EXHIBIT 10.26

                    AMENDED AND RESTATED SECURITY AGREEMENT

     This  AMENDED  AND RESTATED SECURITY AGREEMENT is made as of December 31,
1996  by  and  between  The  Quizno's  Corporation  a  Colorado  corporation
("Quizno's")  and the Quizno's Operating Company ("QOC") (Quizno's and QOC are
referred to collectively, as the "Debtors"), each with an address at 1099 18th
Street,  Suite  2850,  Denver, Colorado  80202, and Retail & Restaurant Growth
Capital,  L.P.,  a  Delaware  limited  partnership with an address at 10000 N.
Central  Expressway,  Suite  1060, Dallas, Texas  75231 (the "Secured Party").


     RECITALS
     --------

     The  following  is  a  statement  of  facts  underlying  this  Agreement:

     A.          Quizno's  and  the Secured Party are parties to an Investment
Agreement  of  even date herewith ("Investment Agreement"), as amended whereby
Secured  Party  loaned  Quizno's  $1,500,000  (the  "Loan") as evidenced by an
Amended  and  Restated    Senior Subordinated Convertible Promissory Note (the
"Note").

     B.     QOC is a wholly owned subsidiary of Quizno's and will benefit from
the  proceeds  of  the  Loan.

     C.          As a condition to making the Loan Secured Party requires that
Debtors  grant  to  it  a security interest in the Collateral, as described in
Section 3 below, to secure payment of the Loan and the Note and performance of
the  other  obliga-tions  contained  in  this  Agreement.

     D.          This  Amended  and Restated Security Agreement supersedes and
replaces  the Security Agreement made as of December 31, 1996 between Quizno's
and Secured Party, as amended by a First Amendment to Security Agreement dated
as  of  November  11,  1997.

     AGREEMENT
     ---------

     NOW,  THEREFORE, in consideration of the Secured Party making the Loan to
Quizno's  and  their mutual promises set forth herein, Debtors and the Secured
Party  hereby  agree  as  follows:

     1.       Security Interest.  Each Debtor hereby creates and grants to the
              -----------------
Secured  Party  a  continuing security interest in the Collateral described in
Section  3  hereof,  to  secure  the  payment  of  the  Loan  and the Note and
performance  of  the other obligations of Debtors described in this Agreement.
Such  security  interest  shall  be  subordinate  to  certain  other liens and
security  interests  granted  by  Debtors  as  provided  in Section 6.2 of the
Investment  Agreement.



     -10-
     2.        Obligations Secured.  The security interest created and granted
               -------------------
hereby  secures  (a)  Quizno's  obligation  to pay, per-form and discharge all
debts,  liabilities  and  obligations of Quizno's to the Secured Party arising
under  or  by  virtue  of the Loan and the Note and any and all extensions and
increases  or decreases thereof; and (b) other indebtedness and obligations of
Quizno's  arising  pursuant  to  the  provisions  of  this  Security Agreement
(collectively,  the  "Obligations").    This  Agreement  will  automatically
terminate  upon  payment  in  full  of  the  Note.

     3.          Collateral.  The collateral (the "Collateral") shall mean and
                 ----------
include  all  right,  title,  estate  and  interest  of  Debtors in or to: all
tangible  and  intangible  personal  property  and  fixtures  of Debtors which
Debtors  now  or  at any time hereafter may acquire or in which Debtors now or
any  time hereafter have any rights, including but not limited to all accounts
receivable,  documents,  instruments,  chattel  paper,  general  intangibles,
inventory,  contract  rights,  choses in action, insurance policies, insurance
proceeds,  tax  refunds,  inventory,  goods,  merchandise,  and other personal
property now owned or hereafter acquired by Debtors which are held for sale or
lease,  or  are raw materials, work-in-process, supplies, or materials used or
consumed  in  Debtors'  businesses,  and  all  substitutions,  replacements,
additions,  or  accessions  therefore  and thereto, all intellectual property,
trade  copyrights,  equipment,  trademarks,  franchises, patents, trade names,
licenses,  jingles,  slogans  and  logotypes, related common law and statutory
copyrights  owned  or  licensed  to  Debtors, cash and short-term investments,
vehicles,  consumer  goods  of every kind and descrip-tion, including, without
limitation,  motor vehicles, with all present and future proceeds and products
of,  increases,  replace-ments  and  accessions  thereto.

     The  term  "accounts  receivable" shall include, without limita-tion, all
accounts  and  any  other  obligations  or  indebtedness  owed to Debtors from
whatever  source  arising;  all  rights  of Debtors to receive any payments in
money  or  kind;  all guarantees of receivables and security there-for; all of
the  right,  title  and  interest of Debtors in and with respect to the goods,
services  or  other  property  which  gave  rise to or which secure any of the
receivables  and  insurance policies and proceeds relating thereto, and all of
the  rights  of  Debtors  as an unpaid seller of goods or services, including,
without  limitation,  the rights of stoppage in transit, replevin, reclamation
and  resale;  and  all  of  the  forego-ing, whether now existing or hereafter
created  or  acquired.

     4.          Perfection of Security Interest.  Debtors shall join with the
                 -------------------------------
Secured  Party  in  executing  and  filing  and  refiling  under  the  Uniform
Commercial  Code  such  financing  state-ments  and  other  documents,  such
recordings of assignments of real estate interests and such patent, trademark,
copyright or other assignment forms and such other writings in such offices as
the  Secured Party may deem  necessary or appropriate and wherever required or
permitted  by    law in order to perfect and preserve its security interest in
the  Collateral,  and  each Debtor hereby constitutes and appoints the Secured
Party  as  its  attorney-in--fact  for  the purpose of signing and filing such
financing  state-ments  and other documents and writings and agrees to do such
further  acts  and things and to execute and deliver to the Secured Party such
additional  conveyances,  assign-ments,  agreements  and  instruments  as  the
Secured  Party  may require or deem advisable to carry into effect the purpose
of  this  Security  Agreement  or  to better assure and confirm in the Secured
Party  its  rights,  powers  and  remedies  hereunder.

     5.        Right of Inspection.  From the date hereof until the payment in
               -------------------
full,  including  interest,  of  the  Obligations,  the  Secured Party and any
authorized  agent of the Secured Party shall be allowed to inspect any and all
of  the  premises, books and records of Debtors for any purpose related to the
Collateral,  this  Security Agreement or the Obligations secured hereby.  Each
Secured  Party  will  endeavor  to  give Debtors reasonable notice of any such
inspection, but shall not be obligated to do so.  Prior to providing access to
information,  Debtors  reasonably  consider  to  be  trade  secret  or similar
confidential  information,  Debtors  may request that the Secured Party or its
authorized  agent  sign  a  confidentiality agreement reasonably acceptable to
Debtors.

     6.      Representations and Warranties of Debtors.  Except for "Permitted
             -----------------------------------------
Encumbrances"  as  hereafter  defined, each Debtor repre-sents and warrants to
the  Secured  Party  that  the  Collate-ral  is free and clear of all security
interests, restrictions, liens and encumbrances, except the security interests
herein  granted  or  permitted,  and  those  described  in Section 3.10 of the
Investment Agreement that such Debtor has the full right and power to transfer
the  Collateral  to  the  Secured  Party under this Security Agree-ment and to
enter  into  this  Security  Agreement  and carry out its terms, and that each
Debtor  is,  or  at the time each item of Collateral comes into existence will
be,  the  true  and  lawful  owner  of,  and has, or at the time it comes into
existence  will have, good and clear title thereto subject only to the Secured
Party's  security  interests  and Permitted Encumbrances.  Each Debtor further
represents  and  warrants  that  (i) all Collateral is located as set forth on
Exhibit  A,   and (ii) its principal place of business is located in the State
of  Colorado.

     "Permitted  Encumbrances" shall mean all of the follow-ing: (i) liens for
taxes,  assessments  or  governmental  charges  or  levies  not  yet  due  or
delinquent,  or  which-can  thereafter  be  paid without penalty, or which are
being  contested  in  good  faith in accordance with the Investment Agreement;
(ii) unfiled inchoate mechanics' and materialmen's liens for construction work
in  progress;  (iii) workmen's, repairmen's, warehousemen's and carriers' lien
and  other  similar liens, if any, arising in the ordinary course of business;
(iv) purchase money security interests; and (v) security interests or liens in
the Collateral granted to the holders of Senior Indebtedness as defined in the
Investment  Agreement.

     7.     Right of Possession.  Unless otherwise provided herein and subject
            -------------------
to  the  terms  and conditions of this Security Agreement, unless and until an
Event  of  Default  (as hereinafter defined) shall occur, each Debtor shall be
entitled  to  the  use,  pos-session  and  quiet  enjoyment of the Collateral.

     8.      Covenants with Respect to Collateral.  From the date hereof until
             ------------------------------------
payment  in  full,  including  interest,  or  performance  of  all Obligations
hereunder,  each  Debtor  shall:

     (a)      not sell, transfer, assign, dis-pose of, hypothe-cate or subject
to  any  lien  or encumbrance any or all of the Collateral except for sales of
immaterial  amounts  of  equipment  or  Permitted  Encumbranc-es or unless the
Secured  Party  has  consented  in advance and in writing; pro-vided, however,
that  this  Section  8(a)  shall  not  apply  to  bona  fide sales of items of
Collateral  in  the  ordinary  course  of  business  and each Debtor may grant
purchase  money  security  interests  as  defined  in  the  Colora-do  Uniform
Commercial  Code in the ordinary course of business and Permitted Encumbrances
(as  hereafter  defined);

     (b)          maintain  in full force and effect the policy or policies of
insurance  issued  by  insurers  of  recog-nized responsi-bil-ity insuring the
Collateral  against such losses and risks and in such amounts as are customary
in  the case of corpora-tions of established reputation engaged in the same or
a  similar  business  and  similarly  situated;

     (c)      keep all Collateral and its prin-cipal place of business located
in the locations listed on Exhibit A unless Secured Party has received written
notice  of any change at least twenty (20) days in advance of such change; and

     (d)      properly maintain and care for the Collateral in accordance with
the highest standards customary for businesses similar to the business of each
Debtor.

     9.        Rights of Secured Party.  In addition to all other rights given
               -----------------------
the  Secured  Party  herein, the Secured Party may, but shall not be obligated
to,  (a)  discharge  any  or  all  taxes,  liens,  security interests or other
encumbrances at any time levied or placed upon the Collateral, (b) pay for the
insurance on the Collateral, and (c) pay for the maintenance and preserva-tion
of  the  Collateral.   Each Debtor shall reimburse the Secured Party on demand
for  any  payment made, or any expense incurred, together with interest at the
lesser  of  an  annual  rate  of  fourteen  percent  (14%) or the highest rate
permitted  by  law,  by  the  Secured  Party  pursuant  to  the  foregoing
authorization.  Any action which is required to be taken or which may be taken
or  any document which is required to be executed or which may be execut-ed by
a  Secured  Party under this Security Agreement, including without limitation,
any  modification,  termination  or  amend-ment  of  this  Security Agreement,
release  of  any  or  all  of the Collateral, waiver of the performance of any
obligations  of  Debtors  hereunder,  exercise of the remedies provided herein
upon  default  by  a Debtor and application of the proceeds of any sale of the
Col-lateral  hereun-der,  may  be  taken  or  executed  by  the Secured Party.

     10.      Events of Default.  An Event of Default as used in this Security
              -----------------
Agreement  shall  be  any  or  all  of  the  following:

     (a)          an Event of Default as defined in the Invest-ment Agreement;

     (b)          the  failure  of  any Debtor to perform, observe or keep any
covenant,  agreement,  condition  or obligation under this Security Agreement,
which failure shall continue after ten (10) days have elapsed from demand by a
Secured  Party  to  such  Debtor  for  performance  thereof;  or

     (c)     if any representation or warranty made herein by any Debtor shall
prove  to  have  been  false  or  misleading  in  any  material  respect.
     11.          Remedies  in  the  Event  of  Default.
                  -------------------------------------

     (a)         Upon the occurrence of an Event of Default, the Secured Party
shall  be  entitled  to  proceed  to  enforce  its  rights, including, without
limitation,  the  right  to  exercise  with  respect to the Collateral all the
rights  and  remedies  available  to  a  secured  party upon default under the
Colorado  Uniform  Commercial  Code  at the time, including the right to sell,
lease  or otherwise dispose of the Collateral or any portion thereof at public
or  private  sale  upon  such  terms  as  the Secured Party may determine.  In
addition,  the Secured Party shall have all other rights and remedies provided
for  herein and in the Investment Agreement and such other rights and remedies
as  may be provided by law, and may require Debtors to assemble the Collateral
and  make  it  available  to  the Secured Party at a place to be designated by
Debtors  which  is  reasonably  conve-nient to all parties.  The Secured Party
shall have the right, without notice or demand or legal process, to enter upon
the  premises  of  each Debtor and take possession of the Collateral, together
with  all additions and accessions thereto.    Further, upon the occurrence of
an  Event  of  Default,  the  Secured  Party  may, without notice, declare all
obligations  secured  hereby  im-mediately  due  and  payable.

     (b)       The Secured Party shall give each Debtor notice of the time and
place  of  any  public sale of the Collateral or of the time on or after which
any  private  sale  or other intended dispo-sition is to be consummated, which
notice shall be mailed to each Debtor in the manner set forth in Section 16(c)
hereof at least ten (10) days prior to the time of such sale or other intended
dis-position,  and  such  notice  shall  be  considered  reasonable.

     Each  purchaser  at  any  sale  of  the Collateral (including the Secured
Party) shall hold the property sold absolutely free from any claim or right on
the  part of any Debtor, and each Debtor hereby waives to the extent permitted
by law all rights of redemption, stay and/or appraisal which it now has or may
at  any  time in the future have under any rule of law or statute now existing
or  hereafter  enacted and, to the extent permitted by law, any right which it
may  have  to demand a hearing or other judicial or ad-ministrative proceeding
prior  to  the  enforcement  by  the  Secured Party of any of their rights and
remedies hereunder.  Any public or private sale of the Collateral or any party
of  it  shall be held at such time or times within ordinary business hours and
at  such  place  or places as the Secured Party may fix in the notice of sale,
and  at  any such sale the Collateral, or the por-tion thereof to be sold, may
be sold in one lot as an entirety or in separate parcels, as the Secured Party
in  its  sole and absolute discre-tion may deter-mine.  If permitted by law, a
Secured  Party  may bid (which bid may be, in whole or in part, in the form of
cancellation  of  indebted-ness)  for  the  purchase  of  the  Collateral.

     The  Secured  Party  shall  not  be  obligated  to  make  any sale of the
Collateral or any part of it if they determine not to do so, regardless of the
fact  that notice of sale of the Col-lateral may have been given.  The Secured
Party  may, without notice or publication, adjourn a public or private sale of
the  Collateral,  or  cause  the  same  to  be  adjourned from time to time by
announcement  at the time and place fixed for sale, and such sale may, without
further  notice,  be  made  at  the  time  and  place to which the same was so
adjourned.
     (c)         All demands and presentments of any kind or nature are hereby
expressly  waived  by Debtors.  Each Debtor hereby waives the right to require
the  Secured  Party  to  proceed  against any of the Collateral it may hold or
against  any debtor of such Debtor, or to pursue any other remedy.  All of the
Secured  Party's  remedies  are cumulative and may be enforced successively or
concurrently  and no such action shall estop or prevent the Secured Party from
pursuing  any  other  remedies.

     (d)         Following an Event of Default, each Debtor hereby irrevocably
appoints the Secured Party, or any person designated by the Secured Party, its
true  and  lawful  attorney-in-fact  to  receive, open and dispose of all mail
addressed  to  such  Debtor,  to endorse the name of such Debtor on any notes,
acceptances,  drafts,  money  orders  or  other remittances; to notify account
debtors  to  direct  payments  directly  to  Secured  Party at such address as
Secured  Party  may  designate;  to  endorse  the  name  of such Debtor on any
invoice,  freight  or  expense  bill  or  bill  of  lading,  storage  receipt,
ware-house  receipt  or  other  instrument  or  document  in  respect  to  any
Collater-al;  to  sign the names of such Debtor to drafts against such Debtor,
assign-ments  or  verifica-tions  of  accounts  and notices to such Debtor; to
station  a representa-tive of the Secured Party on the premises of such Debtor
for  the  purpose  of  taking  any  of the actions described in this paragraph
including, without limita-tion, taking possession of books and records; and to
do  all  other  acts  and  things  necessary  to  carry out the intent of this
Secur-ity  Agreement.  The foregoing appointment and authority shall remain in
effect  until  all  obligations  of  each  Debtor to the Secured Party secured
hereby  have  been  paid  in  full.

     12.          Application  of  Proceeds.   All proceeds of any sale of the
                  -------------------------
Collateral by the Secured Party pursuant to Section 11 hereof shall be applied
in  favor  of  the  Secured  Party  as  fol-lows:

     (a)        first, to the payment of all fees and expenses incurred by the
Secured Party in connection with any such sale, including, but not limited to,
the  expenses  of  taking, advertis-ing, processing, preparing and storing the
Collateral  to be sold, all court costs and reasonable fees of counsel for the
Secured  Party  in  connection  therewith, and to the payment of all ad-vances
made  by the Secured Party hereunder to the account of Debtors and the payment
of all costs and expenses paid or incurred by the Secured Party in connec-tion
with  the  exercise  of any right or remedy hereunder, to the extent that such
advances, costs and expenses shall not theretofore have been reimbursed to the
Secured  Party  by  Debtors;

     (b)      second, to the payment of accrued interest, if any, on the Note;

     (c)        third, to the payment of the outstanding prin-cipal balance of
the  Note;

     (d)          fourth,  to  the payment of accrued interest, if any, on the
Obligations,  other  than  the  Note;  and

     (e)          fifth,  to  the payment of the outstanding princi-pal of the
Obligations,  other  than  the  Note.

     Any  surplus  shall be delivered to Debtors.  If there is any deficiency,
Debtors  shall  promptly  pay  the  deficiency to the Secured Party on demand.

     13.          Miscellaneous.
                  -------------

               (a)        Upon payment in full of the Note by Quizno's and any
and  all  other  obligations  secured  hereby,  the  security  interest in the
Collateral  granted  to  the  Secured  Party  in this Security Agreement shall
terminate,  and  Secured  Party  shall  execute  any  required  releases  or
termination  statements.

     (b)      The Secured Party may delay exercising, or omit to exercise, any
right  or  remedy  under  this Security Agree-ment without waiving that or any
past,  present  or  future  right  or  remedy.

     (c)          All  notices,  requests,  demands  and other com-munications
hereunder  shall  be  given  as  required  in  the  Investment  Agreement.

     (d)        This Security Agreement shall bind and inure to the benefit of
the  parties,  their  successors  and  assigns;  pro-vided, however, that this
Security  Agreement  shall  not  be  assigned  by any Debtor without the prior
written  consent  of  the  Se-cured  Party and any attempted assignment by any
Debtor  without  such  consent  shall  be  null  and  void.

     (e)      This Security Agreement and its performance shall be governed by
the  internal  laws  of  the  State  of  Colorado.

     (f)      This Security Agreement and the security interest created hereby
are  for  the  sole  and exclusive benefit of the parties hereto and shall not
operate  to  the  benefit  of  any  third  party.

     (g)      If any term, covenant or condition of this Security Agreement or
the  application  thereof  shall be invalid or unenforceable, the remainder of
this Security Agreement or the application of such term, condition or covenant
to persons or circumstances other than those as to which it is held invalid or
unenforce-able  shall be unaffected thereby and shall be valid and enforced to
the  fullest  extent  permitted  by  law.

     (h)         This Agreement may be executed in counterparts, each of which
shall  be  deemed  an  original  and  all of which, when taken together, shall
constitute  one  and  the  same  instrument.

     (i)      This Agreement may be amended only by the written consent of the
Secured  Party.  The terms of this Agreement may be waived only by a statement
signed  by  the  party  against  whom  enforcement  of  the  waiver is sought.

     IN  WITNESS WHEREOF, the parties hereto have duly exe-cuted this Security
Agreement  on  the  date  first  above  written.


DEBTORS:          THE  QUIZNO'S  CORPORATION
     a  Colorado  corporation

     By:          _________________________

     Its:          _________________________


     THE  QUIZNO'S  OPERATING  COMPANY,
     a  Colorado  corporation

     By:          _________________________

     Its:          _________________________


SECURED  PARTY:          RETAIL  & RESTAURANT GROWTH CAPITAL, L.P., a Delaware
     limited  partnership

     By:    Retail  &  Restaurant  Growth
     Partners,  L.P.,  its
General  Partner

     By:    Retail  &  Restaurant  Growth
     Management,  Inc.,  its
General  Partner

     By:          _________________________

     Its:          _________________________