $600 to
compensate Franchisor for its costs and expenses in providing initial training
to  Franchisee  in  connection  with Franchisee's participation in the Special
Product  Program.    Franchisee  acknowledges  and  agrees  the  training  fee
represents  payment  for  the  initial  grant of the rights to use the Special
Product  Trademarks  and  Licensed  Methods  relating  to  the Special Product
Program,  Franchisor has earned the training fee upon receipt and the training
fee  is  not  refundable  to  Franchisee  after  it  is  paid.

     4.          TERM.    Unless  terminated early pursuant to Section 5, this
                 ----
Addendum  shall  be  effective  on  the  date listed above and shall remain in
effect  until  termination  (for  any  reason) or expiration of the Agreement.
Upon  the  termination  or the expiration of the term of this Addendum, or any
extension  hereof, Franchisee must cease offering the Special Product Products
at  or through the Franchised Location in accordance with the post-termination
obligations  of  Franchisee  under  the  Agreement.

     5.     EARLY TERMINATION.  This Addendum may be terminated by Franchisor,
            -----------------
with  or  without  a termination of the Agreement:  (a) if Franchisee breaches
any  provision of this Addendum, provided, however, state laws may apply which
will  supersede  this  provision;  or  (b)  if Franchisee is in default of the
Agreement  and  fails  to  cure  such  default  pursuant  to  the terms of the
Agreement;  or  (c) if Franchisor determines it to be in the best interests of
Franchisor  and  its  franchise  system to discontinue the sale of the Special
Products  through the Restaurant, in which case termination shall be effective
90  days  after  notice  from  Franchisor.  Franchisee may only terminate this
Addendum  if Franchisor has committed a material breach of any of Franchisor's
obligations under this Addendum and has failed to cure such breach pursuant to
the  terms  of  the  Agreement.

     6.          CONDITIONAL  BASIS  OF  PROGRAM.  Franchisee acknowledges and
                 -------------------------------
understands (a) that the Special Product Program may be an initial development
program to determine whether the Special Products can and will be licensed for
use and sale by other QUIZNO'S Restaurants and that Franchisor may still be in
the  development  stage  of  creating  and implementing manuals, programs, and
related  policies  and  procedures,  if  any,  with  regard to the sale of the
Special  Products  at  QUIZNO'S  Restaurants;  and  (b) if the Special Product
Program  is  in  the  nature  of  a  test program, it is being established and
implemented  to,  among other things, research and evaluate the feasibility of
offering  the  Special Products in other Restaurants, so that Franchisee shall
freely  share with Franchisor operational results, information, technology and
ideas  regarding  the  sale  of  the  Special Products during the term of this
Addendum.
     7.      INITIAL TRAINING PROGRAM.  Franchisee, or if Franchisee is not an
             ------------------------
individual, the Designated Manager, shall attend and successfully complete the
Special  Product  Program  initial  training  offered  by Franchisor at one of
Franchisor's  designated training facilities.  Franchisee shall be responsible
for  all  travel and living expenses incurred in connection with attendance at
the  initial  training  program  as  well as wages or salaries, if any, of the
persons receiving the training.  One individual must successfully complete the
Special  Product  Program  initial  training  program  prior  to  Franchisee's
commencement  of  operation  of  the  Special  Product Program at its QUIZNO'S
Restaurant,  but  Franchisee  may  designate  up  to  2  people to attend such
training.


     8.          AUTHORIZED  SPECIAL PRODUCTS.  For the term of this Addendum,
                 ----------------------------
Franchisee  shall  use best efforts to offer, promote, market and sell Special
Product  as  specified  by  the Special Product Program.  The Special Products
shall  be  offered  for  retail  sale at the Restaurant in accordance with the
written  standards  and  specifications  of  Franchisor, many of which will be
contained  in the Operations Manual or in technical bulletins or other written
materials specific to the Special Product Program, all of which may be changed
or  supplemented  by Franchisor in accordance with the terms of the Agreement.
By  execution  of  this  Addendum, Franchisor approves the Special Products as
products  and services authorized to be sold at and through the Restaurant, in
accordance  with  the  Agreement.

     9.        IMPLEMENTATION OF THE SPECIAL PRODUCT PROGRAM. Franchisee shall
               ---------------------------------------------
commence  implementation of the Special Product Program and begin offering and
selling  Special  Products on the same day that Franchisee commences operation
of  its  Restaurant,  or  the  date  of  this  Addendum,  whichever  is later.

     10.     ROYALTY.  Any revenues derived by Franchisee from the sale of the
             -------
Special  Product  Products  shall  be  included  in  the  Gross  Sales  of the
Restaurant  for  purposes  of  determining the Royalty, Local Advertising Fee,
and  the  Marketing  and  Promotion  Fee,  which  are  paid  to  Franchisor by
Franchisee  pursuant  to  the  Agreement.    The Gross Sales of the Restaurant
attributable  to  the  Special  Product  Program  shall  be  accounted for and
reported to Franchisor separate and apart from Gross Sales attributable to the
remainder  of the products and services offered by and through the Restaurant.

     11.          MARKETING  AND  ADVERTISING  FOR  SPECIAL  PRODUCT PRODUCTS.
                  -----------------------------------------------------------

     (a)          Franchisee  shall only use designated marketing materials as
provided  to  Franchisee  by  Franchisor  and  will not produce any of its own
marketing  materials unless given written approval to do so by Franchisor with
respect  to  marketing  the  Special  Products or the Special Product Program.

     (b)        At no time will Franchisee display or use in any manner any of
the  Special  Product Trademarks which have been designated for use in selling
Special  Products  in  the  offer  or  sale of any other products or services,
including  sandwiches,  offered at or through the QUIZNO'S Restaurant, without
written  permission  of  Franchisor.

     (c)       Franchisee shall implement and maintain during the term of this
Addendum any promotional campaign for the sale of the Special Product Products
and/or the Special Product Program in an amount and manner as set forth in the
Operations  Manual  or  otherwise  by  written  notice.

     12.       COMPETITIVE BUSINESS.  Franchisee acknowledges that the Special
               --------------------
Product  Program  is a "Competitive Business" for purposes for the restrictive
covenants  set  forth  in  the  Agreement.

     13.         REPORTS, BOOKS AND RECORDS.  Franchisee agrees to prepare and
                 --------------------------
submit  certain weekly reports regarding the sale of the Special Products in a
form  which  will  be  designated by Franchisor.  Franchisee agrees to provide
Franchisor  with  full  access  to the results of its operations in connection
with  the sale of the Special Products and shall allow Franchisor's designated
representa-tives  to inspect its Franchised Location and operations to observe
and  assess  the  sale  of  the  Special  Products  at any time during regular
business  hours.   Franchisor or its representative shall be permitted to copy
and  retain copies of all relevant invoices, records, customer lists and other
documents  related  to  the  sale  of  the Special Products.  Franchisee shall
maintain  and submit to Franchisor  separate accounting records with regard to
the  income, expenses and costs which are incurred in connection with the sale
of  the  Special  Products.

     14.          COMPLIANCE  WITH  LAWS.    Franchisee  shall comply with any
                  ----------------------
applicable  federal,  state  and  local  laws, rules and regulations and shall
obtain any and all permits, certificates and licenses which may be required in
order  to  offer  and  sell the Special Products at and through the Franchised
Location.

     15.          LANDLORD APPROVAL.  If Franchisee leases the premises of its
                  -----------------
Franchised  Location, Franchisee represents and warrants that operation of the
Special  Product Program at the Franchised Location does not violate the terms
and  conditions  of  Franchisee's  lease.

     16.          OWNERSHIP  OF PROGRAM.  Franchisor and Franchisee agree that
                  ---------------------
Franchisor  shall have the right to offer participation in the Special Product
Program to other Restaurants throughout the QUIZNO'S Restaurant system without
compensation to Franchisee.  Franchisee shall have no right, title or interest
in  or  to  any  proprietary  methods, service marks, trademarks, confidential
systems  or information arising out of or developed through the implementation
of the Special Product Program, and Franchisee's implementation and use of the
same  shall  inure  to  the  benefit  of  Franchisor.

     17.          TRADEMARKS;  COMPANY AUTHORIZATION.  In the event and to the
                  ----------------------------------
extent that any of the Special Products Trademarks are owned and licensed by a
company other than Franchisor, Franchisee shall comply with all specifications
and  standards  required  by  such  third-party  and  that  are  disclosed  to
Franchisee  by Franchisor.  The terms of all agreements between Franchisor and
the  owners  or licensors of Special Products Trademarks shall be deemed to be
incorporated  herein  by  this  reference.

     18.         POST-TERMINATION COVENANT NOT TO COMPETE.  In addition to the
                 ----------------------------------------
post-termination  covenants  not  to  compete provided in the Agreement, for a
period  of  two  years from termination or expiration of the Agreement for any
reason,  or the date on which Franchisee ceases to conduct business, whichever
is  later,  neither  Franchisee  nor  any Bound Party shall have any direct or
indirect  interest  as  a  disclosed  or  beneficial owner, investor, partner,
director,  officer,  employee,  consultant,  representative or agent or in any
other  capacity  in any business operating, or granting franchises or licenses
to  others  to  operate,  a restaurant or other food service business deriving
more  than  10%  of its gross receipts from the sale of products substantially
similar to the Special Product designated herein and related food products and
services  (which  shall be considered a Competitive Business both for purposes
of  the  post-termination  covenant  not  to  compete  and Section 20.1 of the
Agreement)  located  or  operating  within  a  five-mile  radius of the former
Franchised  Location  or  within  a  five-mile  radius  of  any other QUIZNO'S
franchised  or  company-owned  restaurant.    The restrictions of this Section
shall  not  be  applicable to the ownership of shares of a class of securities
listed  on  a  stock  exchange  or  traded on the over-the-counter market that
represent  5%  or  less  of  the  number of shares of that class of securities
issued  and  outstanding.    Franchisee  and  the  Bound  Parties  expressly
acknowledge  that  they  possess  skills and abilities of a general nature and
have  other  opportunities  for  exploiting  such  skills.    Consequently,
enforcement  of  the  covenants  made in this Section will not deprive them of
their  personal  goodwill  or  ability  to  earn  a  living.

     19.          INCONSISTENT  TERMS.    To the extent that the terms of this
                  -------------------
Addendum are inconsistent with the Agreement, the terms of this Addendum shall
prevail  in  connection with the implementation of the Special Product Program
and  the  sale  of  the  Special Products and shall supersede any inconsistent
terms  in  the  Agreement.    Except  as  modified herein, the other terms and
conditions  of  the Agreement shall govern and remain in full force and effect
between  Franchisor  and  Franchisee.

     IN  WITNESS WHEREOF, the parties have executed this Addendum to Franchise
Agreement  to  be  effective  as  of  the  date  first  set  forth  above.

     THE  QUIZNO'S  CORPORATION

     By:

     Its:


     FRANCHISEE:

     By:

     Its:


     EXHIBIT  B-4
     TO  FRANCHISE  AGREEMENT

     AUTHORIZATION  AGREEMENT  FOR  PREARRANGED  PAYMENTS
     (DIRECT  DEBITS)

The  undersigned  depositor  ("DEPOSITOR")  hereby (1) authorizes The Quizno's
Corporation  ("COMPANY")  to  initiate  debit entries and/or credit correction
entries  to  the undersigned's checking and/or savings account indicated below
and  (2)  authorizes  the  depository designated below ("DEPOSITORY") to debit
such  account  pursuant  to  Company's  instructions.



Depository                                   Branch



City                     State                     Zip Code



Bank  Transit/ABA  Number                       Account Number

This  authority  is  to  remain  in full force and effect until Depository has
received  joint  written  notification  from  Company  and  Depositor  of  the
Depositor's  termination  of such authority in such time and in such manner as
to  afford  Depository a reasonable opportunity to act on it.  Notwithstanding
the  foregoing,  Depository  shall provide Company and Depositor with 30 days'
prior  written  notice  of the termination of this authority.  If an erroneous
debit  entry  is  initiated  to  Depositor's account, Depositor shall have the
right to have the amount of such entry credited to such account by Depository,
if  (a) within 15 calendar days following the date on which Depository sent to
Depositor  a statement of account or a written notice pertaining to such entry
or  (b)  45  days  after posting, whichever occurs first, Depositor shall have
sent  to Depository a written notice identifying such entry, stating that such
entry  was  in error and requesting Depository to credit the amount thereof to
such  account.   These rights are in addition to any rights Depositor may have
under  federal  and  state  banking  laws.


DEPOSITOR  (Print  Name)                               DEPOSITORY (Print Name)


By:                                                    By:
Its:                                                   Its:
Date:                                                  Date:


     EXHIBIT  B-5
     TO  FRANCHISE  AGREEMENT

     STATEMENT  OF  OWNERSHIP


FRANCHISEE:

TRADE  NAME  (if  different  from  above):


     Form  of  Ownership
     (Check  One)
__________            Individual    __________      Partnership     __________
Corporation          __________            Limited  Liability  Company

     If  a  Partnership,  provide  name  and  address  of each partner showing
percentage  owned,  whether  active  in  management, and indicate the state in
which  the  partnership  was  formed.

     If a Corporation or Limited Liability Company, give the state and date of
incorporation  or  organization,  the  names and addresses of each officer and
director  or manager, and list the names and addresses of every shareholder or
member  showing  what  percentage  of  stock  or  interest  is  owned by each.


     Provide  the  address  where  Franchisee's  financial  records,  and
partnership,  corporate  or  company  records,  as  applicable, are maintained
(Restaurant  location will be deemed to be the address unless otherwise stated
below):



Franchise acknowledges that this Statement of Ownership applies to the
Restaurant  authorized  under  the  Franchise  Agreement.

     Use  additional  sheets  if  necessary.  Any and all changes to the above
information  must  be  reported  to  Franchisor  in  writing.



Date                                                            Name


     EXHIBIT  B-6
     TO  FRANCHISE  AGREEMENT

     GUARANTY  AND  ASSUMPTION  OF  FRANCHISEE'S  OBLIGATIONS
     --------------------------------------------------------

     In  consideration of, and as an inducement to, the execution of the above
Franchise  Agreement  (the  "AGREEMENT")  by  The  Quizno's  Corporation
("FRANCHISOR"), each of the undersigned hereby personally and unconditionally:

(a)      Guarantees to Franchisor and its successors and assigns, for the term
of  this  Agreement, including renew-als thereof, that Franchisee as that term
is  defined  in the Agreement ("FRANCHI-SEE") shall punctually pay and perform
each  and  every  undertaking,  agreement  and  covenant  set  forth  in  the
Agree-ment;  and

(b)     Agrees to be personally bound by, and personally liable for the breach
of,  each  and  every  provision  in  the  Agree-ment.

Each  of  the  undersigned  waives  the  following:

1.          Acceptance and notice of acceptance by Franchisor of the foregoing
undertaking;

2.       Notice of demand for payment of any indebtedness or nonperformance of
any  obligations  hereby  guaranteed;

3.          Protest  and  notice  of  default to any party with respect to the
indebtedness  or  nonperformance  of  any  obligations  hereby guaranteed; and

4.          Any right he or she may have to require that any action be brought
against  Franchisee  or  any  other  person  as  a  condition  of  liability.

Each  of  the  undersigned  consents  and  agrees  that:

5.      His or her direct and immediate liability under this guaranty shall be
joint  and  several;

6.        He or she shall render any payment or performance required under the
Agreement  upon  demand  if  Franchisee  fails or refuses punctually to do so;

7.       Such liability shall not be contingent or conditioned upon pursuit by
Franchisor  of  any  remedies  against  Fran-chisee  or  any other person; and

8.      Such liability shall not be diminished, relieved or otherwise affected
by any extension of time, credit or other indulgence which Franchisor may from
time  to  time  grant  to Franchisee or to any other person, including without
limitation  the  acceptance  of  any  partial  payment  or performance, or the
compromise  or release of any claims, none of which shall in any way modify or
amend this guaranty, which shall be continuing and irrevocable during the term
of  the  Agreement,  including  renewals  thereof.

     IN  WITNESS  WHEREOF,  each  of  the  undersigned  has affixed his or her
signature  effective  on  the same day and year as the Agreement was executed.

GUARANTOR(S)


SIGNATURE                                                            SIGNATURE


NAME  -  TYPED  OR  PRINTED                            NAME - TYPED OR PRINTED


SIGNATURE


NAME  -  TYPED  OR  PRINTED

     EXHIBIT  B-7  TO
     FRANCHISE  AGREEMENT

     ADDENDUM  TO
     TO  FRANCHISE  AGREEMENT  --
     BOOKKEEPING  SERVICES
     AND  DIRECT  DEBIT  AUTHORIZATION

     THIS  ADDENDUM  to the Franchise Agreement dated as of even date herewith
-by  and  between  The  Quizno's  Corporation  ("FRANCHISOR")  and
________________________________ ("FRANCHISEE") is made as of the same date to
supplement certain terms and conditions of the Agreement.  In the event of any
conflict  between  the  terms of the Agreement and the terms of this Addendum,
the terms of this Addendum shall control.  All capitalized terms not otherwise
defined in this Addendum shall have their respective meanings set forth in the
Agreement.    Franchisor  and  Franchisee  agree  as  follows:

     1.      BOOKKEEPING SERVICES.  The following shall be added to supplement
             --------------------
Section  15  of  the  Agreement:

     A.          SERVICES.     Franchisee shall use Franchisor or Franchisor's
                 --------
designated  vendor  to  provide payroll and bookkeeping services to Franchisee
and  Franchisee  agrees  to comply with all requirements Franchisor prescribes
with  regard  to  said  services.    Franchisor's bookkeeping service does not
include  cash  management.

     Franchisor  or  Franchisor's designated vendor will provide the following
accounting  services  on  a  period  basis  for  franchised  Restaurants:

     Period  End  Financial  Statements:          .    Balance  Sheet
     .    Profit  and  Loss  Statement

     Detailed  General  Ledger:                   .   Unpaid Invoice Register
     .    Bank  Reconciliation
     .    Check  Register
     .    Printed  Period  Accounts  Payable  Checks
     .    Prepare  necessary  sales  tax  reports
     .    Prepare  necessary  personal  property  tax
          reports
     .    Prepare  necessary  use  tax  reports
     .    Payroll  Register,  Payroll  tax  reports  and
          all  necessary  filings
 
     A  department  manager  will  personally  review all period end financial
information  before  issuance.    A  complete Franchise Bookkeeping Department
Procedures Manual will be provided to Franchisee.  This manual will outline in
detail  all  procedures  and  checklists  followed  by  Franchise  Bookkeeping
Department  personnel.

     A  complete  Franchise  Restaurant  Accounting  Procedures Manual will be
provided  to  Franchisee.    This manual will outline in detail all accounting
procedures  that  are  the  Restaurants'  managers'  responsibility.

     B.          SUBMISSION  OF  RESTAURANT  RELATED  ITEMS.  In order for the
                 ------------------------------------------
Franchise  Bookkeeping  Department  to  provide  the  most  timely  and useful
information  to  individual Restaurants or companies, it is essential that the
accounting department receive information as soon as possible after the period
closes.

     The  Franchise  Bookkeeping Department will provide the above services to
Franchisee  within 10 working days upon receiving the last information for the
period.

     Each week, in accordance with our procedures, Franchisee agrees to submit
to  Franchisor:  (a) completed Profit Planners worksheets; (b) Payroll changes
and  current  hours  worked;  (c) Bank statements; (d) Manual check stubs with
invoice copies; (e) Invoices to be paid; and (f) Any other documents as may be
required  to  properly  record  all  transactions  affecting  the Restaurant's
financial  activity.


     C.      FEES FOR BOOKKEEPING SERVICES.  In consideration for the services
             -----------------------------
Franchisor  provides to Franchisee pursuant to this Addendum, Franchisee shall
pay  to Franchisor the sum of $85 per Restaurant per week.  Franchisor may, in
its  sole  discretion,  increase  the  fee  after 12 months following the date
Franchisee's  Restaurant  commences  operation,  and thereafter annually to an
amount  equal  to  the  market  rate  for  similar  services  as determined by
Franchisor.

     D.          TERMINATION.
                 -----------

     (a)          By Franchisor.  If Franchisee fails to (i) submit restaurant
                  -------------
related  items when required pursuant to this Section, or (ii) pay fees due to
Franchisor  for  these  services, Franchisor shall have the right to terminate
the  Agreement  as  provided  in  Section  18.2  of  the  Agreement.

     (b)        By Franchisee.  At any time after 12 months following the date
                -------------
Franchisee's  Restaurant  commences  operation,  Franchisee  may terminate the
bookkeeping  services  service 90 days following completion of the following :
Franchisee retains a full time professional accountant (approved in writing by
Franchisor)  to  provide  bookkeeping  services (at Franchisee's expenses) and
that  accountant  agrees  in  writing  (on a form acceptable to Franchisor) to
provide  timely  financial statements required by Section 15 of the Agreement.
If  Franchisee fails to provide such financial statements more than 2 times in
any 12-month period, in addition to any other remedies, Franchisor may require
Franchisee  to  use Franchisor's bookkeeping services at the then-current fee.

     2.          DIRECT  DEBITS.   If required by Franchisor, Franchisee shall
                 --------------
complete  Exhibit B-4 to authorize Franchisor to initiate debit entries and/or
credit  correction entries to Franchisee's checking or savings account for the
payment  of  Royalties, Marketing and Promotion Fees or any other payment owed
by  Franchisee  to  Franchisor  under  the  terms  of  the  Agreement.

     IN  WITNESS  WHEREOF,  the parties hereto have caused this Addendum to be
executed  on  the  date  first  set  forth  above.

THE  QUIZNO'S  CORPORATION                              FRANCHISEE:




By:                                                      By:

Its:                                                     Its:


     EXHIBIT  B-8  TO
     FRANCHISE  AGREEMENT
     ADDENDUM  TO
     TO  FRANCHISE  AGREEMENT  --
     DEVELOPMENT  RIGHTS  ADDENDUM
                                      TO
                           THE QUIZNO'S CORPORATION
                              FRANCHISE AGREEMENT

     1.          BACKGROUND.    This Development Rights Rider (the "Rider") is
                 ----------
between  The Quizno's Corporation ("we," "us" or "our") and ("you" or "your").
This Rider is attached to, and intended to be part of, the Franchise Agreement
signed simultaneously with this Rider for the operation of a specific Quizno's
Restaurant  (the  "Franchise  Agreement").   We and you are signing this Rider
because  you want the right to develop a multiple number of Restaurants within
a certain geographic area over a certain period of time, and we are willing to
grant  you  these  development  rights  if  you  comply  with  this  Rider.

     2.     GRANT OF DEVELOPMENT RIGHTS.  Subject to your compliance with this
            ---------------------------
Rider,  we  grant  you  the  right  to  develop  Restaurants, according to the
mandatory  schedule  (the  "Schedule")  on Exhibit A to this Rider, within the
following  geographic  area  (the  "Territory"):



     If you are fully complying with all of your obligations under this Rider,
the  Franchise  Agreement,  and  all other franchise agreements then in effect
between  us  and  you  (or  your  affiliated  entities)  for  the operation of
Restaurants,  then during this Rider's term only, we (and our affiliates) will
not  establish,  or allow another franchise owner to establish, Restaurants to
be  located  within  the Territory (except franchises we grant you pursuant to
this  Rider).

     3.          DEVELOPMENT  OBLIGATIONS.  To maintain your rights under this
                 ------------------------
Rider,  you  must  have Restaurants open and operating within the Territory by
the dates set forth on the Schedule.  You will operate each Restaurant under a
separate  franchise  agreement with us.  The franchise agreement that you sign
for  each  additional  Restaurant  will  be our then-current form of franchise
agreement,  any  or all of the terms of which may be materially different than
the  terms  of  the  Franchise  Agreement.    Despite  any  contrary provision
contained  in  any  such  franchise  agreement,  you must have your additional
Restaurants  open  and  operating  by the dates contained on the Schedule.  To
retain  your  rights under this Rider, each Restaurant opened pursuant to this
Rider  must  operate  continuously  throughout  this  Rider's  term.

     4.      SUBFRANCHISING RIGHTS.  This Rider does not give you any right to
             ---------------------
license  others  to operate Restaurants.  Only you (or affiliated entities you
establish  and  we  approve)  any  open  Restaurants  pursuant  to this Rider.

     5.     DEVELOPMENT FEES.  As consideration for the rights we grant you in
            ----------------
this  Rider, you must pay us, at the same time you sign this Rider, a total of
________________________ ($________) (the "Development Fee"), which equals one
hundred  percent  (100%) of the first two (2) initial franchise fees and fifty
percent  (50%)  of  the  aggregate  initial  franchise fees due for all of the
Restaurants  that  you  must develop under the Schedule.  Each time you sign a
franchise  agreement for a Restaurant to be developed within the Territory, we
will  apply  the Development Fee in increments equal to fifty percent (50%) of
the  initial  franchise  fee  due for that Restaurant to reduce the additional
amount  you  must  pay.   We fully earn the Development Fee when you sign this
Rider.    The  Development  Fee  is  not  refundable if you do not satisfy the
Schedule.

     6.       GRANT OF FRANCHISES.  You must submit a separate application for
              -------------------
each  Restaurant  location you wish to develop in the Territory.  You agree to
give  us all information and materials we request to assess the proposed site.
We  will  not  unreasonably  withhold approval of any site you propose if that
site  meets  our  then-current  site  criteria.    We  agree  to  use our best
reasonable  efforts to review and approve sites you propose within thirty (30)
days  after we receive all requested information and materials.  If we approve
the  proposed  site,  you  agree, within the time period we specify, to sign a
separate  franchise  agreement  for that site and to pay the initial franchise
fee  due.    If you do not do so, or are unable to obtain lawful possession of
the  proposed  site, we may withdraw our approval of the proposed site.  After
you  sign  the franchise agreement, its terms and conditions will control your
development  and  operation of the Restaurant (except for the required opening
date,  as  provided  in  Section  3  above).

     7.     TERM.  This Rider's term begins on the date we and you sign it and
            ----
ends  on the date when (a) the final Restaurant is to open under the Schedule,
or  (b)  this  Rider  is  otherwise  terminated.

     8.          TERMINATION.    We may terminate this Rider and your right to
                 -----------
develop additional Restaurants at any time, effective upon delivery of written
notice  of  termination  if (a) you fail to satisfy your obligations under the
Schedule,  which  defaults  you  have  no  right to cure; or (b) the Franchise
Agreement,  or  any  other  franchise  agreement  between  us and you (or your
affiliated  entity) for a Restaurant, is terminated by us or you for any or no
reason.

     9.      ASSIGNMENT.  This Rider and all related rights are not assignable
             ----------
except  in  connection  with the assignment of the Franchise Agreement and all
other  franchise  agreements  to which you (and your affiliated entities) then
are  a  party,  provided  that  the  Franchise  Agreement  and  all such other
franchise  agreements  are  assigned to the same entity and the conditions for
assignment  in  all  such  documents  are  satisfied.

     10.          RIDER  TO  CONTROL.    Except as provided in this Rider, the
                  ------------------
Franchise  Agreement  remains  in full force and effect as originally written.
If  there is any inconsistency between the Franchise Agreement and this Rider,
the  terms  of  this  Rider  will  control.


Dated  this  day  of,  19.

THE  QUIZNO'S  CORPORATION                                        FRANCHISEE:


By:                                                       By:

Its:                                                      Its: