Exhibit 10.28

                       ASSET PURCHASE AGREEMENT

                                BETWEEN

                   THE QUIZNO'S ACQUISITION COMPANY

                                  AND

                        BAIN'S DELI CORPORATION





                     Dated as of February 1, 1999


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                         TABLE OF CONTENTS
                                                              Page

1.    PURCHASE AND SALE OF ASSETS...............................1
      1.1  Conveyance of Assets.................................1

2.    CONSIDERATION FOR ASSETS..................................2
      2.1  Purchase Price and Payment...........................2
      2.2  Promissory Note Payment..............................3
      2.3  Security.............................................4

3.    ALLOCATION................................................4

4.    OTHER COVENANTS...........................................4
      4.1  Right of First Refusal...............................4
      4.2  License Agreement....................................5
      4.3  Financial and other Reports..........................5
      4.4  Audit Rights.........................................6

5.    CLOSING...................................................6

6.    CLOSING OBLIGATIONS.......................................6
      6.1  Seller's Obligations.................................6
      6.2  Buyer's Obligations..................................7

7.    EMPLOYEES AND EMPLOYMENT MATTERS..........................7
      7.1  No Obligations Assumed...............................7

8.    REPRESENTATIONS AND WARRANTIES OF SELLER..................7
      8.1  Organization, Good Standing, and Qualification.......7
      8.2  Authorization; Binding Obligation....................7
      8.3  Assets...............................................8
      8.4  No Violation.........................................8
      8.5  Government Consents..................................8
      8.6  No Brokers...........................................8
      8.7  Taxes................................................8
      8.8  Contracts and Other Agreements.......................9

9.    REPRESENTATIONS AND WARRANTIES OF BUYER...................9
      9.1  Familiarity and Assets...............................9
      9.2  Organization, Good Standing and Qualification........9
      9.3  Authorization; Binding Agreement.....................9
      9.4  No Violation........................................10
      9.5  Consents............................................10
      9.6  Brokers.............................................10
      9.7  Taxes...............................................10

10.   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS..............10
      10.1 Accuracy of Seller's Representations and Warranties.10
      10.2 Performance by Seller...............................10
      10.3 Delivery of Documents...............................11
      10.4 Governmental and Other Consents.....................11
      10.5 Closing Obligations.................................11

11.   CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.............11
      11.1 Accuracy of Buyer's Representations and Warranties..11
      11.2 Performance by Buyer................................11
      11.3 Delivery of Documents...............................11
      11.4 Closing Obligations.................................11

12.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES...............11

13.   INDEMNIFICATION..........................................12
      13.1 Indemnification by Seller...........................12
      13.2 Indemnification of Buyer............................12
      13.3 Other Indemnification Provisions....................12

14.   CONFIDENTIALITY..........................................12

15.   MICELLANEOUS.............................................13
      15.1 Expenses............................................13
      15.2 Entire Subject Matter; Amendment....................13
      15.3 Successors and Assigns..............................13
      15.4 Counterparts........................................13
      15.5 Notices.............................................13
      15.6 Headings............................................14
      15.7 Governing Law Jurisdiction..........................14
      15.8 Attorneys' Fees.....................................14
      15.9 Schedules and Exhibits..............................14
      15.10Further Assurances..................................15


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SCHEDULES

      1.2(a)         Excluded Franchise Agreements
      4              Allocation of Purchase Price


EXHIBITS

     Exhibit A Form of Promissory Note

     Exhibit B Form of Security Agreement

     Exhibit C Form of License Agreement from Seller to Buyer

     Exhibit D Form of License Agreement from Buyer to Seller

     Exhibit E Form of Letter from Seller to Franchisees Regarding Assignment


<PAGE>






                     ASSET PURCHASE AGREEMENT

      THIS AGREEMENT ("Agreement") is made and entered into as of the 1st day of
February,  1999,  in Denver,  Colorado by and between THE  QUIZNO'S  ACQUISITION
COMPANY,  a Colorado  corporation  ("Seller"),  and BAIN'S DELI  CORPORATION,  a
Pennsylvania corporation, and Jeffrey Jolles, an individual (collectively called
"Buyer").

      WHEREAS,  Seller  owns  certain  assets,  property  and  other  matter  as
described  in this  Agreement  ("Assets")  that it has the right  to,  and does,
operate,  utilize and possess on an ongoing  basis in  conducting  the franchise
system represented by the Franchise Agreements (as defined below) other than the
Excluded  Agreements  (as defined  below)  ("Franchise  System") and  restaurant
business known as "Bain's Deli"(collectively, the "Business"); and

      WHEREAS,  Seller is  willing  to grant  Buyer a right of first  refusal to
purchase such of the Excluded  Agreements as are sold or transferred to a person
or entity that is not owned or controlled  by, under control of, or under common
control with Seller ("Affiliate"); and

      WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer,  subject to the terms and  conditions  set forth in this Agreement and
for the  consideration  as  hereinafter  specified,  certain  but not all of the
Assets and Business of Seller as hereinafter set forth; and

      WHEREAS, the parties acknowledge the existence of liens against the Assets
("Existing  Liens"),  which  liens may  encumber  certain  of the  assets  being
transferred  hereunder,  and  shall  enter  into  an  indemnification  agreement
("Indemnification  Agreement")  in which Seller will agree to protect Buyer with
respect to such liens.

      NOW, THEREFORE, the parties agree as follows:
<PAGE>

1     PURCHASE AND SALE OF ASSETS

     1.1  Conveyance  of Assets.  At the "Closing"  (as defined  below),  Seller
          agrees to convey, transfer,  assign and sell to Buyer and Buyer agrees
          to  acquire,   accept,   and  purchase   from  Seller,   those  Assets
          specifically listed below (collectively  called the "Assets").  Seller
          will convey to Buyer at the Closing good and  marketable  title to all
          of the Assets,  free and clear of all liens  except as provided in the
          Indemnification Agreement. The Assets shall include:

          (a)  The rights of Seller  under any Bain's Deli  franchise or license
               agreement between Seller and any third-party, including rights to
               receive  royalty  payments,  commencing  as of  February  1, 1999
               ("Franchise  Agreements"),  other than the Excluded Agreements as
               defined Section 1.2.

          (b)  All of the Seller's claims and choses in action arising out of or
               in connection  with the  Franchise  System,  and all  warranties,
               rights,  and  claims of  Seller  under  all  existing  warranties
               relating to any and all of the Assets,  other than those  related
               to the Excluded Agreements.

          (c)  All of  Seller's  goodwill  relating to the  Business,  including
               goodwill relating to the Franchise System ("Goodwill") other than
               goodwill  associated  with the  Excluded  Agreements  or with the
               Marks (as defined in Section 4.2);

          (a)  All of Seller's accounts receivable ("Accounts Receivable") other
               than Accounts Receivable arising from the Excluded Agreements.

     1.2  Status of Assets/Excluded Assets. The Assets will be all of the assets
          used in or related to the ongoing business operations of the Franchise
          System, excluding however the following assets:

          (a)  Excluded Franchise  Agreements.  All Franchise Agreements for the
               Bain's  Deli  Restaurants  listed on Schedule  1.2(a)  ("Excluded
               Agreements").

          (b)  Miscellaneous.  Cash on hand,  Accounts  Receivable  arising from
               Excluded  Agreements,   office  furniture  or  computers,  office
               leases, and goodwill  associated with the Excluded  Agreements or
               the Marks.

          (c)  Pending Litigation.  Any claims, or amounts recovered  (including
               settlements or judgments) that arise from the pending  litigation
               known  as The  Quizno's  Corporation  v.  Bain's  Deli  Franchise
               Associates,  LP, No. 98CV009333  (Denver District Court, State of
               Colorado)  ("Pending  Litigation"),  except  to the  extent  such
               judgment  includes  the  removal  of  Liens  (as  defined  in the
               Indemnification Agreement).

                                     - 1 -

<PAGE>

2    CONSIDERATION FOR ASSETS

     As consideration for the sale,  assignment,  transfer and conveyance of the
     Assets, Buyer hereby agrees to the following:

     2.1  Purchase Price and Payment.

          (a)  Purchase  Price:  The  total  price to be paid by  Buyer  for the
               Assets is Eight  Hundred  Fifty  Thousand  Dollars  ($850,000.00)
               ("Purchase Price").

          (b)  Payment of Purchase  Price:  The  Purchase  Price will be paid as
               follows:

               (i)  Cancellation  of  Independent  Contractor  Agreement:  Fifty
                    Thousand Dollars ($50,000.00) paid at Closing in the form of
                    early  termination of the  Independent  Contractor  Services
                    Agreement  between  Seller and Jeffrey Jolles dated February
                    1,  1998,   and   cancellation   of   Seller's   obligations
                    thereunder; and

               (ii) Note.  A  promissory  note for the balance for the  Purchase
                    Price  in the  amount  of  Eight  Hundred  Thousand  Dollars
                    $800,000  ("Promissory  Note") in a form  substantially  the
                    same as Exhibit A.

                                     - 2 -
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     2.2  Promissory  Note  Payments.  The  Promissory  Note  shall  be  paid as
          follows:

          (a)  Royalties or other continuing fees, however  characterized,  paid
               to Buyer for use of the Marks,  commencing as of February 1, 1999
               (e.g.,  royalties paid pursuant to the Franchise Agreements other
               than the Excluded Agreements)  ("Proceeds")  excluding,  however,
               any  form  of  income  generated  by  any  and  all  Bain's  Deli
               restaurants  currently  wholly  owned by Buyer and existing as of
               the  date of this  Agreement,  will be paid to and  collected  by
               Buyer from  Bain's  franchisees  on a monthly  basis.  Upon their
               receipt,  Buyer will  deposit all such  Proceeds  into a separate
               account at an  institution  to be selected  by Buyer  (subject to
               Seller's prior written approval) and established by both parties,
               but controlled and under the signature  authority of Seller. Each
               month,  by the fifth day of such month,  Seller will pay to Buyer
               the first Three  Thousand  Three Hundred Thirty Three Dollars and
               34/100s ($3,333.34) of the prior month's collected  Proceeds.  If
               any Proceeds remain,  Seller will pay Fifty Percent (50%) of such
               remaining amount to Buyer in addition to, and at the same time as
               the  initial  payment  described  above.  Seller  will retain the
               remaining  portion  of  each  month's  Proceeds  as  payments  of
               principal  (and  interest if  applicable  pursuant to  subsection
               2.2(b)) due under the Promissory Note.

          (b)  If the principal balance of the Promissory Note is not reduced by
               at least Twenty Five  Thousand  Dollars  ($25,000.00)  in any one
               year,  interest  equal  to Six  Percent  (6%) of the  outstanding
               balance of the Promissory  Note on December 31 of such year shall
               be added to the principal balance of the Promissory Note.

          (c)  Other  than  Accounts   Receivable   arising  from  the  Excluded
               Agreements,  Accounts  Receivable prior to February 1, 1999, that
               are collected after such date will be paid Fifty Percent (50%) to
               Seller and Fifty Percent (50%) to Buyer upon collection; provided
               that  until  paid in full,  Buyer's  portion  will be  applied to
               reduce  the  principal  and  interest  (if any)  owed  under  the
               Promissory  Note.  Buyer will be  responsible  for all efforts of
               collection of the Accounts Receivable (other than efforts related
               to the Accounts  Receivable for Excluded  Agreements),  but shall
               not take any action with  respect to the  collection  of Accounts
               Receivable that is inconsistent  with Seller's  general policy of
               collection of accounts receivable,  and Buyer shall indemnify and
               hold Seller  harmless from any claim related to the collection of
               the Accounts  Receivable by Buyer,  its employees,  agents and/or
               representatives.

          (d)  All outstanding  principal and interest if any will be deemed due
               and  owing  on,  and  is to be  paid  in  full  by,  the  seventh
               anniversary of the Closing.

                                     - 3 -


     2.3  Security. The obligations of Buyer under this Agreement, the Note, and
          the  License  Agreement  shall be secured by an interest in the Assets
          under a security  agreement  substantially in the form attached hereto
          as Exhibit B ("Security Agreement").

3    ALLOCATION

     The parties agree that the Purchase  Price is properly  allocable and shall
     be allocated  among the Assets in  accordance  with Schedule 4. The parties
     agree to report this  transaction  for federal,  state and local income and
     other tax purposes in accordance with Schedule 4.

4    OTHER COVENANTS

     As additional  consideration  for the  transactions  set forth herein,  the
     parties agree to the following additional covenants:.

     4.1  Right of First Refusal.  So long as Buyer is not in default under this
          Agreement, the Note, the License Agreement, or the Security Agreement,
          Seller will grant to Buyer a right of first  refusal to  purchase,  on
          the same terms as Seller  would  sell to any other  third  party,  the
          rights  and/or  assets  under  any or all of the  Excluded  Agreements
          ("Right  of First  Refusal").  The  Right of  First  Refusal  shall be
          exercised  as follows:  In the event  Seller  determines,  in its sole
          discretion,  that it  intends  to sell  such  rights  or assets of the
          Excluded Agreements to a third party, Seller will notify Buyer of such
          intent by sending Buyer notice, which shall include the material terms
          (including  consideration)  of the proposed  sale. If Buyer chooses to
          exercise the Right of First Refusal,  Buyer must send notice to Seller
          of such  exercise  no later than Ten (10)  business  days after  Buyer
          receives  Seller's notice.  If Buyer chooses not to exercise the Right
          of First  Refusal,  Seller  shall be free to sell such  rights  and/or
          assets to any other  party.  If Buyer fails to respond to the Seller's
          notice  within Ten (10) business  days,  Buyer shall be deemed to have
          waived the Right of First  Refusal for the  proposed  transaction  set
          forth in  Seller's  notice.  In order to  exercise  the Right of First
          Refusal,  Buyer  must,  at the  time  of  such  exercise,  have  fully
          performed all of Buyer's  obligations under this Agreement,  the Note,
          the License Agreement,  and the Security Agreement. The Right of First
          Refusal shall not apply to transfers to Seller's Affiliates.

                                     - 4 -

     4.2  License  Agreement.  Seller will grant a royalty  free,  non-exclusive
          license to Buyer (in the form of the  License  Agreement  attached  as
          Exhibit  C)  ("License  Agreement")  for  the use of the  Bain's  Deli
          trademarks,   service  marks,  trade  dress,  and  other  intellectual
          property ("Marks") used in connection with the Franchise System.  Upon
          full  performance of Buyer's  obligations  under this  Agreement,  the
          Note, the License Agreement,  and the Security Agreement,  Seller will
          transfer  ownership  of the  Marks  to  Buyer.  Upon the  transfer  of
          ownership of the Marks and contemporaneous therewith, Buyer will grant
          a  royalty-free,  non-exclusive  license to Seller (in the form of the
          License  Agreement  attached  as  Exhibit  D) for use of the  Marks by
          Seller for any remaining Excluded  Agreements not transferred to Buyer
          or  previously  sold to a third  party.  So long as  Buyer  has  fully
          performed its obligations under this Agreement,  the Note, the License
          Agreement,  and the Security  Agreement,  the Buyer will have the sole
          right to sell additional  Bain's Deli  franchises  under the following
          conditions:

          (a)  That such sales comply in all respects with  applicable  statutes
               and regulations  governing the sale of franchises in the relevant
               jurisdiction,  and so long as Seller has  approved,  in  writing,
               Buyer's form of Uniform Franchise Offering Circular prior to such
               sale, which approval shall not be unreasonably withheld; and

          (b)  That no Bain's Deli restaurant may be located within one (1) mile
               of a Quizno's Classic Subs(R) restaurant.

     4.3  Financial and other Reports.  Buyer shall provide to Seller  financial
          and  accounting  reports in a manner and form as Seller may reasonably
          require,  including  monthly  summary  reports due on the Tenth (10th)
          business day of each month showing the following information:

          (a)  gross sales for the  previous  month of any  restaurant  or other
               operations  owned or controlled  by Buyer using the Marks,  other
               than under the Excluded Agreements ("Bain's Restaurant"); and

          (b)  royalties  or  other  continuing  fees,  however   characterized,
               received by Buyer from each Bain's  Restaurant in the prior month
               (including  any  amounts  that  were  Accounts  Receivable  as of
               February 1, 1999, but excluding Accounts Receivable from Excluded
               Agreements); and

          (c)  a list  of any  Bain's  Restaurants  opened,  closed,  terminated
               and/or  operating  without  authorization  and any new  Franchise
               Agreements sold in the prior month.

          (d)  Within Ninety (90) days after the end of Buyer's  fiscal year, an
               income  statement  and  balance  sheet of the  Business  for such
               fiscal  year  (reflecting  all  year-end   adjustments),   and  a
               statement  of changes in cash flow of the  Business,  prepared in
               accordance  with  generally   accepted   accounting   principles,
               consistently  applied.  Seller reserves the right to require that
               Buyer have  financial  statements  prepared  and  reviewed  by an
               independent certified public accountant on an annual basis.

                                     - 5 -

     4.4  Audit Rights.  Buyer shall permit Seller and/or its representatives to
          inspect  and  audit  the  books and  records  of the  Business  at any
          reasonable time, and with reasonable  notice, at Seller's expense.  If
          any audit discloses a deficiency in amounts owed to Seller,  then such
          amounts  shall  become  immediately  payable to Seller by Buyer,  with
          interest  from the date such  payments  were due at the  lesser of Two
          Percent  (2%)  per  month  or the  maximum  rate  allowed  by law.  In
          addition,  if such audit  discloses that the Gross Sales of the Bain's
          Restaurants  have been  understated by Two Percent (2%) or more during
          the audit period,  Buyer shall pay all  reasonable  costs and expenses
          Seller incurred in connection with such audit, and such understatement
          shall be considered a breach of this Agreement.


5    CLOSING

     The  closing of the sale and  purchase of the Assets  ("Closing")  shall be
     deemed to have taken  place at the  offices of  Seller,  1099 18th  Street,
     Suite 2850,  Denver,  Colorado  80202 at 9:00 a.m. local time, on March 11,
     1999 ("Closing  Date"),  or at such other location,  time or date as may be
     agreed to by Seller and Buyer.

6    CLOSING OBLIGATIONS

     The  following   obligations   will  be  satisfied  at  Closing   ("Closing
     Obligations"):

     6.1  Seller's  Obligations.  At  Closing,  Seller  shall  deliver to Buyer,
          properly executed and acknowledged:

          (a)  a Bill of Sale for all of the transferred Assets;

          (b)  resolutions  of Seller  approving the  transactions  contemplated
               under  this  Agreement,   duly  adopted  and  authorized  by  the
               directors thereof;

          (c)  assignments   of  the   Franchise   Agreements,   along   with  a
               corresponding  letter from Seller to each  franchisee  under each
               such  Franchise  Agreement  (in the form  attached  as Exhibit E)
               explaining  such  assignment  to Buyer,  and  directing  that all
               obligations  under  each  such  agreement  arising  on  or  after
               February  1,  1999,   shall  be  made   payable  to  Bain's  Deli
               Corporation,  and  delivered  to the  appropriate  address as set
               forth in Section 15.5;

          (d)  such  other  instruments  of  sale,  transfer,   conveyance,  and
               assignment as are necessary to vest title in the Assets purchased
               by Buyer; and

          (e)  Trademark License Agreement for the Marks.

                                     - 6 -

     6.2  Buyer's Obligations. At Closing, Buyer shall deliver to Seller:

          (a)  the Purchase Price as specified in Section 2.1; and

          (b)  such  other  instruments  of  sale,   transfer,   conveyance  and
               assignment as Seller may reasonably request.

          Satisfaction  with  each  Closing  Obligation  is a  condition  to the
          parties'  obligations  hereunder and under the other  related  closing
          documents.  In the event that any Closing  Obligation is not satisfied
          or waived by mutual  agreement of the parties,  this Agreement and the
          related closing documents shall terminate.

7    EMPLOYEES AND EMPLOYMENT MATTERS

     7.1  No Obligations Assumed. Buyer does not assume any liabilities, duties,
          or obligations of Seller with respect to any current or past employees
          of Seller,  any of Seller's employee benefits or benefit plans, or any
          other  employment-related  liability,  duty,  or  obligation of Seller
          whatsoever.

8    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Buyer that as of the Closing:

     8.1  Organization,  Good  Standing,  and  Qualification.   Seller  is  duly
          organized, validly existing and in good standing under the laws of the
          State of Colorado. Seller has all requisite power and authority to own
          and  operate  its  properties  and to  carry  on its  business  as now
          conducted,  to enter into this  Agreement and to carry out and perform
          its obligations under this Agreement.

     8.2  Authorization;  Binding  Obligation.  The  execution  and  delivery by
          Seller of this  Agreement  and all of the  documents  and  instruments
          required hereby and the consummation of the transactions  contemplated
          hereby and thereby have been duly  authorized by all requisite  action
          on the part of Seller.  This Agreement and each of the other documents
          and instruments required hereby have been fully executed and delivered
          by Seller and constitute the valid and binding  obligations of Seller,
          enforceable against Seller in accordance with their respective terms.

                                     - 7 -

     8.3  Assets. Other than the Marks and the Excluded  Agreements,  the Assets
          are all tangible and  intangible  personal  property  owned by, in the
          possession  of or used by Seller in  connection  with the Business and
          such  personal   property   constitutes  all  such  personal  property
          necessary for the conduct of the Business as now conducted. Seller has
          good  and  marketable  title  to each  and,  collectively,  all of the
          Assets,  free and clear of any and all liens  (other than as set forth
          in the Indemnification Agreement),  agreements,  restrictions, claims,
          security interest, pledges, charges, equities and other encumbrances.

     8.4  No  Violation.  The  execution,   delivery  and  compliance  with  and
          performance  by  Seller  of  this  Agreement  and  each  of the  other
          documents  and  instruments  required  hereby  do not and will not (i)
          violate the articles of  incorporation or bylaws of Seller or any law,
          statute, rule,  regulation,  order, judgment or decree to which Seller
          is subject,  (ii) conflict with or result in a breach of or constitute
          a default under any contract,  agreement or other  instrument to which
          Seller  is a party or by which  Seller  or any of  Seller's  assets or
          properties  are bound or to which Seller or any of Seller's  assets or
          properties   are   subject   (other   than   as   referenced   in  the
          Indemnification Agreement), (iii) result in or require the creation of
          any  lien  upon  Seller's  capital  stock  or  upon  any  of  Seller's
          properties  or assets,  (iv)  require  any  approval or consent of any
          person or entity under any contract,  agreement or other instrument to
          which Seller is a party or by which  Seller or any of Seller's  assets
          or properties  are bound or to which Seller or any of Seller's  assets
          or properties are subject,  other than the consents  specifically  set
          forth herein.

     8.5  Government  Consents.  The  execution,  delivery,  and  performance by
          Seller  of  this  Agreement  and  each  of  the  other  documents  and
          instruments  required hereby, and the consummation of the transactions
          contemplated  hereby  and  thereby,  do not and will not  require  any
          authorization,  consent,  approval,  permit, filing,  registration ,or
          exemption, or other action by or notice to any court or administrative
          or governmental body.

     8.6  No Brokers. Seller has not employed, either directly or indirectly, or
          incurred  any  liability  to,  any  broker,  finder or other  agent in
          connection  with  the  transactions  contemplated  by this  Agreement.
          Seller agrees to indemnify Buyer for any claims brought by any broker,
          finder or other  agent  claiming  to have acted on behalf of Seller in
          connection with this sale.

     8.7  Taxes. Seller has duly filed or will file when due all federal,  state
          and local tax  returns  and  reports,  and all  returns and reports of
          other  governmental  units having  jurisdiction  with respect to taxes
          imposed upon any of the Assets or taxes  imposed on Seller which might
          create a lien on any of the  Assets,  and  Seller has paid or will pay
          when due all such taxes, including without limitation ad valorem taxes
          and  employment  taxes,  for all years up to and including all periods
          through the date  immediately  preceding the Closing  Date,  which the
          failure to file or pay would result in a valid and subsisting  lien on
          the Assets  after  transfer  thereof to Buyer.  Seller will  indemnify
          Buyer against any claims  arising from failure to comply with any Bulk
          Sales Act requirement.

                                     - 8 -

     8.8  Contracts and Other. There are no contracts or other agreements (other
          than the Franchise Agreements and Excluded Agreements) to which Seller
          is a party or to which it or its  assets  or  properties  are bound or
          subject with respect to the  Business,  including  without  limitation
          licenses,  employment contracts,  personal or real property leases, or
          purchase contracts.

9    REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  hereby  represents,  warrants  and  covenants  to Seller  that as of
     Closing:

     9.1  Familiarity  with  Assets.  Buyer is an existing  owner of Bain's Deli
          restaurants  and a  former  owner  of  the  Franchise  System,  and is
          familiar  with  the  Franchise  System,   its  assets,   business  and
          operations.  Buyer  has had an  opportunity  to ask  questions  of and
          receive  satisfactory  answers from  Seller,  or any person or persons
          acting on its behalf,  concerning  the Assets,  and all such questions
          have  been  answered  to the full  satisfaction  of the  Buyer.  Buyer
          further  represents and acknowledges  that Buyer has not relied and is
          not relying on any representations and warranties of Seller other than
          the specific  representations  and  warranties set forth in Section 8.
          Buyer  acknowledges  that as of the date of this Agreement,  there are
          multiple Franchise  Agreements that are in default,  including without
          limitation,  for failure to pay  royalties,  and Buyer shall take such
          steps as  Buyer  deems  necessary  to  address  such  defaults.  Buyer
          releases  Seller  from any and all claims  that might  arise from such
          defaults,  and acknowledges  that Seller has made no representation or
          warranty whatsoever  concerning the condition (financial or otherwise)
          of the  Assets  as of  Closing  except  those  specifically  stated in
          Section 8.

     9.2  Organization, Good Standing and Qualification. Buyer is a Pennsylvania
          corporation  duly  organized,  validly  existing and in good standing.
          Buyer has all requisite power and authority to own and operate each of
          its properties and to carry on its business as now conducted, to enter
          into this Agreement and to carry out and perform its obligations under
          this Agreement.

     9.3  Authorization;  Binding Agreement. The execution and delivery by Buyer
          of this  Agreement and all of the documents and  instruments  required
          hereby and the  consummation of the transactions  contemplated  hereby
          and thereby have been duly  authorized by all requisite  action on the
          part of Buyer.  This  Agreement  and each of the other  documents  and
          instruments  required  hereby have been duly executed and delivered by
          Buyer  and  constitute  the valid and  binding  obligations  of Buyer,
          enforceable against Buyer in accordance with their respective terms.

                                     - 9 -

     9.4  No Violation. The execution, delivery, compliance with and performance
          by  Buyer  of this  Agreement  and  each of the  other  documents  and
          instruments  required  hereby  do not and  will  not (i)  violate  the
          articles  of  incorporation  or bylaws  of Buyer or any law,  statute,
          rule, regulation, order, judgment or decree to which Buyer is subject,
          or (ii) conflict with or result in a breach of or constitute a default
          under any contract,  agreement or other instrument to which Buyer is a
          party or by which Buyer or any of its assets or properties is bound or
          to which Buyer or any of its assets or properties is subject.

     9.5  Consents.  The  execution,  delivery and  performance by Buyer of this
          Agreement  and each of the other  documents and  instruments  required
          hereby and the  consummation of the transactions  contemplated  hereby
          and thereby do not and will not require  any  authorization,  consent,
          approval, permit, filing, registration or exemption or other action by
          or notice to any court or administrative or governmental body.

     9.6  Brokers.  Buyer has not employed,  either  directly or indirectly,  or
          incurred  any  liability  to,  any  broker,  finder or other  agent in
          connection with the transactions contemplated by this Agreement. Buyer
          agrees to  indemnify  Seller  for any claims  brought  by any  broker,
          finder or other  agent  claiming  to have  acted on behalf of Buyer in
          connection with this sale.

     9.7  Taxes.  Buyer  shall  file when due all  federal,  state and local tax
          returns and reports, and all returns and reports of other governmental
          units having  jurisdiction  with respect to taxes  imposed upon any of
          the Assets, or taxes imposed on Buyer which might create a lien on any
          of the Assets, and will pay when due all such taxes, including without
          limitation ad valorem and  employment  taxes,  which arise on or after
          the Closing Date.

10   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

     The   obligations  of  Buyer  under  this  Agreement  are  subject  to  the
     satisfaction,  at or prior to the Closing, of the following conditions, all
     or any of which may be waived in writing by Buyer:

     10.1 Accuracy   of   Seller's    Representations   and   Warranties.    All
          representations and warranties made by Seller in this Agreement and in
          any  written  statement  delivered  to  Buyer  by  Seller  under  this
          Agreement shall be true and correct as of the Closing.

     10.2 Performance  by Seller.  Seller shall have performed and complied with
          all  its  respective  obligations  required  by this  Agreement  to be
          performed or complied with by it at or prior to the Closing.

                                     - 10 -

     10.3 Delivery of  Documents.  All  documents  required to be  delivered  by
          Seller at or prior to the Closing shall have been properly executed by
          Seller  and  delivered  to  Buyer  in form  and  substance  reasonably
          satisfactory to Buyer.

     10.4 Governmental and Other Consents. All necessary approvals, consents and
          clearances from governmental authorities and others in connection with
          the  transactions  contemplated  by this  Agreement  shall  have  been
          obtained at or prior to the Closing.

     10.5 Closing Obligations. All Closing Obligations to be performed by Seller
          have been satisfied or waived in writing by Buyer.

11   CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

     The  obligations  of  Seller  under  this  Agreement  are  subject  to  the
     satisfaction,  at or prior to the Closing, of the following conditions, all
     or any of which may be waived in writing by Seller:

     11.1 Accuracy   of   Buyer's    Representations    and   Warranties.    All
          representations  and warranties made by Buyer in this Agreement and in
          any  written  statements  delivered  to  Seller  by Buyer  under  this
          Agreement shall be true and correct as of the Closing.

     11.2 Performance by Buyer. Buyer shall have performed and complied with all
          obligations  of Buyer  required by this  Agreement  to be performed or
          complied with by it at or prior to the Closing.

     11.3 Delivery of Documents. All documents required to be delivered by Buyer
          at or prior to the Closing shall have been properly  executed by Buyer
          and delivered to Seller in form and substance reasonably  satisfactory
          to Seller.

     11.4 Closing Obligations.  All Closing Obligations to be performed by Buyer
          have been satisfied or waived in writing by Seller.

12   SURVIVAL OF REPRESENTATIONS AND WARRANTIES20

     All covenants, agreements,  representations,  warranties, and conditions of
     the Closing  contained  in this  Agreement  that are intended to be made or
     performed at or prior to the Closing shall survive after the Closing.

                                     - 11 -

13   INDEMNIFICATION

     13.1 Indemnification  by  Seller.  Seller  agrees  to  indemnify  and  hold
          harmless Buyer and/or any of its affiliates,  officers,  shareholders,
          directors,  agents, and  representatives  from and against any and all
          loss,  claim,   liability,   obligation   and/or  expense   (including
          attorneys'  fees) that  arises from (a) the breach by Seller of any of
          its covenants, agreements, representations, or warranties as set forth
          in this Agreement, or (b) any liability,  obligation, or commitment of
          any  nature  relating  to the Assets or the  Business  based on events
          and/or obligations occurring prior to Closing; provided, however, that
          to  qualify  for such  defense  and  indemnification,  Buyer must give
          Seller prompt  written  notice of any such claim and allow Seller,  at
          its sole expense, to operate and control the defense of such claim and
          any related settlement negotiations.  Buyer shall reasonably cooperate
          with Seller in such defense.

     13.2 Indemnification  by Buyer. Buyer agrees to indemnify and hold harmless
          Seller and/or any of Seller's affiliates, officers, managers, members,
          agents, and representatives  from and against any and all loss, claim,
          liability,  obligation and/or expense (including attorneys' fees) that
          arises  from  (a)  the  breach  by  Buyer  of any  of  its  covenants,
          agreements,  representations,  or  warranties  as set  forth  in  this
          Agreement,  or (b) any  liability,  obligation,  or  commitment of any
          nature  relating to the Assets or the Business  based on events and/or
          obligations occurring on or after the Closing Date; provided, however,
          that,  to qualify for such  defense and  indemnification,  Seller must
          give Buyer prompt written notice of any such claim and allow Buyer, at
          its sole expense, to operate and control the defense of such claim and
          any related settlement negotiations. Seller shall reasonably cooperate
          with Buyer in such defense.

     13.3 Other  Indemnification   Provisions.   The  foregoing  indemnification
          provisions  are in  additional  to,  and  not in  derogation  of,  any
          statutory  or common  law  remedy  any  party  may have for  breach of
          representation, warranty, covenant, or contract.

14   CONFIDENTIALITY

     Except  as  specifically  provided  herein  and  to the  extent  reasonably
     necessary  to perform  its  obligations  or  exercise or enforce its rights
     hereunder,  no party shall  provide or disclose to any third party  (except
     affiliates),  or use,  unless  authorized  in writing to do so by the other
     party or  properly  directed or ordered to do so by public  authority,  any
     information or matter that constitutes or concerns the terms and conditions
     of this  Agreement or that regards any  dealings or  negotiations  with the
     other party related to this Agreement;  provided, however, that the parties
     may consult with their respective  counsel with respect to such information
     and  matter  provided  that  said  counsel  agree to abide by the terms and
     conditions of this Section.

                                     - 12 -

15   MISCELLANEOUS

     15.1 Expenses. Each of the parties hereto shall pay its own fees, costs and
          expenses  incurred in connection  with the  negotiation,  preparation,
          execution and delivery of this Agreement and the  consummation  of the
          transactions contemplated hereby.

     15.2 Entire  Subject  Matter;  Amendment.  This  Agreement  and  the  other
          documents  referred to herein contain the entire  understanding of the
          parties with respect to the subject  matter  hereof and  supersede all
          prior  agreements,  either oral or written.  This Agreement may not be
          amended,  or any term or condition waived,  except by a writing signed
          by each of the parties hereto.

     15.3 Successors and Assigns. Except as otherwise expressly provided herein,
          this  Agreement  shall be binding upon and inure to the benefit of the
          respective  successors and assigns of the parties  hereto,  whether so
          expressed  or not.  Seller may  assign  this  Agreement  and the other
          closing  documents  without consent and in its absolute  discretion so
          long as the assignee  assumes the  obligations  arising  hereunder and
          thereunder.  Buyer may not assign this  Agreement or any other closing
          document  without  Seller's  consent,   which  consent  shall  not  be
          unreasonably withheld.

     15.4 Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts and sent via facsimile, any one of which need not contain
          the  signatures  of all parties,  but all of which  counterparts  when
          taken together will constitute one and the same Agreement.

     15.5 Notices.  Any  notice  and  similar  communications   concerning  this
          Agreement  ("Notice")  shall be in  writing  and shall be  either  (a)
          delivered  in person  (including  by a nationally  recognized  courier
          service  such as Federal  Express);  or (b) sent to the other party by
          certified  mail  with  return  receipt  requested.  Notices  shall  be
          delivered  or sent as follows or to such other  address as a party may
          hereafter  establish by Notice given in the manner  prescribed in this
          Section.

                                     - 13 -

      If to Seller:

           The Quizno's Acquisition Company
           1099 18th Street
           Suite 2850
           Denver, Colorado 80202
           Fax: (303) 291-0909
           Attention:  Legal Department

      If to Buyer:

           Bain's Deli Corporation
           3002 Hopkinson House
           Philadelphia, Pennsylvania 19106
           Fax: (215) 829-1510
           Attention: Jeffrey Jolles, President

     15.6 Headings.  The titles and headings herein are for convenience only. In
          case of ambiguity or inconsistency, the text rather than the titles or
          headings shall control.

     15.7 Governing Law and  Jurisdiction.  This Agreement  shall be governed by
          and  interpreted in accordance with the laws of the State of Colorado.
          The parties  hereto  consent to venue and  jurisdiction  in, and agree
          that the sole venue shall be, the  District  Court in and for the City
          and County of Denver, Colorado, or in the United States District Court
          for the District of  Colorado,  for any action  commenced  relating to
          this Agreement or the transactions  contemplated  hereby.  The parties
          agree  that any action or  proceeding  arising  out of this  Agreement
          shall be heard by a court sitting without a jury and thus hereby waive
          all rights to a trial by jury.

     15.8 Attorneys' Fees. In the event of any dispute hereunder, or any default
          in the  performance  of any term or condition of this  Agreement,  the
          prevailing  party shall be entitled to recover all costs and  expenses
          associated therewith, including reasonable attorneys' fees.

     15.9 Schedules and Exhibits. The Schedules and Exhibits attached hereto are
          incorporated by reference into this Agreement.

                                     - 14 -

     15.10Further  Assurances.  Each of the parties  hereto shall,  from time to
          time after the  Closing,  upon the request of any other party  hereto,
          duly execute, acknowledge and deliver all such further instruments and
          documents  reasonably required to further effectuate the interests and
          purposes of this  Agreement.  IN WITNESS  WHEREOF,  the  parties  have
          executed   this   Agreement   themselves   or  by   their   authorized
          representatives.

                                     - 15 -

BUYER:                              SELLER:

BAIN'S DELI CORPORATION             THE QUIZNO'S ACQUISITION
COMPANY



By:                                 By:                          


Its:                                Its:                         


JEFFREY JOLLES