October 4, 1999

All Parties described below as "Borrowers"
c/o John H. Gallivan
1415 Larimer Street
Denver, CO  80202

Via Facsimile:  (720) 359-3395

Re Fixed Rate Commitment Letter: Total Note Amount: $15,555,555.64 (consisting
of $14,000,000.00 of Aggregate Loan Amount and $1,555,555.64 of Aggregate Credit
Enhancement Amount).

Dear Mr. Gallivan:

AMRESCO Commercial Finance, Inc. ("ACFI" or the "Lender") is pleased to approve
your loan application ("Application") for a loan and agrees to lend you the
total amount set forth above to the following companies (collectively, "you",
"your", or the "Borrower"): The Quizno's Corporation; The Quizno's Operating
Company; S & S Company; The Quizno's Realty Company; The Quizno's Acquisition
Company; The Quizno's Licensing Company; and Quizno's Kansas, L.L.C. The
allocation of the aggregate Loan Amount and the Total Note Amount and
corresponding terms will be set forth on Exhibit A attached hereto and made a
part hereof:

The following terms and conditions will apply on your loan(s):

      1.   Note  Amount:  Your loan(s) will be evidenced by two secured
           -------------
           promissory notes (collectively, the "Note") in an aggregate
           amount ("Total Note Amount") of $15,555,555.64 of which
           $14,000,000.00 will be the principal amount disbursed to you
           at closing  pursuant to your instructions and the terms of
           this Commitment Letter (excluding your closing costs which
           are withheld) and $1,555,555.64 will be your aggregate Credit
           Enhancement Amount.

      2.   Interest  Rate:  Prior to an event of default,  the interest
           ---------------
           rate on the loan(s) will be equal to the 10-year treasury
           note rate 10 days prior to the closing date plus 4.25%,
           which as of September 28, 1999 would equate to an annual
           interest rate of 10.10%.  The loan and enhancement payments
           herein reflect an assumed interest rate of 10.10%, but are
           subject to change based upon the 10-year treasury note rate
           as of the date the interest  rate is locked.  ACFI will have
           the unilateral right, at any time, to readjust this rate
           once within four months from the closing date, at a rate
           equal to 4.25% plus the then current 10 year treasury note
           rate.  If requested by Lender, Borrower shall execute slip
           pages to the Note necessary to conform the Note to the
           interest rate set forth in this section 2

      3.   Scheduled Monthly Credit Enhancement Obligation Payment:
           --------------------------------------------------------
           You will pay an aggregate amount of $13,092.65 each month
           while your aggregate Credit Enhancement Amount remains
           outstanding.

      4.   Scheduled  Monthly Loan Payment:  You will pay an aggregate
           --------------------------------
           amount of $193,337.48 each month while all the loan(s) listed
           above remain outstanding. This amount will be reduced accordingly
           for any such loan(s) that mature or are paid off.

      5.   Payments and Monthly Enhancement Rebates:  The first payment
           -----------------------------------------
           under the loan(s) ("Closing  Payment") will be due on the
           date that such loans close and will be withheld from the loan
           proceeds to be disbursed to you at the  Closing Date.  The
           Closing Payment will equal the sum of (i) interest payable
           on each Loan Amount from the Closing Date to the first day
           of the next month, (ii) the Scheduled Monthly Loan Payment
           for each of your loan(s) and (iii) the Scheduled Monthly
           Credit Enhancement Obligation payment for each of your
           loan(s).  The Scheduled Monthly Loan Payment for each loan
           will consist of (i) amortization of the corresponding Note
           Amount over the stated loan term and (ii) interest on the
           outstanding Loan Amount corresponding to such loan.  The
           Scheduled Monthly Loan Payment will be the same amount every
           month.  You will make payments of the Scheduled Monthly Loan
           Payment and Scheduled Monthly Credit Enhancement Obligation
           Payment no later than the first day of each month (each a
           "Payment  Date") beginning on January 1, 2000 (assuming an
            October 1999 closing).

           If no loan in the pool of loans made by ACFI (of which your
           loans are a part) is delinquent or in default, you will be
           entitled to an aggregate monthly enhancement rebate ("Monthly
           Enhancement Rebate") of $13,092.65, an amount equal to your
           initial aggregate Scheduled Monthly Credit Enhancement Obligation
           Payment. If any loans in such loan pool are delinquent or in
           default, the amount of your Monthly Enhancement Rebate will be
           reduced and may be eliminated entirely. All calculations of the
           Monthly Enhancement Rebate will be made by ACFI, its agent or
           representatives. Your Monthly Enhancement Rebate will be
           applied to your next Scheduled Monthly Credit Enhancement
           Obligation Payment which is due. In the event you are entitled
           to such credit, you will be notified prior to the next Payment
           Date of the reduced amount due on the next Payment Date. All
           payments will be made in United States dollars and at the
           offices of the Lender or such other place or places as the
           Lender may notify you.

           6. Prepayment: Each loan may be prepaid in full (but not
              ----------- in part) subject to certain restrictions and
              payment of a yield maintenance make-whole premium, if due.
              The yield maintenance make-whole premium shall be in effect
              for the first seven (7) years of the loan term, after which
              such premium shall be 1% of the then outstanding loan balance.

           7. Use: You will use the Aggregate Loan Amount solely for the
              ---- business or commercial purpose identified as follows
              (allocations are estimates):

                Refinance Existing Debt                    $3,515,000
                *Escrowed funds for various uses as
                 described below                            9,900,000
                Closing costs (including 1st month
                 payment)                                     585,000
                                                          -----------
                     Total Loan Proceeds                  $14,000,000

     * The escrowed funds will be split into two different uses. 60% of the
       escrowed amount will be used for any of the specific uses as follows:
       going-private transaction, tender offers to Quizno's shareholders or
       other QSR chains, open market purchases of QUIZ stock, acquisition of new
       stores, upgrades at the corporate and store level, repurchase area
       directorships. 40% of the escrowed funds can be used for anything that
       Quizno's wishes to use the funds for with specific exception to working
       capital, dividends or distributions, or to "cash-out" the two majority
       equity holders.

       Quizno's may use a maximum of $2 million of the escrowed funds for a
       program that will offer limited financing to franchisees. In this program
       Quizno's will finance no more that 66.7% of the start-up costs for a
       franchisee, with the franchisee injecting the additional 33.3% in equity.

       Quizno's will be allowed to draw on this escrow account a maximum of $1
       million per month. If the total amount in draws in a specific month is
       higher than $1 million, ACFI must approve the disbursement of funds that
       month. ACFI will receive monthly reports on the disbursements and uses of
       funds until the balance of the escrow is $0.

           8. Collateral: Your obligations will be secured by a blanket,
              ----------- first priority, perfected security interest in all
              of your present and future assets other than real and personal
              property acquired in the future subject to a purchase money
              security agreement, to the extent and in form and substance
              satisfactory to us and our counsel. These assets must include,
              but are not limited to all presently owned and future acquired:
              equipment and personal property relating to the corporate office
              and each of the units listed on Exhibit A; leasehold
              mortgages/deeds of trust for at least 50% of the unit locations
              listed on Exhibit A (if 50% of the leasehold mortgages cannot be
              obtained ACFI will allow a substitution of other collateral in
              form and substance satisfactory to ACFI in its sole discretion);
              all of your general intangibles (as defined in the Uniform
              Commercial Code), including all trademarks, patents, trade names,
              trade secrets, service marks, service names, franchise agreements,
              license agreements, contract rights, and all proceeds and income
              thereof. Upon your request, Lender shall release its lien on all
              franchise agreements entered into subsequent to the date that the
              Borrower achieves $7 million in annual EBITDA and a FCCR of 2.00:1
              based on annual audited financial statements.

         9.   Fixed Charge Coverage Ratios:

              a. You are obligated to maintain a Fixed Charge Coverage Ratio
                 (FCCR) of 1.35:1 at the corporate (consolidated) level
                 throughout the life of your loan(s). ACFI will monitor this
                 compliance on an annual basis and sometimes more frequently if
                 conditions warrant.

              b. YOU MAY NOT BORROW OR INCUR ADDITIONAL INDEBTEDNESS IF THE
                 PAYMENTS ON SUCH INDEBTEDNESS WOULD CAUSE THE FCCR to GO below
                 1.50:1 (POST TRANSACTION). Any additional indebtedness may not
                 be secured by any of the collateral referred to above.

        10.   Closing Documents: At the closing you must execute and deliver
              ------------------ standard ACFI loan documents, in form and
              substance satisfactory to us, including the following:

              a. Secured Promissory Notes evidencing your obligation to repay
                 such loan(s);

              b. Pledge and Security Agreement granting a security interest to
                 the Lender in the collateral referred to above;

              c. Leasehold Mortgages/Deeds of Trust and other real property
                 documentation, as applicable;

              d. An opinion of your legal counsel in form and substance
                 satisfactory to us and our counsel;

              e. UCC-1 Financing Statements and all other documents required to
                 perfect a security interest in the collateral referenced
                 above; and

              f. Any and all other documents required by us in connection with
                 your loan.

   Execution copies: Execution copies of the Secured Promissory Notes, Pledge
   -----------------and Security Agreement, UCC-1 Financing Statements,
   Leasehold Mortgages/Deeds of Trust and other real property documentation,
   and/or Affiliate Guarantee(s), as applicable, and a form of the required
   opinion letter will be provided to you and your counsel following your
   acceptance of this letter.


        11. Additional Conditions: This offer is subject to the following
            ----------------------additional conditions:

            a. You must sign, date and return the enclosed copy of this letter
               on or before October 4, 1999.

            b. You must provide evidence to Lender that it shall receive at
               closing a first priority, perfected security interest in the
               collateral referred to above.

            c. Prior to closing, you must execute and deliver into escrow
               pending the closing, all closing documents referenced above.

            d. The closing of this loan must occur on or before October 12, 1999
               at such place as Lender may select. If the loan(s) does not close
               on or before this date, ACFI may change or withdraw its
               commitment, or change the applicable interest rate at its sole
               discretion.

            e. Lender's counsel must be satisfied with the documentation,
               proceedings and legal opinions incident to this transaction.

            f. There shall have been no material adverse change in your
               financial condition or prospects since the date of this
               commitment letter.

            g. ACFI must receive each of the following, in form and substance
               acceptable to ACFI in its sole discretion: (i) a legal review of
               your loan files; (ii) Borrowing Resolutions from each of the
               entities listed above as Borrowers; (iii) completed and signed
               environmental questionnaires for each unit; (iv) landlord
               estoppels for at least 50% of the locations listed on Exhibit A;
               (v) resolution of various lease issues as noted on fax dated
               September 20, 1999; and (vi) the unqualified approval of the
               Loan by ACFI's warehouse lender.

           12. Fees:
               -----

               a. Application Fee: For and in consideration of providing this
                  commitment letter, Borrower has paid Lender a non-refundable
                  application deposit of $70,000 (The "Application Fee") which
                  will be credited against the Loan Fee (as defined below) on
                  the loan closing date. If the loan does not close, Lender
                  shall retain the Application Fee.

               b. Loan Fee: For and in consideration for the loan, Borrower
                  shall pay, from the proceeds of the loan at closing, a loan
                  fee ("Loan Fee") of 2.5% of the Aggregate Loan Amount, less
                  the Application Fee. If the loan closes, the Loan Fee shall
                  be used to pay for lending costs and expenses. However, if the
                  loan does not close, Borrower must pay for all costs and
                  expenses incurred in connection with the loan.


<PAGE>



If you accept this letter on the terms and conditions provided herein, please
sign in the space provided below and return to the Lender at the address noted
above on or before October 4, 1999.

Sincerely,

AMRESCO Commercial Finance, Inc.

By: /s/ Ryan Hoppe
    --------------------------------
        Ryan Hoppe, Senior Underwriter

By the undersigned's signature below, the undersigned accepts the offer for the
loan(s) described in this commitment letter and agrees to all of the terms and
conditions to such loan(s) described above.
<TABLE>
<CAPTION>

The Quizno's Corporation, as Borrower         The Quizno's Operating Company as Borrower
<S>                                           <C>


By: _________________________________________  By:
----------------------------------------

Name: ______________________________________        Name:
--------------------------------------

Title: _______________________________________      Title:
---------------------------------------

Date: _______________________________________       Date:
---------------------------------------

S & S Company, as Borrower                     The Quizno's Realty Company, as Borrower


By: _________________________________________  By:
----------------------------------------

Name: ______________________________________        Name:
--------------------------------------

Title: _______________________________________      Title:
---------------------------------------

Date: _______________________________________       Date:
---------------------------------------

The Quizno's Acquisition Company, as Borrower   The Quizno's Licensing Company, as Borrower


By: _________________________________________  By:
----------------------------------------

Name: ______________________________________        Name:
--------------------------------------

Title: _______________________________________      Title:
---------------------------------------

Date: _______________________________________       Date:
---------------------------------------

Quizno's Kansas, L.L.C., as Borrower

By: _________________________________________

Name: ______________________________________

Title: _______________________________________

Date: _______________________________________

</TABLE>



AMRESCO Commercial Finance, Inc.


                                    Exhibit A
              The Quizno's Corporation Schedule of Loan Allocation
<TABLE>
<CAPTION>

                    Original         Credit        Original       Loan     Loan
                      Loan        Enhancement        Note         Term    Interest     Loan       Enhancement
   Unit #            Amount          Amount         Amount       (mos)      Rate      Payment       Payment
-------------   --------------   -------------  ---------------  ------ ----------- ----------   -------------
<S>             <C>              <C>             <C>             <C>       <C>         <C>        <C>

Corporate       $10,250,000.00   $1,138,888.89   $11,388,888.89    120     10.10%   $141,550.73   $9,585.65
E. Arapahoe         150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
Gunpark             150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
Blue River          150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
E. Orchard          150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
Pearl Street        150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
S. University       150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
Grant Street        150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
S. Hover            150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
Lincoln Street      150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
West Colfax         150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
North Washington    150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
W. Colfas           150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
18th Street         150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
S. Tamarac          150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
17th Street         150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
W. Central          150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
N. Waco             150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
R. Harry            150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
N. Rock Road        150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
S. Senecca          150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
W. 21st Street      150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
N. Tyler            150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
E. 47th Street      150,000.00       16,666.67       166,666.67    120     10.10%      2,071.47      140.28
                --------------   -------------   --------------                     -----------  ----------
                $14,000,000.00   $1,555,555.64   $15,555,555.64                     $193,337.48  $13,092.65

</TABLE>