Exhibit  10.10

INDEMNIFICATION  AGREEMENT
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     This  Agreement,  is made and entered into this 6th day of February, 1997
("Agreement"), by and between The Quizno's Corporation, a Colorado corporation
("Company"),  and  J.  Eric  Lawrence  ("Indemnitee"):

     WHEREEAS,  highly  competent persons are becoming more reluctant to serve
corporations as directors or in other capacities unless they are provided with
adequate  protection  through  insurance  or  adequate indemnification against
inordinate  risks  of  claims  and  actions  against them arising out of their
service  to  and  activities  on  behalf  of  the  corporation;

     WHEREAS,  the  Board  of Directors of the Company has determined that the
inability  to  attract  and  retain  such  persons  is detrimental to the best
interests  of  the  Company's  stockholders and that the Company should act to
assure  such persons that there will be increased certainty of such protection
in  the  future;

     WHEREAS,  it  is  reasonable,  prudent  and  necessary  for  the  Company
contractually  to  obligate  itself  to  indemnify such persons to the fullest
extent  permitted  by  applicable  law  so that they will serve or continue to
serve  the  Company  free  from  undue  concern  that  they  will  not  be  so
indemnified;  and

     WHEREAS, Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be
so  indemnified;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and the covenants
contained  herein,  the Company and Indemnitee do hereby covenant and agree as
follows:

     SECTION  1.  Services  by Indemnitee.  Indemnitee has agreed to serve, or
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presently serves, the Company and/or its subsidiaries in one or more positions
of  significant  responsibility  and importance to the Company, and Indemnitee
may  serve  the Company in additional positions in the future.  Indemnitee may
at any time and for any reason resign from such position and the Company shall
have  no  obligation  under  this  Agreement  to  continue  Indemnitee in such
position  unless  otherwise  obligated  by  contract  or  law.

     Section  2.  Indemnification  General.   The Company shall indemnify, and
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advance  Expenses (as defined in Section 16) to, Indemnitee (a) as provided in
this  Agreement,  and (b) to the fullest extent permitted by applicable law in
effect  on  the  date  hereof and as amended from time to time.  The rights of
Indemnitee  provided under the preceding sentence shall include, but shall not
be  limited  to, the rights set forth in the other Sections of this Agreement.

     The indemnity and prepayment obligations of the Company and the standards
for indemnification set forth in this Agreement shall apply in all cases, even
if the conduct, act or omission in question occurred prior to the date of this
Agreement.

     Section  3.  Indemnification.  Indemnitee shall be entitled to the rights
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of  indemnification  provided in this Section 3 if, by reason of his Corporate
Status (as defined in Section 16), he is, or is threatened to be made, a party
to  any  threatened,  pending,  or completed Proceeding (as defined in Section
16).    Indemnitee  shall be entitled to such rights regardless of whether the
Proceeding  relates  to periods prior to or after execution of this Agreement.
Pursuant  to  this  Section  3,  Indemnitee  shall  be indemnified against all
Expenses,  judgments, penalties, fines and amounts paid in settlement actually
and  reasonably  incurred  by  him  or  on  his behalf in connection with such
Proceeding  or  any  claim, issue or matter therein, if he acted in good faith
and  he  reasonably  believed, in the case of conduct in his official capacity
with  the  Company, that his conduct was in the best interests of the Company;
or  in  all other cases, that his conduct was at least not opposed to the best
interests  of the Company and, with respect to any criminal Proceeding, had no
reasonable  cause  to  believe  his  conduct  was  unlawful.   Notwithstanding
anything  herein  to  the  contrary, no indemnification against such Expenses,
judgments,  penalties,  fines  or  amounts paid in settlement shall be made in
respect  of  any  claim,  issue  or matter which has been determined, by final
adjudication  by  a court of competent jurisdiction, to constitute an Excluded
Claim  (as  defined  in  Section  16).

     Section  4.  Indemnification  for  Expenses  of a Partly Who is Wholly or
                  ------------------------------------------------------------
Partly  Successful.  Notwithstanding any other provision of this Agreement, to
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the  extent  that Indemnitee is, by reason of his Corporate Status, a party to
and  is  wholly  successful, on the merits or otherwise, in any Proceeding, he
shall  be indemnified against all Expenses actually and reasonably incurred by
him  or  on  his  behalf in connection therewith.  If Indemnitee is not wholly
successful  in  such Proceeding but is successful, on the merits or otherwise,
as  to  one  or  more  but  less  than  all  claims, issues or matters in such
Proceeding,  the  Company  shall  indemnify  Indemnitee  against  all Expenses
actually and reasonably incurred by him or on his behalf, as determined by the
Board of Directors, in connection with each successfully resolved claim, issue
or  matter.    For  purposes  of  this  Section  and  without  limitation, the
termination  of  any claim, issue or matter in such a Proceeding by dismissal,
with  or  without  prejudice,  shall be deemed to be a successful result as to
such  claim,  issue  or  matter.

     Section  5.  Indemnification  for Expenses of a Witness.  Notwithstanding
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any  other  provision  of  this  Agreement,  to the extent that Indemnitee, by
reason  of  his Corporate Status, appears as a witness at a Proceeding or at a
deposition  related  to any Proceeding to which Indemnitee is not a Party, he
shall  be indemnified against all Expenses actually and reasonably incurred by
him or on his behalf in connection with such appearance, or in preparation for
such  appearance.

     Section  6.  Advancement  of  Expenses.    The  Company shall advance all
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reasonable  Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding within ten days after the receipt by the Company of a statement
or statements from Indemnitee requesting such advance or advances from time to
time,  whether  prior  to or after final disposition of such Proceeding.  Such
statement  or  statements  shall  reasonably evidence the Expenses incurred by
Indemnitee,  shall  include or be preceded by (i) an undertaking by Indemnitee
to  repay  any  Expenses  advanced  if  it shall ultimately be determined that
Indemnitee  is  not  entitled  to be indemnified against such Expenses, (ii) a
written affirmation by the Indemnitee of his good faith belief that he has met
the  standard  of  conduct  described  in  Section  3, and (iii) evidence of a
determination,  made  in accordance with Section 7 hereof, that the facts then
known  to  those  making the determination would not preclude indemnification.

Section  7.  Procedure  for  Determination  of Entitlement to Indemnification.
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     (a)      To obtain indemnification under this Agreement, Indemnitee shall
submit  to  the Company a written request, including therein or therewith such
documentation  and information as is reasonably available to Indemnitee and is
reasonably  necessary  to  determine  whether and to what extent Indemnitee is
entitled  to  indemnification  or whether he is seeking indemnification for an
Excluded  Claim  and therefore not entitled to indemnification.  The Secretary
of  the  Company  shall,  promptly  upon  receipt  of  such  a  request  for
indemnification,  advise the Board of Directors in writing that Indemnitee has
requested  indemnification.

     (b)       Upon written request by Indemnitee for indemnification pursuant
to  the  first  sentence  of  Section  7(a) hereof, the appropriate entity, as
mandated  by this Section 7(b), shall determine whether Indemnitee is entitled
to  indemnification  and whether he is seeking indemnification for an Excluded
Claim.    Such  determination  shall  be  made: (i) by Independent Counsel (as
defined  in  Section 16) in writing to the Board of Directors, a copy of which
shall  be  delivered  to  Indemnitee,  if  a  Change in Control (as defined in
Section 16) shall have occurred; or (ii) if a Change of Control shall not have
occurred,  (A)  by  the  Board  of  Directors  by  a majority vote of a quorum
consisting  of Disinterested Directors (as defined in Section 16), or (B) if a
quorum  of the Board of Directors consisting of Disinterested Directors is not
obtainable  or,  even if obtainable, such quorum of Disinterested Directors so
directs,  by  Independent Counsel in writing to the Board of Directors, a copy
of  which  shall be delivered to Indemnitee or (C) if so directed by the Board
of  Directors, by the stockholders of the Company; and, if it is so determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be
made  within  ten  (10)  days  after  such  determination.    Indemnitee shall
cooperate  with  the person, persons or entity making such determination with
respect to Indemnitee's entitlement to indemnification, including providing to
such  person,  persons  or  entity  upon  reasonable  advance  request  any
documentation  or  information  which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary  to such determination.  Any costs or expenses (including attorney's
fees  and  disbursements)  incurred  by  Indemnitee in so cooperating with the
person,  persons  or  entity  making  such determination shall be borne by the
Company  (irrespective  of the determination as to Indemnitee's entitlement to
indemnification)  and  the  Company  hereby  indemnifies  and  agrees  to hold
Indemnitee  harmless  therefrom.

     (c)      In the event the determination of entitlement to indemnification
is  to  be  made  by  Independent Counsel pursuant to Section 7(b) hereof, the
Independent  Counsel shall be selected as provided in this Section 7(c).  If a
Change  of  Control  shall not have occurred, the Independent Counsel shall be
selected  by the Board of Directors, and the Company shall give written notice
to  Indemnitee  advising  him  of  the  identity of the Independent Counsel so
selected.  If a Change of Control shall have occurred, the Independent Counsel
shall  be  selected  by  Indemnitee (unless Indemnitee shall request that such
selection  be  made  by  the  Board of Directors, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected.  In either
event,  Indemnitee  or  the  Company,  as the case may be, may, within 10 days
after  such  written notice of selection shall have been given, deliver to the
Company  or  to  Indemnitee,  as  the case may be, a written objection to such
selection;  provided, however, that such objection may be asserted only on the
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ground that the Independent Counsel so selected does not meet the requirements
of  "Independent  Counsel" as defined in Section 16 of this Agreement, and the
objection  shall  set  forth  with  particularity  the  factual  basis of such
assertion.    If  such  written  objection  is  so made and substantiated, the
Independent  Counsel  so  selected may not serve as Independent Counsel unless
and  until  such  objection  is  withdrawn or a court has determined that such
objection is without merit.  If, within 20 days after submission by Indemnitee
of  a written request for indemnification pursuant to Section 7(a) hereof, all
Independent  Counsel  selected  have  been  objected to, either the Company or
Indemnitee  may  petition  a  court  of competent jurisdiction, subject to the
provisions  of  Section  21,  for resolution of any objection which shall have
been made by the Company or Indemnitee to the other's selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by  the  Court  or  by such other person as the Court shall designate, and the
person  with  respect  to whom all objections are so resolved or the person so
appointed  shall  act  as  Independent  Counsel  under Section 7(b) hereof The
Company  shall  pay  any  and  all reasonable fees and expenses of Independent
Counsel  incurred  by  such  Independent  Counsel  in  connection  with acting
pursuant to Section 7(b) hereof, and the Company shall pay all reasonable fees
and  expenses  incident  to the procedures of this Section 7(c), regardless of
the  manner in which such Independent Counsel was selected or appointed.  Upon
the  due  commencement  of  any judicial proceeding or arbitration pursuant to
Section 9(b) or (c) of this Agreement, Independent Counsel shall be discharged
and  relieved  of  any further responsibility in such capacity (subject to the
applicable  standards  of  professional  conduct  then  prevailing).

     (d)          Indemnitee agrees that he will reimburse the Company for all
Expenses paid by the Company in connection with any action, suit or proceeding
against  Indemnitee  in  the event and only to the extent that a determination
shall have been made by a court in a final adjudication from which there is no
further  right of appeal that the Indemnitee is not entitled to be indemnified
by  the  Company  for  such Expenses because the claim is an Excluded Claim or
because  Indemnitee is otherwise not entitled to payment under this Agreement.

SECTION  8.  PRESUMPTIONS  AND  EFFECTof  CERTAIN  PROCEEDINGS-.
             -------------------------    ----------------------

     (a)          If  a  Change  of  Control  shall have occurred, in making a
determination  with  respect  to entitlement to indemnification hereunder, the
person  or  persons  or  entity  making  such determination shall presume that
Indemnitee  is  entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 7(a) of
this  Agreement,  and  the  Company shall have the burden of proof to overcome
that  presumption  in  connection  with  the  making by any person, persons or
entity  of  any  determination  contrary  to  that  presumption.

     (b)          The  termination of any Proceeding or of any claim, issue or
matter  therein,  by judgment, order, settlement or conviction, or upon a plea
of  nolo contender or its equivalent, shall not (except as otherwise expressly
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provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good
faith  and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.

     SECTION  9.  REMEDIES OF INDEMNITEE.    Indemnitee  shall  commence  any
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proceeding  seeking  an  adjudication  or  an  award in arbitration under this
Section 9 within 180 days following the date on which Indemnitee first has the
right  to  commence  such  proceeding  pursuant  to  this Section 9; provided,
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however,  that the foregoing clause shall not apply in respect of a proceeding
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brought by Indemnitee to enforce his rights under Section 4 of this Agreement.

     (a)      Except as provided by Section 9(c), the parties agree that venue
and  jurisdiction,  with  respect  to  any matter arising under the Agreement,
shall be exclusively in the state or federal courts, as applicable, located in
the  State of Colorado.  Each party submits to the jurisdiction of such courts
in  Colorado  with  respect  to  any  claim  or controversy arising under this
Agreement.

     (b)          In  the event that: (i) a determination is made pursuant to
Section 7 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement; (ii) advancement of Expenses is not timely made pursuant
to  Section  6  of  this  Agreement;  (iii) no determination of entitlement to
indemnification  shall  have  been  made  pursuant  to  Section  7(b)  of this
Agreement  within  90  days  after  receipt  by the Company of the request for
indemnification;  (iv)  payment  of  indemnification  is  not made pursuant to
Section  4  or  5 of this Agreement within ten (10) days after receipt by the
Company  of  a  written request therefor; or (v) payment of indemnification is
not  made  within  ten  (10)  days  after  a  determination has been made that
Indemnitee  is entitled to indemnification, Indemnitee shall be entitled to an
adjudication  in  an  appropriate  court  of  the  State  of  Colorado  of his
entitlement  to  such  indemnification  or  advancement  of  Expenses.

     (c)     Alternatively, if one of the events set forth in Section 9(b) has
occurred,  Indemnitee,  at  his option, may seek an award in arbitration to be
conducted  by  a  single arbitrator, in the State of Colorado, pursuant to the
Commercial  Arbitration  Rules  of  the  American  Arbitration  Association.

     (d)       In the event that a determination shall have been made pursuant
to  Section  7(b)  of  this  Agreement  that  Indemnitee  is  not  entitled to
indemnification,  any judicial proceeding or arbitration commenced pursuant to
this  Section  9  shall  be  conducted  in all respects as a de novo trial, or
                                                             -------
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that  adverse  determination.   If a Change of Control shall have occurred, in
any  judicial  proceeding  or arbitration commenced pursuant to this Section 9
the  Company  shall have the burden of proving that Indemnitee is not entitled
to  indemnification  or  advancement  of  Expenses,  as  the  case  may  be.

     (e)      If a determination shall have been made pursuant to Section 7(b)
of  this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration
commenced  pursuant to this Section 9, absent (i) a misstatement by Indemnitee
of  a  material  fact,  or  an  omission  of a material fact necessary to make
Indemnitee's  statement  not  materially  misleading,  in  connection with the
request  for  indemnification,  or  (ii) a prohibition of such indemnification
under  applicable  law.

     (f)     In the event that Indemnitee, pursuant to this Section 9, seeks a
judicial  adjudication  of  or  an  award in arbitration to enforce his rights
under, or to recover damages for breach of this Agreement, Indemnitee shall be
entitled  to recover from the Company, and shall be indemnified by the Company
against,  any  and  all  expenses (of the types described in the definition of
Expenses  in Section 16 of this Agreement) actually and reasonably incurred by
him  in  such  judicial  adjudication  or arbitration, but only if he prevails
therein.    If  it  shall  be  determined  in  said  judicial  adjudication or
arbitration  that  Indemnitee  is  entitled to receive part but not all of the
indemnification  or  advancement  of expenses sought, the expenses incurred by
Indemnitee  in connection with such judicial adjudication or arbitration shall
be  appropriately  prorated  by  the  court  or  arbitrator.

Section  10.    Non-exclusivity:  Survival  of Rights: Insurance: Subrogation.
                -------------------------------------------------------------

     (a)          The  rights of indemnification and to receive advancement of
Expenses  as  provided  by this Agreement shall not be deemed exclusive of any
other  rights to which Indemnitee may at any time be entitled under applicable
law,  the  Articles  of  Incorporation,  the  Bylaws, any agreement, a vote of
stockholders  or a resolution of directors, or otherwise.  Indemnitee shall be
entitled  to  such rights regardless of whether the subject Proceeding relates
to  periods  prior  to  or  after  execution of this Agreement.  No amendment,
alteration  or repeal of this Agreement or of any provision hereof shall limit
or  restrict  any  right  of Indemnitee under this Agreement in respect of any
action  taken  or  omitted by such Indemnitee in his Corporate Status prior to
such  amendment,  alteration  or  repeal.

     (b)       To the extent that the Company maintains an insurance policy or
policies  providing liability insurance for directors, officers, employees, or
agents of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in which position such person
serves  at the request of the Company, Indemnitee shall be named as an insured
in  such manner as to provide Indemnitee the same rights and benefits, subject
to  the  same  limitations,  as  are  accorded  to  the Company's directors or
officers  most  favorably  insured  by  such  policy.

     (c)         In the event of any payment under this Agreement, the Company
shall  be  subrogated  to  the  extent of such payment to all of the rights of
recovery  of  Indemnitee,  who  SHALL execute all papers required and take all
action  necessary to secure such rights, including execution of such documents
as  are  necessary to enable the Company to bring suit to enforce such rights.

     (d)      The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee  has  otherwise  actually received such payment under any insurance
policy,  contract,  agreement  or  otherwise.

     SECTION 11. Duration of AGREEMENT.This Agreement shall continue until and
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terminate  upon  the  later  of  (a) 10 years after the date that Indemnitee
shall  have  ceased to serve as a DIRECTOR, officer, employee, or agent of the
Company  or  of  any  other  corporation,  partnership,  joint VENTURE, trust,
employee  benefit  plan  or  other  enterprise  which Indemnitee served at the
request  of  THE  Company; or (b) the final termination of any Proceeding then
pending in respect of which Indemnitee is granted rights of indemnification or
advancement  of  expenses  hereunder  and  of  any  proceeding  commenced  by
Indemnitee  pursuant  to  Section  9 of this Agreement relating thereto.  This
Agreement shall be binding upon the Company and its successors and assigns and
shall  inure  to  the  benefit  of  Indemnitee  and  his  heirs, executors and
administrators.

     SECTION  12.  Severability.    If  any  provision  or  provisions of this
                   ------------
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever:  (a)  the  validity,  legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of
any  Section  of  this  Agreement  containing  any  such  provision held to be
invalid,  illegal  or  unenforceable,  that  is not itself invalid, illegal or
unenforceable)  shall  not in any way be AFFECTED or impaired thereby; and (b)
to  the  fullest extent possible, the provisions of this Agreement (including,
without  limitation,  each portion of any Section of this Agreement containing
any  such  provision held to be invalid, illegal or unenforceable, that is not
itself  invalid,  illegal  or  unenforceable) shall be construed so as to give
effect  to  the  intent  manifested  thereby.

     SECTION  13.  Exception  to  RIGHT  of  INDEMNIFICATION  OR  ADVANCEMENT OF
                   -----------------------------------------------------------
EXPENSES Notwithstanding  any  other  provision  of this Agreement, Indemnitee
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shall not be entitled to indemnification or advancement of Expenses under this
Agreement  with  respect  to any Proceeding initiated by Indemnitee prior to a
Change  in  Control,  unless the initiation of such Proceeding shall have been
approved  by  the  Board  of  Directors.

     SECTION  14.  Identical  Counterparts.  This Agreement may be executed in
                   -----------------------
one or more counterparts, each of which shall for all purposes be deemed to be
an  original  but  all  of  which  together  shall constitute one and the same
Agreement.    Only  one  such  counterpart  signed  by  the party against whom
enforceability  is  sought  needs  to be produced to evidence the existence of
this  Agreement.    Signatures  may  be  exchanged  by telecopy, with original
signatures  to  follow.    The Company and the Indemnitee agree that they will
each  be  bound  by  its  own  telecopied  signature  and  that it accepts the
telecopied  signatures  of  the  other  party.

     Section  15.  Headings.  The headings of the paragraphs of this Agreement
                   --------
are  inserted  for convenience only and shall not be deemed to constitute part
of  this  Agreement  or  to  affect  the  construction  thereof.

Section  16. Definitions  For  purposes  of  this  Agreement:

     (a)          "Change in Control" means a change in control of the Company
occurring  after  the  Effective Date of a nature that would be required to be
reported  in  response  to  Item 6(e) of Schedule 14A of Regulation 14A (or in
response  to  any  similar  item  on any similar schedule or form) promulgated
under  the  Securities  Exchange  Act  of 1934 (the "Act"), whether or not the
Company  is  then  subject  to  such reporting requirement; provided, however,
that,  without  limitation,  such  a Change in Control shall be deemed to have
occurred if after the Effective Date (i) any "person" (as such term is used in
Sections  13(d)  and  14(d)  of  the  Act)  becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Act), directly or indirectly, of securities of
the  Company  representing  51 % or more of the combined voting power of the
Company's  then  outstanding securities without the prior approval of at least
two-thirds  of  the  members  of  the Board of Directors in office immediately
prior  to  such person attaining such percentage interest; (ii) there occurs a
proxy  contest,  or the Company is a party to a merger, consolidation, sale of
assets,  plan  of liquidation or other reorganization not approved by at least
two-thirds  of  the  members  of  the  Board of Directors then in office, as a
consequence  of  which members of the Board of Directors in office immediately
prior  to  such  transaction  or  event constitute less than a majority of the
Board  of  Directors thereafter; or (iii) during any period of two consecutive
years,  other than as a result of an event described in clause (a)(ii) of this
Section  16,  individuals  who at the beginning of such period constituted the
Board of Directors (including for this purpose any new director whose election
or  nomination  for  election  by the Company's stockholders was approved by a
vote  of  at  least  two-thirds of the directors then still in office who were
directors  at the beginning of such period) cease for any reason to constitute
at  least  a  majority  of  the  Board  of  Directors.

     (b)     "Corporate Status" describes the status of a person who is or was
a director or officer of the Company or a director, officer, employee or agent
of  any other corporation, partnership, joint venture, trust, employee benefit
plan  or other enterprise to the extent such person is or was serving in such
position  at  the  request  of  the  Company.

     (c)       "Disinterested Director" means a director of the Company who is
not  and was not a party to the Proceeding in respect of which indemnification
is  sought  by  Indemnitee.

     (d)         "Effective Date" means the date on which Indemnitee became an
officer  or  director of the Company or otherwise accepted a position with the
Company  of  the  type  described  in  Section  I  above.

(e)          "Excluded  Claim"  means  any  claim:

     (i)     In connection with a Proceeding by or in the right of the Company
in which  the  Indemnitee  was adjudged  liable  to  the  Company;  or

(ii)      In connection with any Proceeding charging improper personal benefit
to the indemnity, whether or not involving action in his official capacity, in
which  the  Indemnitee  was adjudged liable on the basis that personal benefit
was  improperly  received  by  him.

     (f)          "Expenses"  shall  include  all  reasonable attorneys' fees,
retainers,  court  costs,  transcript  costs,  fees  of experts, witness fees,
travel  expenses,  duplicating  costs,  printing  and binding costs, telephone
charges,  postage,  delivery  service  fees,  and  all  other disbursements or
expenses  of  the  types  customarily incurred in connection with prosecuting,
defending,  preparing  to  prosecute  or  defend,  investigating,  or being or
preparing  to  be  a  witness  in  a  Proceeding.

     (g)          "Independent Counsel" means a law firm, or a member of a law
firm,  that is experienced in matters of corporation law and neither presently
is,  nor  in  the  past  five  years  has been, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party, or (ii) any
other  party  to  the  Proceeding  giving  rise to a claim for indemnification
hereunder.    Notwithstanding  the  foregoing,  the term "Independent Counsel"
shall  not  include  any  person  who,  under  the  applicable  standards  of
professional  conduct  then  prevailing,  would have a conflict of interest in
representing  either  the  Company  or  Indemnitee  in  an action to determine
Indemnitee's  rights  under  this  Agreement.

     (h)      "Proceeding" includes any action suit, arbitration, alternative
dispute  resolution  mechanism,  investigation,  administrative hearing or any
other  proceeding,  whether  civil,  criminal, administrative or investigative
based  on or in relation to the Indemnitee's acts or omissions occurring on or
after  the  Effective Date, except one (i) initiated by an Indemnitee pursuant
to  Section  9 of this Agreement to enforce his rights under this Agreement or
(ii)  pending  on  or  before  the  Effective  Date.

     Section  17.    Modification  and Waiver.  No supplement, modification or
                     ------------------------
amendment  of  this  Agreement  shall be binding unless executed in writing by
both  of  the  parties  hereto.    No  waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof  (whether or not similar) nor shall such waiver constitute a continuing
waiver.

     Section  18.    Notice  by  Indemnitee. (a) Indemnitee agrees promptly to
                     ----------------------
notify  the  Company  in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of
Expenses  covered  hereunder.

     (a)        If, at the time of the receipt of such notice, the Company has
director's  and officer's liability insurance ("D&O Insurance") in effect, the
Company  shall  give prompt notice of the commencement of such action, suit or
proceeding  to the insurers in accordance with the procedures set forth in the
respective policies in favor of Indemnitee.  The Company shall thereafter take
all  necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee,  Expenses,  judgments,  penalties,  fines  and  amounts  paid  in
settlement  or  payable  as  a  result  of  such action, suit or Proceeding in
accordance  with  the  terms  of  such  policies.

     (b)          To  the  extent  the  Company  does  not, at the time of the
commencement  of  or  the  threat  of  commencement  of  such  action, suit or
Proceeding,  have applicable D&O Insurance, or if a determination is made that
any  Expenses,  judgments,  penalties,  fines  and  amounts paid in settlement
arising  out  of such action, suit or Proceeding will not be payable under the
D&O  Insurance  then in effect, the Company, if appropriate, shall be entitled
to  assume  the  defense  of  such  action,  suit  or Proceeding, with counsel
satisfactory  to Indemnitee, upon the delivery to Indemnitee of written notice
of its election so to do.  After delivery of such notice, the Company will not
be  liable  to Indemnitee under this Agreement for any legal or other Expenses
subsequently incurred by the Indemnitee in connection with such defense, other
than reasonable Expenses of investigation, provided that Indemnitee shall have
the  right  to  employ counsel in any such action, suit or Proceeding, but the
fees  and  expenses of such counsel incurred after delivery of notice from the
Company  of  its  assumption  of  such  defense  shall  be at the Indemnitee's
expense,  provided further that if (i) the employment of counsel by Indemnitee
has  been  previously  authorized  by  the Company; (ii) Indemnitee shall have
reasonably  concluded  that  there  may  be a conflict of interest between the
Company  and  Indemnitee  in  the  conduct  of  any such defense; or (iii) the
Company  shall  not,  in  fact, have employed counsel to assume the defense of
such  action,  the fees and expenses of counsel shall be at the expense of the
Company.

     Section  19.    Settlement.    The  Company  shall  have no obligation to
                     ----------
indemnify  Indemnitee  under this Agreement for any amounts paid in settlement
of any action, suit or Proceeding effected without the Company's prior written
consent.    The  Company  shall not settle any claim in any manner which would
impose  any  obligation  on  Indemnitee  without Indemnitee's written consent.
Neither  the  Company nor Indemnitee shall unreasonably withhold their consent
to  any  proposed  settlement.

     Section  20.    Notices.    All  notices,  requests,  demands  and  other
                     -------
communications  hereunder shall be in writing and shall be deemed to have been
duly  given  if  (i)  delivered by hand and receipted for by the party to whom
said notice or other communication shall have been directed, or (ii) mailed by
certified  or  registered mail with postage prepaid, on the third business day
after  the  date  on  which  it  is  so  mailed:

(a)          If  to  Indemnitee,  to:

J.  Eric  Lawrence
10000  N.  Central  Expressway,  Suite  1060
Dallas,  Texas  75231

(b)          If  to  the  Company  to:

Patrick  E.  Meyers
Vice  President and General Counsel The Quizno's Corporation 1099 18th Street,
Suite  2850  Denver,  Colorado  80202

or  to  such  other  address  as  may have been furnished to Indemnitee by the
Company  or  to  the  Company  by  Indemnitee  ,  as  the  case  may  be.

     Section  21.    Governing  Law.  This Agreement shall be governed by, and
                     --------------
construed  and  enforced in accordance with, the laws of the State of Colorado
applicable  to  contracts made and to be performed therein.  The parties agree
that venue and jurisdiction with respect to any matter arising hereunder shall
be  exclusively in the state and federal courts, as applicable, located in the
State  of  Colorado.  Each party submits to the jurisdiction of such courts in
Colorado  with  respect  to  any  claims  or  controversies arising hereunder.

SECTION  22.  Miscellaneous.   Use of the masculine pronoun shall be deemed to
              -------------
include  usage  of  the  feminine  pronoun  where  appropriate.

     SECTION 23. Expenses.  In any action brought to enforce the terms of this
                 --------
Agreement  or  pursuant  to  this  Agreement,  the  costs,  expenses  and fees
(including  attorneys'  fees) incurred by the prevailing party will be paid by
the  nonprevailing  party.   If each party prevails in part, the parties agree
that the court will determine their respective responsibilities for legal fees
in  a  manner  consistent  with  this  provision.

     IN  WITNESS  WHEREOF, the parties hereto have, executed this Agreement on
the  day  and  year  first  above  written.

THE  QUIZNO'S  CORPORATION




By:  /s/  Richard  E.  Schaden
Name:  Richard  E.  Schaden
President  and  Chief  Executive  Officer


INDEMNITEE

By:    /s/  J.  Eric  Lawrence
Name  J.  Eric  Lawrence
Title:  Director