Exhibit  10.24

THIS  WARRANT  (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) ARE
SUBJECT  TO  AN INVESTMENT AGREEMENT DATED DECEMBER 31, 1996, AS AMENDED AND A
STOCKHOLDERS  AGREEMENT  DATED AS OF DECEMBER 31, 1996, COPIES OF WHICH ARE ON
FILE  AT  THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED TO THE
HOLDER  ON  REQUEST  TO  THE  SECRETARY  OF  THE CORPORATION.  SUCH INVESTMENT
AGREEMENT  AND STOCKHOLDERS AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN
RESTRICTIONS  ON  VOTING,  SALE,  TRANSFER,  PLEDGE,  HYPOTHECATION  OR  OTHER
DISPOSITION  OF  THE  SECURITIES EVIDENCED BY THIS WARRANT AND THAT THE HOLDER
HAS  RIGHTS  TO  REQUIRE  REPURCHASE BY THE CORPORATION UPON THE OCCURRENCE OF
CERTAIN  EVENTS.    THE  SECURITIES  EVIDENCED  BY  THIS WARRANT HAVE NOT BEEN
REGISTERED  PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY  STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE  DISPOSED  OF  UNLESS  THE  SAME  ARE  REGISTERED  AND  QUALIFIED IN
ACCORDANCE  WITH  THE  ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE
OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO  THE  CORPORATION,  SUCH
REGISTRATION  AND  QUALIFICATION  ARE  NOT  REQUIRED.



     WARRANT  TO  PURCHASE  SHARES
     OF  COMMON  STOCK  OF  THE  QUIZNO'S  CORPORATION
     -------------------------------------------------

     Issued  Date:  October  31,  1997

     THIS  CERTIFIES  THAT,  for  value  received,  Retail & Restaurant Growth
Capital, L.P., a Delaware limited partnership ("Holder"), is entitled, subject
to  the provisions and upon the terms and conditions hereinafter set forth, to
subscribe  for  and  purchase up to 42,209 shares (as adjusted pursuant to the
provisions  hereof), (the "Number") of the fully paid and nonassessable Common
Stock,  par  value  $.001, of THE QUIZNO'S CORPORATION, a Colorado corporation
(the  "Company"  or  the  "Corporation"),  for a price per share (the "Warrant
Price")  equal  to  $5.00  (as  adjusted,  pursuant to the provisions hereof).

     As  used  herein,  the  term  "Shares" shall mean the Company's presently
authorized  Common  Stock,  or  any  stock into or for which such Common Stock
shall  have  been  or  may hereafter be converted or exchanged pursuant to the
Amended  and Restated Articles of Incorporation of the Company as from time to
time  amended  as  provided  by  law  and  in  such  Articles (hereinafter the
"Charter"),  the  term  "Note"  shall  mean  that certain Amended and Restated
Senior  Subordinated  Convertible  Note  due 2001 issued by the Corporation to
Retail & Restaurant Growth Capital, L.P. as of December 31, 1996, and the term
"Grant  Date"  shall  mean  October  31, 1997.  Capitalized terms used and not
defined  herein  shall  have  the  meanings  set forth in a certain Investment
Agreement  dated as of December 31, 1996 by and between the Company and Retail
&  Restaurant  Growth  Capital, L.P., as amended (the "Investment Agreement").


     1.          Method  of  Exercise.
                 --------------------

     1.1      Standard Method.  The purchase right represented by this Warrant
              ---------------
may  be  exercised  by the holder hereof, in whole or in part and from time to
time,  by  either,  at the election of the holder hereof, (a) the surrender of
this  Warrant (with the notice of exercise form attached hereto as Exhibit A-1
duly  executed)  at  the principal office of the Company and by the payment to
the  Company,  by  check  or  by wire transfer, of an amount equal to the then
applicable  Warrant  Price  per  share multiplied by the number of Shares then
being  purchased  or (b) if in connection with a registered public offering of
the Company's securities (provided that such offering includes Shares and that
the  holder shall have elected to participate therein pursuant to the exercise
of  the registration rights referred to in Section 6 hereof), the surrender of
this  Warrant (with the notice of exercise form attached hereto as Exhibit A-2
duly  executed) at the principal office of the Company together with notice of
arrangements  reasonably  satisfactory  to the Company and any underwriter, in
the  case  of  an  underwritten registered public offering, for payment to the
Company  either  by  certified  or  bank  check  or  by wire transfer from the
proceeds  of  the  sale  of  Shares  to  be  sold by the holder in such public
offering  of  an  amount  equal to the then applicable Warrant Price per Share
multiplied  by  the  number  of  Shares  then  being  purchased;  however,
notwithstanding  the  cash payment requirements set forth in this Section 1.1,
the  Holder  shall  be  entitled  to  use  the  net  issue  exercise option as
hereinafter  provided  in Section 1.2.  The person or persons in whose name(s)
any certificate(s) representing Shares shall be issuable upon exercise of this
Warrant  shall  be deemed to have become the holder(s) of record of, and shall
be treated for all purposes as the record holder(s) of, the Shares represented
thereby  (and  such  Shares  shall  be deemed to have been issued) immediately
prior to the close of business on the date or dates upon which this Warrant is
exercised  and  the  then  applicable Warrant Price paid.  In the event of any
exercise  of  the  rights  represented  by  this Warrant, certificates for the
Shares  of  stock so purchased shall be delivered to the holder hereof as soon
as  possible  and  in  any event within ten days of receipt of such notice and
payment of the then applicable Warrant Price and, unless this Warrant has been
fully  exercised  or  expired,  a  new Warrant representing the portion of the
Shares,  if  any,  with respect to which this Warrant shall not then have been
exercised  and  containing the same terms and conditions of this Warrant shall
also  be  issued  to  the  holder  hereof as soon as possible and in any event
within  such  ten-day  period.

     1.2     Net Issue Exercise.  In lieu of exercising this Warrant for cash,
             ------------------
holder  may elect to receive Shares equal to the value of this Warrant (or the
portion  thereof being canceled) by surrender of this Warrant at the principal
office of the Company together with notice of such election in which event the
Company  shall  issue  to  Holder  that  number  of  Shares computed using the
following  formula:

     X=  Y(A-B)                                                              A
         ------
Where

X  =          the  number  of  Shares  to  be  issued  to  Holder.

Y  =       the number of Shares purchasable under this Warrant (or such lesser
amount  as  equals  the  number  of  Shares  which could be purchased with the
portion  of  this  Warrant  being  canceled).

A  =          the  Current  Market  Price  (as  defined  below)  of one Share.

B  =         the Warrant Price (as adjusted to the date of such calculations).

     2.      Adjustment in Number Upon Payment of Dividends and Realization of
             -----------------------------------------------------------------
Financial  Requirements.
-----------------------

     2.1          Adjustments  in  Months  1  through  12
                  ---------------------------------------

     (a)          Subject to the provisions of clause (b)  below, on the first
business day of each month in the period beginning November 1, 1997 and ending
October  31,  1998  ("Year  1"),  if  and  only  if, on that date, all monthly
dividends  (the  "Class  B  Dividends")  are paid to Holder as a holder of the
Company's  Class  B  Cumulative  Preferred  Stock  ("Class B Stock"), then the
Number  shall  be  reduced  by  787  shares  for  such  month;

     (b)       All reductions in the Number made under Section 2.1(a) shall be
rescinded  and  annulled, and the Number shall immediately be increased to the
Number  as  of  October  31, 1997, as adjusted pursuant to Section 4 below, if

     (i)   within five (5) days of any dividend payment date during Year 1 the
dividend  payment  is  not  made;  or

     (ii)    on December 31, 1998 the Company's net income allocable to common
stockholders  does  not  exceed  $900,000.

     2.2          Adjustments  in  Months  13  through  24
                  ----------------------------------------

     (a)          Subject to the provisions of clause (b)  below, on the first
business day of each month in the period beginning November 1, 1998 and ending
October  31,  1999  ("Year  2"),  if  and  only  if, on that date, all Class B
Dividends  are paid to Holder as a holder of the Company's Class B Stock, then
the  Number  shall  be  reduced  by  583  shares  for  such  month;

     (b)       All reductions in the Number made under Section 2.2(a) shall be
rescinded  and  annulled, and the Number shall immediately be increased to the
Number  as  of  October  31, 1998, as adjusted pursuant to Section 4 below, if
     (i)   within five (5) days of any dividend payment date during Year 2 the
dividend  payment  is  not  made;  or

     (ii)    on December 31, 1999 the Company's net income allocable to common
stockholders  does  not  exceed  $1,500,000.

2.3          Adjustments  in  Months  25  through  36
             ----------------------------------------

     (a)          Subject to the provisions of clause (b)  below, on the first
business day of each month in the period beginning November 1, 1999 and ending
October  31,  2000  ("Year  3"),  if  and  only  if, on that date, all Class B
Dividends  are paid to Holder as a holder of the Company's Class B Stock, then
the  Number  shall  be  reduced  by  431  shares  for  such  month;

     (b)       All reductions in the Number made under Section 2.3(a) shall be
rescinded  and  annulled, and the Number shall immediately be increased to the
Number  as  of   October 31, 1999, as adjusted pursuant to Section 4 below, if

     (i)  within five (5) days of any dividend payment date during Year 3  the
dividend  payment  is  not  made;  or

     (ii)    on December 31, 2000 the Company's net income allocable to common
stockholders  does  not  exceed  $2,000,000.

     2.4          Reporting  of  Adjustments under this Section.  Within three
                  ---------------------------------------------
business days of the Company's Form 10-K or Form 10-KSB is due for filing with
the  Securities  and  Exchange  Commision,  and  at any time upon the Holder's
request,  the  Company  shall  issue  to  the  Holder a notice (the "Notice"),
certified  by  the  Company's  chief  financial  officer,  (i)  indicating the
Company's  net  income  to  stockholders for the fiscal year just ended,  (ii)
stating  whether or not all monthly Class B Dividends were paid to the Holder,
and  (iii)  indicating  the  reduction  to  the  Number,  if any, made to date
pursuant  to  this Section 2.  The obligations under this Section shall expire
after  the  Corporation delivers the Notice for the fiscal year ended December
31,  2000.

     3.       Stock Fully Paid; Reservation of Shares.  All Shares that may be
              ---------------------------------------
issued  upon  the  exercise of the rights represented by this Warrant, and all
shares  into  which  such Shares are convertible will, upon issuance, be fully
paid  and  nonassessable,  and  free  from  all  taxes, liens and charges with
respect  to  the  issue  thereof.    During the period within which the rights
represented  by  the  Warrant  may be exercised, the Company will at all times
have  authorized and reserved for the purpose of issuance upon exercise of the
purchase  rights  evidenced  by this Warrant, a sufficient number of Shares to
provide  for  the  exercise  of  the  unexercised  rights  represented by this
Warrant.


     4.      Adjustment of Warrant Price and Number of Shares.  The number and
             ------------------------------------------------
kind  of  securities  purchasable  upon  the  exercise of this Warrant and the
Warrant  Price  shall  be  subject  to  adjustment  from time to time upon the
occurrence of certain events, as follows:  The "Warrant Price" shall initially
be $5.00 and shall be adjusted and readjusted from time to time as provided in
this  Warrant.

     (a)          Adjustments  to  Warrant  Price.
                  -------------------------------

     (i)          Stock Dividends, Subdivisions and Combinations, Non Pro-Rata
                  ------------------------------------------------------------
Repurchases.   In case at any time or from time to time the Corporation shall:
    -------

     (A)          take  a record of the holders of its Other Stock (as defined
below)  for the purpose of entitling them to receive a dividend payable in, or
other  distribution  of,  Other  Stock  (other  than  Common  Stock),  or

     (B)         subdivide its outstanding shares of Other Stock into a larger
number  of  shares  of  Other  Stock,  or

     (C)          combine its outstanding shares of Other Stock into a smaller
number  of  shares  of  Other  Stock,

then  the  Warrant Price in effect immediately after the happening of any such
event  shall  be proportionately decreased, in case of the happening of events
described in subparagraphs A or B above, or proportionately increased, in case
of  the  happening of events described in subparagraph C above.  "Other Stock"
shall  mean  the  Common  Stock  and shall also include all other stock of the
Corporation  of  any  other  class  other  than  Convertible  Stock.    A
reclassification  of  the Other Stock into shares of Other Stock and shares of
any  other class of stock shall be deemed a distribution by the Corporation to
the  holders  of  its  Other Stock of such shares of such other class of stock
within  the meaning of this Subsection and, if the outstanding shares of Other
Stock  shall  be  changed  into  a larger or smaller number of shares of Other
Stock  as  a  part  of such reclassification, shall be deemed a subdivision or
combination,  as  the  case  may  be, of the outstanding shares of Other Stock
within  the  meaning  of  this  Subsection  a(i).

     (ii)      Repurchase of Other Stock.  In case at any time or from time to
               -------------------------
time,  the  Corporation  shall (except as hereinafter provided) repurchase any
Other  Stock  (the  "Repurchased  Stock"),  then upon the consummation of such
repurchase  the  Warrant  Price then in effect shall be decreased to an amount
determined  by  multiplying  the  Warrant Price in effect immediately prior to
such  adjustment  by  a fraction, (x) the numerator of which is the price paid
per  share  of  the Repurchased Stock, and (y) the denominator of which is the
Current  Market  Price per share of Common Stock on the date immediately prior
to  such  repurchase (after giving effect to any stock splits, stock dividends
or other stock repurchases between the date of such repurchase and the date on
which  such  calculation is made); provided, however, that if the numerator of
                                   --------  -------
such  fraction  is  greater  than  the  denominator  of such fraction, then no
adjustment  to  the Warrant Price shall be made.  No adjustment of the Warrant
Price  shall  be  made  under  this  Subsection  upon  the  repurchase  of the
Repurchased Stock if such repurchase, together with all repurchases during the
previous  twelve (12) calendar months, is a repurchase of less than the sum of
(1)  5% of the issued and outstanding Other Stock determined as of the date of
such  repurchase,  plus  (2)  repurchases  of  stock  options  and Other Stock
                   ----
underlying  such  stock  options  in  a  transaction or series of transactions
during  such  twelve (12) month period not exceeding $50,000 in the aggregate.

     (iii)          Issuance of Additional Shares of Other Stock.  "Additional
                    --------------------------------------------
Shares  of  Other  Stock"  shall  mean all shares of Other Stock issued by the
Corporation  after  October 31, 1997 other than (i) the shares of Common Stock
issued  to  a  holder of Convertible Stock upon conversion of such Convertible
Stock, and (ii) Permitted Common Stock Issuances.  In case at any time or from
time  to  time,  the Corporation shall (except as hereinafter provided) issue,
whether in connection with the merger of a corporation into the Corporation or
otherwise,  any Additional Shares of Other Stock for a consideration per share
less  than  the Warrant Price then in effect (as so adjusted from time to time
for  additional  issuances,  reductions and other adjustments to the number of
shares of Common Stock outstanding, including without limitation stock splits,
stock  dividends,  reverse  stock  splits, pro rata repurchases, and any other
good  faith  transfer  of  securities or other transaction which results in an
increase  or  decrease  in  the  number of shares of Common Stock outstanding,
(such  amount  per  share,  the "Minimum Issue Price") on the Computation Date
(determined  as  set forth below), then the Warrant Price shall be adjusted to
be  that  number  determined  by  multiplying  the  Warrant  Price  in  effect
immediately  prior to such adjustment by a fraction (x) the numerator of which
shall be the number of shares of Other Stock outstanding prior to the issuance
of  the  Additional  Shares of Other Stock, plus the number of shares of Other
Stock  which  the  aggregate  consideration  for  the  total  number  of  such
Additional Shares of Other Stock so issued would purchase at the Minimum Issue
Price  per share of Common Stock and (y) the denominator of which shall be the
number  of  shares  of  Other  Stock  outstanding  after  giving effect to the
issuance  of  such Additional Shares of Other Stock so issued.  The provisions
of  this  Subsection  shall  not apply to any issuance of Additional Shares of
Other  Stock for which an adjustment is provided under Subsection 4(a)(i).  No
adjustment  of  the Warrant Price shall be made under this Subsection upon the
issuance  of any Additional Shares of Other Stock which are issued pursuant to
the exercise of any warrants, options or other subscription or purchase rights
or  pursuant  to  the  exercise  of  any  conversion or exchange rights in any
Convertible Securities, if any such adjustment shall previously have been made
upon  the  issuance  of  such  warrants,  options  or other rights or upon the
issuance  of  such Convertible Securities (or upon the issuance of any warrant
or  other  rights  therefor)  pursuant to Subsection (iv) or (v) of Subsection
4(a).    "Convertible Securities" shall mean evidences of indebtedness, shares
of  stock  or other securities, which are convertible into or exchangeable for
Additional  Shares of Other Stock, either immediately or upon the arrival of a
specified  date  or  the happening of a specified event.  For purposes of this
Subsection,  the  "Computation  Date"  shall be the earlier of (x) the date on
which  the  Corporation  shall  enter into a firm contract for the issuance of
such  Additional  Shares of Other Stock, or (y) the date of actual issuance of
such  Additional  Shares  of  Other  Stock.

     (iv)       Issuance of Warrants, Options or Other Rights.  In case at any
                ---------------------------------------------
time  or from time to time, the Corporation shall take a record of the holders
of its Other Stock for the purpose of entitling them to receive a distribution
of,  or  shall  otherwise  issue,  any  warrants,  options  or other rights to
subscribe  for  or  purchase  any  Additional  Shares  of  Other  Stock or any
Convertible Securities (other than Permitted Common Stock Issuances and Common
Stock  issuable  upon  conversion of Convertible Stock), and the consideration
per  share  for  which  Additional  Shares  of  Other  Stock  may  at any time
thereafter  be  issuable pursuant to such warrants, options or other rights or
pursuant  to  the  terms of such Convertible Securities shall be less than the
Minimum  Issue  Price  then  in  effect on the Computation Date (as determined
below),  then  the  Warrant  Price shall be adjusted as provided in the second
sentence  of Subsection 4(a)(iii).  Such adjustment shall be made on the basis
that (i) the consideration per share for which such Additional Shares of Other
Stock  may  be  issued  equals a fraction, (x) the denominator of which is the
maximum  number  of  Additional Shares of Other Stock issuable pursuant to all
such  warrants,  options or other rights or necessary to effect the conversion
or exchange of all such Convertible Securities, and (y) the numerator of which
is  the  minimum  consideration received and receivable by the Corporation for
such  Additional  Shares  of Other Stock pursuant to such warrants, options or
other rights or pursuant to the terms of such Convertible Securities, (ii) the
maximum  number  of  Additional Shares of Other Stock issuable pursuant to all
such  warrants,  options or other rights or necessary to effect the conversion
or  exchange  of  all such Convertible Securities shall be deemed to have been
issued  as  of  the  Computation  Date  (determined  as  set forth in the last
sentence  of  this Subsection), and (iii) the aggregate consideration for such
maximum  number  of Additional Shares of Other Stock shall be deemed to be the
minimum  consideration  received  and  receivable  by  the Corporation for the
issuance  of  such Additional Shares of Other Stock pursuant to such warrants,
options  or  other  rights  or  pursuant  to  the  terms  of  such Convertible
Securities.

     For  purposes  of  this  Subsection,  the "Computation Date" shall be the
earliest  of  (a) the date on which the Corporation shall take a record of the
holders  of  its  Other Stock for the purpose of entitling them to receive any
such  warrants, options or other rights, (b) the date on which the Corporation
shall enter into a firm contract for the issuance of such warrants, options or
other rights, and (c) the date of actual issuance of such warrants, options or
other  rights.

     (v)      Issuance of Convertible Securities.  In case at any time or from
              ----------------------------------
time  to  time,  the  Corporation  shall take a record of holders of the Other
Stock for the purpose of entitling them to receive a distribution of, or shall
otherwise issue, any Convertible Securities (other than Permitted Common Stock
Issuances,  and  Convertible  Stock) and the consideration per share for which
additional  shares  of  other  stock  may  at  any time thereafter be issuable
pursuant  to  the  terms of such Convertible Securities shall be less than the
Minimum  Issue  Price  then  in  effect on the Computation Date (as determined
below),  then  the  Warrant  Price shall be adjusted as provided in the second
sentence  of Subsection 4(a)(iii).  Such adjustment shall be made on the basis
that  (i)  the  amount  of  consideration  per share for which such Additional
Shares  of  Other Stock may be issued equals a fraction (x) the denominator of
which  is  the maximum number of Additional Shares of Other Stock necessary to
effect  the conversion or exchange of all such Convertible Securities, and (y)
the  numerator  of  which  shall  be  the  minimum  consideration received and
receivable  by  the  Corporation for the issuance of such Additional Shares of
Other  Stock  pursuant  to  the terms of such Convertible Securities, (ii) the
maximum  number  of  Additional  Shares of Other Stock necessary to effect the
conversion  or  exchange of all such Convertible Securities shall be deemed to
have  been  issued  as of the Computation Date (determined as set forth in the
penultimate  sentence  of  this  Subsection),  and  (iii)  the  aggregate
consideration  for  such  maximum  number  of Additional Shares of Other Stock
shall be deemed to be the minimum consideration received and receivable by the
Corporation  for issuance of such Additional Shares of Other Stock pursuant to
the  terms  of  such  Convertible  Securities.

     For  purposes  of  this  Subsection,  the "Computation Date" shall be the
earliest  of  (a) the date on which the Corporation shall take a record of the
holders  of  its  Other Stock for the purpose of entitling them to receive any
such Convertible Securities, (b) the date on which the Corporation shall enter
into  a firm contract for the issuance of such Convertible Securities, and (c)
the  date of actual issuance of such Convertible Securities.  No adjustment of
the Warrant Price shall be made under this Subsection upon the issuance of any
Convertible  Securities  which  are  issued  pursuant  to  the exercise of any
warrants,  options  or  other subscription or purchase rights therefor, if any
such  adjustment  shall  previously  have  been made upon the issuance of such
warrants,  options  or  other  rights  pursuant  to  Subsection  4(a)(iv).

     (vi)       Superseding Adjustment of Warrant Price.  If at any time after
                ---------------------------------------
any  adjustment  of  the  Warrant  Price  shall have been made pursuant to the
foregoing  Subsections  4(a)(iv)  or  4(a)(v)  on the basis of the issuance of
warrants,  options  or  other  rights  or  the  issuance  of other Convertible
Securities  or  after  any new adjustment of the Warrant Price shall have been
made  pursuant  to  this  Subsection  4(a)(vi),


     (A)     such warrants, options or other rights or the right of conversion
or  exchange  in such other Convertible Securities shall expire, and a portion
of such warrants, options or rights, or the right of conversion or exchange in
respect of a portion of such other Convertible Securities, as the case may be,
shall  not  have  been  exercised,  or

     (B)      the consideration per share for which Additional Shares of Other
Stock  are issuable pursuant to such warrants, options, or rights or the terms
of  such  other Convertible Securities, shall be increased solely by virtue of
provisions  therein  contained for an automatic increase in such consideration
per share upon the arrival of a specified date or the happening of a specified
event,

such  previous  adjustment  shall be rescinded and annulled and the Additional
Shares  of  Other Stock which were deemed to have been issued by virtue of the
computation  made  in connection with the adjustment so rescinded and annulled
shall  no  longer be deemed to have been issued by virtue of such computation.
Thereupon,  a  recomputation  shall  be  made  of the effect of such warrants,
options  or  other  rights,  or  other Convertible Securities on the basis of:

     (1)      treating the number of Additional Shares of Other Stock, if any,
theretofore  actually  issued or issuable pursuant to the previous exercise of
such  warrants,  options  or  other  rights  or  such  right  of conversion or
exchange,  as  having  been  issued  on  the date or dates of such issuance as
determined  for purposes of such previous adjustment and for the consideration
actually  received  therefor,  and

     (2)       treating any such warrants, options or other rights or any such
other  Convertible  Securities  which  then  remain outstanding as having been
granted  or  issued  immediately  after  the  time  of  such  increase  of the
consideration  per  share  for  such Additional Shares of Other Stock issuable
under  such warrants, options or other rights or other Convertible Securities,

and,  if  and  to  the  extent  called for by the foregoing provisions of this
Subsection  4(a) on the basis aforesaid, a new adjustment of the Warrant Price
shall be made, and such new adjustment shall supersede the previous adjustment
so  rescinded and annulled.  If any such superseding adjustment of the Warrant
Price  is  made  after the exercise of this Warrant by a former Holder of this
Warrant  in lieu of such adjustment, if, and only if, such former Holder  owns
shares  of  Common  Stock  of  the  Corporation obtained upon exercise of this
Warrant,  the  Corporation  shall  have  the  option to purchase the number of
shares of Common Stock from such former Holder equal to the difference between
(x)  the  number  of  shares of Common Stock which such former Holder received
upon  exercise prior to the adjustment, and (y) the number of shares of Common
Stock  which  such  former  Holder  would  have  received on exercise had such
adjustment  been made prior to exercise.  The purchase price per share of such
stock  shall  be  $0.01  per  share.

     (vii)      Other Provisions Applicable to Adjustments Under this Section.
                -------------------------------------------------------------
The  following  provisions shall be applicable to the making of adjustments of
the  Warrant  Price  hereinbefore  provided  for  in  this  Subsection  4(a):

     (A)          Treasury Stock.  The sale or other disposition of any issued
                  --------------
shares  of  Other Stock owned or held by or for the account of the Corporation
shall  be  deemed  an  issuance  thereof for purposes of this Subsection 4(a).

     (B)      Computation of Consideration.  To the extent that any Additional
              ----------------------------
Shares  of  Other Stock or any Convertible Securities or any warrants, options
or  other  rights  to subscribe for or purchase any Additional Shares of Other
Stock  or  any  Convertible  Securities  shall  be  issued  solely  for  cash
consideration, the consideration received by the Corporation therefor shall be
deemed  to  be the amount of cash received by the Corporation therefor, or, if
such Additional Shares of Other Stock or Convertible Securities are offered by
the  Corporation  for  subscription,  the  subscription  price,  or,  if  such
Additional  Shares  of  Other  Stock  or  Convertible  Securities  are sold to
underwriters  or  dealers for public offering without a subscription offering,
the initial public offering price, in any such case excluding any amounts paid
or  receivable for accrued interest or accrued dividends, and after deductions
for  any  compensation,  underwriting  discounts, placement fees or funding or
financing  commitment  fees (but before deduction for any other expenses) paid
or incurred by the Corporation for and in the underwriting of, or otherwise in
connection with, the issue thereof.  To the extent that such issuance shall be
for  a  consideration  other  than  solely  for  cash,  then, except as herein
otherwise expressly provided, the amount of such consideration shall be deemed
to  be  the  fair  value of such consideration at the time of such issuance as
determined  in  good  faith  by  the  Corporation's  Board  of Directors.  The
consideration  for  any  Additional Shares of Other Stock issuable pursuant to
any  warrants,  options  or other rights to subscribe for or purchase the same
shall  be  the  consideration  received  or  receivable by the Corporation for
issuing  such  warrant,  options  or  other  rights,  plus  the  additional
consideration  payable  to the Corporation upon the exercise of such warrants,
options or other rights.  The consideration for any Additional Shares of Other
Stock  issuable  pursuant  to the terms of any Convertible Securities shall be
the  consideration  received  or receivable by the Corporation for issuing any
warrants,  options  or  other  rights  to  subscribe  for  or  purchase  such
Convertible  Securities,  plus  the  consideration  paid  or  payable  to  the
Corporation in respect of the subscription for or purchase of such Convertible
Securities,  plus  the  additional  consideration,  if  any,  payable  to  the
Corporation  upon  the exercise of the right of conversion or exchange in such
Convertible  Securities.

     (C)         When Adjustments to be Made.  The adjustments required by the
                 ---------------------------
preceding  Subsections  of  this Subsection 4(a) shall be made whenever and as
often  as any specified event requiring an adjustment shall occur, except that
no  adjustment  of the Warrant Price that would otherwise be required shall be
made  (except  in  the  case  of a subdivision or combination of shares of the
Other  Stock,  as  provided  for  in Subsection 4(a)(i)) unless and until such
adjustment,  either  by  itself or with other adjustments not previously made,
adds  or  subtracts  at  least  1% to the Warrant Price, as determined in good
faith  by  the  Board  of  Directors  of  the  Corporation.    Any  adjustment
representing  a  change  of  less  than  such  minimum amount shall be carried
forward  and  made as soon as such adjustment, together with other adjustments
required  by  this  Subsection 4(a) and not previously made, would result in a
minimum  adjustment.    For the purpose of any adjustment, any specified event
shall  be  deemed to have occurred at the close of business on the date of its
occurrence,  All  calculations made under this Subsection shall be made to the
nearest cent.  Notwithstanding any other provision of this Warrant, and except
for  a  combination of shares or other adjustment pursuant to Section 4(c)(i),
no  adjustment  to  the  Warrant  Price shall be made which causes the Warrant
Price  to  be  increased;  and once the Warrant Price is adjusted downward, it
shall  not  be  readjusted  upward  except  as  provided  in Section 4(a)(vi).

     (D)          Fractional  Interests.   In computing adjustments under this
                  ---------------------
Subsection  4(a),  fractional  interests  in  Other  Stock shall be taken into
account  to  the  nearest  one-thousandth  of  a  share.

     (E)        When Adjustment not Required.  If the Corporation shall take a
                ----------------------------
record  of the Holders of its Other Stock for the purpose of entitling them to
receive  a  dividend  or  distribution  or subscription or purchase rights and
shall, thereafter and before the distribution thereof to shareholders, legally
abandon  its  plan to pay or deliver such dividend, distribution, subscription
or  purchase  rights,  then  (i) thereafter no adjustment shall be required by
reason of the taking of such record and any such adjustment previously made in
respect thereof shall be rescinded and annulled, or (ii) in the event that any
such  adjustment previously made in respect of such taking of record cannot be
rescinded  or annulled as a result of the conversion of this Warrant after the
taking  of  such  record  occurs, in lieu of such recision or annulment of the
adjustment,  if  the  Warrant was exercised by such former Holder, and if such
former  Holder  owns  shares  of Common Stock of the Corporation obtained upon
exercise  of  this  Warrant, the Corporation shall have the option to purchase
the  number  of  shares  of  Common Stock from such former Holder equal to the
difference  between (x) the number of shares of Common Stock which such former
Holder had received upon conversion after such record date, and (y) the number
of  shares  of  Common  Stock  which such former Holder would have received on
conversion had such adjustment been annulled or rescinded prior to conversion.
The  purchase  price  per  share of such Common Stock shall be $.01 per share.

     (viii)       Merger, Consolidation or Disposition of Assets.  In case the
                  ----------------------------------------------
Corporation  shall  merge  or  consolidate  into another corporation, and such
transaction  does  not constitute an Event of Default (or the Payee waives its
right  to  accelerated  payment under the Investment Agreement) or shall sell,
transfer  or  otherwise  dispose  of all or substantially all of its property,
assets  or  business  to another corporation and pursuant to the terms of such
merger,  consolidation or disposition, shares of common stock of the successor
or  acquiring  corporation  (or  any  parent thereof) are to be received by or
distributed  to the holders of Other Stock of the Corporation, then the Holder
of this Warrant shall have the right thereafter to receive, upon conversion of
this  Warrant,  shares of common stock equal to the number of shares of common
stock of the successor or acquiring corporation receivable upon or as a result
of  such merger, consolidation or disposition of assets had the Holder of this
Warrant converted it into Common Stock of the Corporation immediately prior to
such  event.    If,  pursuant  to  the  terms of such merger, consolidation or
disposition  of  assets,  any  cash,  shares  of  stock or other securities or
property  of  any  nature  whatsoever  (including  warrants,  options or other
subscription  or  purchase rights) are to be received by or distributed to the
holders of Other Stock of the Corporation (whether in addition to common stock
of  the  successor  or  acquiring  corporation,  or  any  parent  thereof,  or
otherwise)  the  Warrant  Price  in  effect  shall  be adjusted to that number
determined  by  multiplying the Warrant Price then in effect by a fraction (x)
the  numerator  of which shall be the Current Market Price per share of Common
Stock  immediately  prior  to  the  closing  of  such merger, consolidation or
disposition  minus  the portion applicable to one share of Common Stock of any
such  cash  so distributable and of the fair value of any such shares of stock
or  other  securities  or  property  so  received  or distributed, and (y) the
denominator  of  which  shall  be the Current Market Price per share of Common
Stock  immediately  prior  to  the  closing  of  such merger, consolidation or
disposition.    The fair value of any such shares of stock or other securities
or  property shall be determined pursuant to the Valuation Procedure.  In case
of  any  such merger, consolidation or disposition of assets, the successor or
acquiring  corporation  shall expressly assume the due and punctual observance
and  performance  of  each  and  every  covenant  and  condition  hereof to be
performed  and  observed  by  the  Corporation  and all of the obligations and
liabilities  hereunder,  subject to such modification as shall be necessary to
provide  for  adjustments  to  the  Warrant  Price  which  shall  be as nearly
equivalent  as  practicable to the adjustments provided for in this Subsection
4(a).    For  the purposes of this Subsection 4(a)(viii), "common stock of the
successor or acquiring corporation" shall include stock of such corporation of
any  class,  which  is  not preferred as to dividends or assets over any other
class of stock of such corporation and which is not subject to redemption, and
shall  also  include  any  evidences of indebtedness, shares of stock or other
securities  which  are  convertible  into  or exchangeable for any such stock,
either immediately or upon the arrival of a specified date or the happening of
a  specified event, and any warrants, options or other rights to subscribe for
or purchase any such stock.  The foregoing provisions of this Subsection shall
similarly  apply  to the successive mergers, consolidations or dispositions of
assets.

     (b)     Adjustment to Number.  At the time the Warrant Price is adjusted,
             --------------------
the  Number shall also be adjusted by multiplying the Number immediately prior
to  the  adjustment  by a fraction the numerator of which is the Warrant Price
immediately  prior  to  the  adjustment  and  the  denominator of which is the
adjusted  Warrant  Price.

     (c)          No  Impairment.    The  Corporation  will  not  through  any
                  --------------
reorganization,  transfer of assets, consolidation, merger, dissolution, issue
or  sale  of securities or any other voluntary action, avoid the observance or
performance  of  any of the terms to be observed or performed hereunder by the
Corporation  but will at all times in good faith assist in the carrying out of
all  the  provisions of this Section 4 and in the taking of all such action as
may  be  necessary or appropriate in order to protect the conversion rights of
the  Holder  of  this  Warrant  against  impairment.    Without  limiting  the
generality of the foregoing, the Corporation (i) will not permit the par value
of  any  shares  of  stock  at  the  time receivable upon the exercise of this
Warrant  to  exceed  the Warrant Price then in effect, (ii) will take all such
action  as  may  be necessary or appropriate in order that the Corporation may
validly  and  legally  issue  fully  paid nonassessable shares of stock on the
exercise  of this Warrant, and (iii) will not take any action which results in
any  adjustment  of  the Warrant Price if the total number of shares of Common
Stock  issuable  after  the  action  upon the exercise of this Warrant and all
other  warrants,  options  and other right to acquire Common Stock will exceed
the  total number of shares of Common Stock then authorized by the Charter and
available  for  the  purpose  of  issue  upon  such  exercise.

     (d)          Certificate  as to Adjustments.  Upon the occurrence of each
                  ------------------------------
adjustment  or  readjustment  of  the Warrant Price and the Number pursuant to
this  Section  4,  the  Corporation at its expense shall promptly compute such
adjustment  or readjustment in accordance with the terms hereof and furnish to
the  Holder  a  certificate  setting forth such adjustment or readjustment and
showing  in  detail  the  facts  upon which such adjustment or readjustment is
based,  including  a  statement  of  (i)  the  consideration received or to be
received by the Corporation for any Additional Shares of Other Stock issued or
sold  or  deemed to have been issued, (ii) the number of shares of Other Stock
then  outstanding or deemed to be outstanding, and (iii) the Warrant Price and
the  Number  in effect immediately prior to such issue or sale and as adjusted
and  readjusted  on  account  thereof,  showing  how each was calculated.  The
Corporation  shall,  as  promptly  as practicable following its receipt of the
written  request,  but in any event within five Business Days after receipt of
such  written  request,  of the Holder furnish or cause to be furnished to the
Holder  a  like  certificate setting forth (i) the Warrant Price and Number at
the  time  in  effect, showing how each was calculated, and (ii) the number of
shares  of Common Stock and the amount, if any, of other property which at the
time  would  be  received  upon  the  conversion  of  this  Warrant.

     (e)          Notices  of  Record Date.  In the event of any taking by the
                  ------------------------
Corporation  of  a  record  of  the holders of any class of securities for the
purpose  of  determining  the  holders thereof who are entitled to receive any
dividend  (other than a cash dividend which is the same as cash dividends paid
in  previous  quarters)  or other distribution, or any right to subscribe for,
purchase  or  otherwise  acquire any shares of stock of any class or any other
securities  or  property, or to receive any other right, the Corporation shall
mail to the Holder at least thirty days prior to the date specified therein, a
notice  specifying  the  date  on which any such record is to be taken for the
purpose  of  such  dividend  or  distribution.

     (f)          Common  Stock  Reserved.  The Corporation shall at all times
                  -----------------------
reserve  and  keep  available  out of its authorized but unissued Common Stock
such number of shares of Common Stock as shall from time to time be sufficient
to  effect  conversion  of  this  Warrant.

     (g)          Closing  of Books.  The Corporation will not close its books
                  -----------------
against  the  permitted  transfer  of  this  Warrant  or  its  exercise.

     (h)      Registration; Transfer Taxes.  The Corporation shall keep at its
              ----------------------------
principal  office  (or  such  other  place  as  the  Corporation  reasonably
designates)  a  register  for  the  registration  of  this  Warrant.  Upon the
surrender of this Warrant at such place, the Corporation shall, at the request
of  the  Holder  execute  and  deliver  a  new  certificate or certificates in
exchange  therefor  representing  in  the aggregate the amount of this Warrant
represented  by  the  surrendered Warrant (and the Corporation forthwith shall
cancel  such  surrendered  Warrant), subject to the requirements of applicable
securities  laws.   Each such new Warrant shall be registered in such name and
shall  represent  such amount as shall be requested by the Holder and shall be
substantially identical in form to this Warrant.  The issuance of new Warrants
shall  be made without charge to the Holder for any issuance tax in respect of
any transfer involved in the issuance and delivery of any Warrant in a name of
(i)  the  Holder,  or  (ii)  any  affiliate  of  the  Holder.

     (i)          Definitions.    The following terms shall have the following
                  -----------
meanings,  which  meanings  shall  be  equally  applicable to the singular and
plural  forms  of  such  terms:

     "Business  Day"  means  any  day which is not a Saturday or a Sunday or a
public  holiday  or  a  day  on which banks are required or permitted to close
under  the  laws  of  the  State  of  California.

     "Common  Stock"  means  the  Common  Stock  of the Corporation, par value
$0.001.

     "Convertible Securities" shall have the meaning assigned to it in Section
4(a)(iii).

     "Convertible  Stock"  means  the  Corporation's  Class  A  Cumulative
Convertible  Preferred  Stock,  par  value  $0.001  per  share, outstanding on
October  31,  1997,  the  Corporations Class B Cumulative Preferred Stock, par
value  $0.001  per share outstanding on October 31, 1997 and the Corporation's
Class  C  Cumulative  Convertible Preferred Stock, par value $0.001 per share,
outstanding  on  October  31,  1997.

     "Current  Market  Price"  per  share  of  Common Stock at the date herein
specified,  shall  be  deemed  to be the average of the Closing Prices for ten
consecutive  Business  Days immediately prior to the day in question or, if no
Closing  Price  is  reported, the average of the closing bid and asked prices.
"Closing  Prices"  for  each  such  Business  Day shall be the last sale price
reported  on  the  National  Association  of  Securities  Dealers  Automated
Quotations  System  ("NASDAQ") on the preceding Business Day or, if the Common
Stock  is  an issue for which last sale prices are not reported on NASDAQ, the
closing  bid  quotation on such day (the closing bid quotation for a given day
shall  be  the  highest  bid  quotation  as  quoted  in any of The Wall Street
Journal,  the  national  Quotation  Bureau  pink  sheets,  quotation sheets of
registered  market  makers  and, if necessary, dealer's telephone quotations),
but,  in  each  of  the  preceding  two cases, if the relevant NASDAQ price or
quotation  did  not exist on such day, then the price or quotation on the next
preceding  Business  Day  in  which  there  was  such  a  price  or quotation.

     "Other  Stock"  shall have the meaning assigned to it in Section 4(a)(i).

     "Permitted  Common  Stock  Issuances" means (i) shares of Common Stock or
options  issuable  under  the  Corporation's  existing  stock option plans and
401(k)  plans, so long as such shares issued and outstanding under these plans
do  not  exceed  fifteen  percent  (15%) issued and outstanding of the capital
stock of the Corporation on a fully diluted basis; (ii) shares of Common Stock
issuable  upon conversion of the Note, (iii) warrants issuable upon prepayment
of  the  Note  and Common Stock issuable upon exercise thereof; (iv) shares of
Common Stock issuable upon conversion of the Convertible Stock, and (v) shares
of  Common  Stock  issuable  upon  exercise  of  warrants  of  the Corporation
outstanding  on  the  date  hereof.

     "Principal  Stockholders"  shall  mean  each  of  the  Corporation's
Stockholders  owning five percent (5%) or more of the Corporation's issued and
outstanding  capital  stock  on  a  fully  diluted  basis.

     "Qualified  Public  Offering"  means  a  secondary public offering of the
Corporation's  stock  which  results  in net proceeds to the Corporation of at
least  $15,000,000.

     "Warrants"  means  the  warrants  issued  upon  payment  of  the  Note.

     5.          Fractional  Shares.    No fractional Shares will be issued in
                 ------------------
connection  with any exercise hereunder, but in lieu of such fractional shares
the  Company  shall make a cash payment therefor upon the basis of the Warrant
Price  then  in  effect.

          6.      Other Agreements.  This Warrant and the Shares, when issued,
                  ----------------
are subject to the terms and conditions of an Investment Agreement, as amended
and  a  Stockholders  Agreement, each dated as of December 31, 1996, among the
Company  and  the "Holders" identified therein, and the holder of this Warrant
and the Shares into which it is exercisable is entitled to the benefits and is
subject  to the obligations set forth therein which may limit the right of the
holder to transfer this Warrant and such Shares, entitle the holder to receive
certain  information  from  the  Company,  entitle  the  holder  to  certain
registration  rights  and  other  rights concerning the sale of the Warrant or
Shares  in  certain  transactions  and  contain  certain  other  rights  and
restrictions.

     7.          Representations  and  Warranties.  This Warrant is issued and
                 --------------------------------
delivered  on the basis of the following representations and warranties of the
Company:

     7.1          Authorization  and  Delivery.    This  Warrant has been duly
                  ----------------------------
authorized  and  executed  by the Company and when delivered will be the valid
and  binding  obligation  of  the  Company  enforceable in accordance with its
terms;

     7.2     Warrant Shares.  The Warrant Shares have been duly authorized and
             --------------
reserved  for  issuance  by  the  Company  and,  when  issued  and paid for in
accordance  with  the  terms  hereof,  will  be validly issued, fully paid and
nonassessable;

     7.3       Rights and Privileges.  The rights, preferences, privileges and
               ---------------------
restrictions granted to or imposed upon the Shares and the holders thereof are
as  set forth herein and in the Company's Charter are true and complete copies
of  which  have  been  delivered  to  the  original  warrant  holder;  and

     7.4     No Inconsistency.  The execution and delivery of this Warrant are
             ----------------
not,  and  the  issuance  of  the  Warrant  upon  exercise  of this Warrant in
accordance  with the terms hereof will not be, inconsistent with the Company's
Charter  or by-laws, do not and will not contravene any law, governmental rule
or  regulation,  judgment  or  order applicable to the Company, and do not and
will  not  contravene  any  provision  of,  or constitute a default under, any
indenture,  mortgage,  contract  or other instrument of which the Company is a
party  or  by  which  it  is  bound or require the consent or approval of, the
giving  of  notice  to,  the  registration with or the taking of any action in
respect  of  or by, any Federal, state or local government authority or agency
or  other  person.

     8.        Modification and Waiver.  This Warrant and any provision hereof
               -----------------------
may  be  changed,  waived,  discharged  or terminated only by an instrument in
writing  signed  by the party against which enforcement of the same is sought.

     9.     Notice of Expiration.  The Company shall give notice of expiration
            --------------------
of  this  Warrant  to  Holder  sixty  (60)  days prior to the end of the term.

     10.       Notices.  Any notice which is required or permitted to be given
               -------
pursuant  hereto  shall  be  given  in  the  manner provided in the Investment
Agreement.

     11.     Binding Effect on Successors.  This Warrant shall be binding upon
             ----------------------------
any  corporation succeeding the Company by merger or consolidation, and all of
the  obligations  of  the  Company  relating  to  the Shares issuable upon the
exercise  of  this  Warrant shall be as set forth in the Company's Charter and
the  Company's  by-laws  (each as amended from time to time) and shall survive
the  exercise  and  termination  of  this Warrant and all of the covenants and
agreements  herein  and in such other documents and instruments of the Company
shall inure to the benefit of the successors and assigns of the holder hereof.
The  Company will, at the time of the exercise of this Warrant, in whole or in
part,  upon  request  of  the  holder  hereof  but  at  the Company's expense,
acknowledge  in  writing  its  continuing  obligation  to the holder hereof in
respect  of  any  rights  (including,  without  limitation,  any  right  to
registration  of  the  Shares issuable upon exercise of this Warrant) to which
the  holder  hereof  shall  continue  to  been  titled  after such exercise in
accordance  with this Warrant; provided, that the failure of the holder hereof
to  make  any  such  request shall not affect the continuing obligation of the
Company  to  the  holder  hereof  in  respect  of  such  rights.

     12.        Descriptive Headings.  The descriptive headings of the several
                --------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience only and do not
constitute  a  part  of  this  Warrant.

     13.       Governing Law.  This warrant shall be construed and enforced in
               -------------
accordance  with, and the rights of the parties shall be governed by, the laws
of  the  state  of  Texas

     IN  WITNESS WHEREOF, the undersigned, being duly authorized, has executed
and  delivered this Warrant as of this day and year set forth at the beginning
of  this  Warrant.

THE  QUIZNO'S  CORPORATION,  a  Colorado  corporation

     By:


     Its:  _________________________



<PAGE>


     EXHIBIT  A-1
     Notice  of  Exercise

To:  The  Quizno's  Corporation

     1.       The undersigned hereby elects to purchase       shares of Common
Stock  of  THE  QUIZNO'S  CORPORATION  pursuant  to  the terms of the attached
Warrant,  and tenders herewith payment of the purchase price of such shares in
full.

     2.          Please  issue a certificate or certificates representing said
shares  in  the  name  of  the  undersigned or, subject to compliance with the
restrictions  on transfer set forth in Section 7 of the Warrant, in such other
name  or  names  as  are  specified  below:


     (Name)


     (Address)

     3.          The  undersigned  represents  that the aforesaid shares being
acquired for the account of the undersigned for investment and not with a view
to,  or  for  resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.

     Signature


     (Name  of  Signatory)

     By:

     Its:

Date:

<PAGE>


     EXHIBIT  A-2
     Notice  of  Exercise


To:  The  Quizno's  Corporation

     1.         Contingent upon and effective immediately prior to the closing
(the  "Closing")  of  the  Company's  public  offering  contemplated  by  the
Registration  Statement  on  Form  S    , filed                   ,      , the
undersigned hereby elects to purchase            shares of Common Stock of the
Company  (or  such  lesser  number  of  shares as may be sold on behalf of the
undersigned  at  the  Closing)  pursuant to the terms of the attached Warrant.

     2.         Please deliver to the custodian for the selling shareholders a
stock  certificate  representing  such                  shares.

     3.          The  undersigned has instructed the custodian for the selling
shareholders  to  deliver  to the Company $               or, if less, the net
proceeds  due  the undersigned from the sale of shares in the aforesaid public
offering.    If  such  net  proceeds are less than the purchase price for such
shares,  the undersigned agrees to deliver the difference to the Company prior
to  the  Closing.

__________________________
Signature


Date: