Exhibit 10.4

                    THE QUIZNO'S CORPORATION

          AMENDED AND RESTATED STOCK OPTION PLAN FOR
              NON-EMPLOYEE DIRECTORS AND ADVISORS


           The  purposes  of The Quizno's Corporation's  Amended  and
Restated  Stock Option Plan for Non-Employee Directors  and  Advisors
(the  "Plan")  are  to  (i)  enable  The  Quizno's  Corporation  (the
"Company") to attract and retain qualified non-employee directors and
advisors  who  will  serve  and  advise  the  Company  regarding  the
establishment  and  satisfaction of long-term, strategic  objectives,
(ii)  furnish an incentive to non-employee directors and advisors  of
the  Company by making ownership in the Company available to them and
(iii)  amend and restate the Company's original Non-Employee Director
Stock Option Plan, adopted by the Board on the November 30, 1993  and
approved  by  the stockholders on December 20, 1993, under  which  no
Options  were granted.  Options granted under the Plan do not qualify
as  "incentive  stock  options" under Section  422  of  the  Internal
Revenue Code of 1986, as amended (the "Code").


                           ARTICLE I

                          Definitions

            For  Plan  purposes,  except where  the  context  clearly
indicates  otherwise, the following terms shall  have  the  following
meanings:

                "Advisors" shall mean any person or persons appointed
or designated by resolution of the Board as an advisor to the Company
or the Board.

                "Board"  shall  mean the Board of  Directors  of  the
Company.

                "Closing  Price,"  see  definition  in  "Fair  Market
Value."

                "Committee" shall mean the Compensation Committee  of
the  Board,  or such other Committee of the Board as the Board  shall
designate  from time to time, which other Committee shall consist  of
three or more directors appointed by the Board from time to time.

               "Company" shall mean The Quizno's Corporation.

                "Eligible  Participant" shall  mean  any  Advisor  or
member  of the Board who, on the date of the Committee's decision  to
grant, or the date of the granting of, an Option hereunder, is not an
officer or an employee of the Company.

               "Option" shall mean a right to purchase Shares granted
pursuant to the Plan and evidenced by an option certificate or  stock
option  agreement in such form as the Committee may adopt for general
use from time to time.

                "Optionee" shall mean an Eligible Participant to whom
an Option is granted pursuant to this Plan.

                "Plan"  shall  mean  The Quizno's  Corporation  Stock
Option Plan for Non-Employee Directors and Advisors.

                "Shares"  shall  mean shares of the Company's  common
stock, par value $.001.

                "Fair  Market  Value" of the Shares  shall  mean  the
average  of the daily Closing Price, as defined below, per Share  for
the ten (10) consecutive trading days commencing fifteen (15) trading
days  before  such date.  For purposes hereof, "Closing Price"  shall
mean,  with respect to each share of the Company's common  stock  for
any  day,  (a) the last reported sale price or, in case no such  sale
takes  place on such day, the average of the closing bid  and  asking
price,   in  either  case  as  reported  on  the  principal  national
securities  exchange on which the Shares are listed or  admitted  for
trading  or, (b) if the Shares are not listed or admitted for trading
on  national securities exchange, the last reported sale price, or in
the  case  no such sale takes place on such day, the average  of  the
highest reported bid and the lowest reported asked quotation for  the
Shares, in either case as reported on the Automatic Quotation  System
of  NASDAQ or a similar service if NASDAQ is no longer reporting such
information.  If no such market exists for the Shares,  and  no  such
market  has existed for the Shares for ninety (90) days or more,  the
Board shall make a good faith determination of the Fair Market Value.

                           ARTICLE II

                   Shares Subject to the Plan

           The aggregate number of Shares which may be delivered upon
exercise  of Options granted under the Plan shall not exceed 140,000,
subject  to appropriate adjustment in the event the number of  issued
Shares  shall  be  increased or reduced by a  change  in  par  value,
combination,  split-up, merger, reclassification, distribution  of  a
dividend  payable in stock, or the like.  Shares covered  by  Options
which have lapsed or expired may, in the Board's discretion, again be
made subject to grants pursuant to the Plan.


                          ARTICLE III

                         Option Grants

           3.1  Grant of Options.  During the term of this Plan,  all
Advisors  and directors shall automatically be granted an  Option  to
purchase 4,000 Shares (subject to appropriate adjustment in the event
the number of issued Shares shall be increased or reduced by a change
in   par  value,  combination,  split-up,  merger,  reclassification,
distribution of a dividend payable in stock, or the like) on (i)  the
date  of their initial appointment or designation by the Board as  an
Advisor  or their initial election to the Board, as the case may  be,
and  (ii) every January 1 subsequent to that appointment, designation
or  election;  provided,  however,  that  such  Advisor  or  director
continues  to  hold  such position of Advisor  or  director  on  such
January  1.   An  Advisor or director may waive their  right  to  the
automatic  grant  of an Option as provided herein  by  notifying  the
Company in writing at least ten (10) business days prior to the grant
date and or the anniversary date.

            3.2   Stock  Option  Agreement.   Each  Option  shall  be
evidenced  by  a  written instrument, in such form as  the  Committee
shall  from  time to time approve, which shall state  the  terms  and
conditions  of the Option in accordance with the Plan and also  shall
contain such additional provisions as may be necessary or appropriate
under applicable laws, regulations and rules.


                           ARTICLE IV

                        Terms of Options

           4.1   Exercise Price.  The Option exercise price per Share
shall  be  one  hundred  percent (100%) of the  "Closing  Price,"  as
defined  in  Article I above, of a Share on the date  the  Option  is
granted.

            4.2    Transfer  Restrictions.   All  Options  shall   be
exercisable  during  an Optionee's lifetime only  by  such  Optionee.
Options  shall not be transferable other than by will or the laws  of
descent and distribution.  No Option shall be subject, in whole or in
part, to attachment, execution or levy of any kind.

           4.3   Vesting.   All  Options granted shall  vest  and  be
exercisable on the grant date.

           4.4   Expiration.  All Options shall expire ten (10) years
from the grant date or, if an Optionee ceases to be a director or  an
Advisor  of  the  Company for any reason, all Options  held  by  such
Optionee  shall terminate upon the earlier of (i) three  years  after
the date on which he or she ceased to be a director or an Advisor, as
the case may be, or (ii) ten (10) years from the date of grant.

           4.5  No Rights as Stockholder.  No Optionee shall have any
rights  to dividends or other rights of a stockholder of the  Company
prior to the purchase of such Shares upon the exercise of the Option.

                           ARTICLE V

                       Delivery of Shares

           No  Shares  will be delivered upon exercise of  an  Option
until  the exercise price of the Option is paid in full (i) in  cash,
(ii)  by  the  delivery to the Company of Shares with a  Fair  Market
Value equal to the exercise price of the Option, (iii) by delivery of
a  combination  of (i) and (ii) with an aggregate Fair  Market  Value
equal  to  the  exercise price or (iv) by delivery of  an  Option  or
Options  to  purchase Shares with a net aggregate  value  (i.e.,  the
aggregate  value of all Shares subject to the exercised Options  less
the  aggregate exercise price of such Options) equal to the  exercise
price.

           Share  certificates issued to Optionees upon  exercise  of
Options  may,  at  the  sole discretion of the Committee,  be  issued
subject to, and bear language limiting their transfer otherwise  than
in  accordance with, the Plan and applicable state and  federal  law,
including  the then existing regulations under Section 16(b)  of  the
Securities and Exchange Act of 1934, as amended.


                           ARTICLE VI

                    Continuation of Service

           Neither  this  Plan nor the grant of any Option  hereunder
shall confer upon any Optionee the right to continue as a director or
Advisor  of  the  Company  or obligate the Company  to  nominate  any
Optionee for election as a director or appointment or designation  an
as Advisor at any time.


                          ARTICLE VII

                    Fundamental Transactions

           7.1   Merger,  Consolidation or  Change  of  Control.   In
connection  with  any  merger, consolidation, change  in  control  or
similar   reorganization,  excluding  an  initial   public   offering
("Reorganization"), the Committee may in its discretion:

                 (a)   Negotiate  a  binding  agreement  whereby  any
acquiring  or  successor  corporation will assume  each  Option  then
outstanding   or   substitute  an  equivalent  option   meeting   the
requirements  of  Section  424(a)  of  the  Code  for   each   Option
outstanding;

               (b)  Accelerate any applicable vesting provisions; or

               (c)  Authorize cash payments to Optionees equal to the
difference  between the aggregate Exercise Price of each Option  then
outstanding  irrespective of the Option's current exercisability  and
the Fair Market Value of the Shares covered by such Option.  Any cash
payment  which the Company may be required to make pursuant  to  such
Committee  authorization  shall  be  made  within  sixty  (60)   days
following  such  authorization  and  fully  discharge  any  and   all
obligations  the  Company may have in connection  with  the  Options.
Notwithstanding the forgoing, the Committee shall have no  obligation
to  take any action with respect to any Option in connection  with  a
Reorganization.

            7.2    Initial  Public  Offering.   Notwithstanding   the
registration  with  the  Securities and Exchange  Commission  of  any
Shares  pursuant  to a plan for the initial public  offering  of  the
Company's  common  stock,  the  applicable  vesting  schedule   shall
continue  to apply to all Options.  Upon the registration of  any  of
the  Company's  common  stock,  the Optionee  must  comply  with  all
applicable  federal  and state securities laws which  apply  to  such
Optionees and any stock received upon exercise of any Options.


                          ARTICLE VIII

                      Plan Administration

           8.1   Administration  by Committee.   The  Plan  shall  be
administered  by  the Committee.  The Committee shall  be  empowered,
subject  to  the  provisions of the Plan and to any other  directives
issued  by  the  Board,  to prescribe, amend and  rescind  rules  and
regulations of general application relating to the operation  of  the
Plan and to make all other determinations necessary or desirable  for
its  proper  administration.  Decisions of  the  Committee  shall  be
final,  conclusive  and  binding  upon  all  parties,  including  the
Company, the stockholders and the Eligible Participants.

           8.2  Indemnification.  Neither the Company, any subsidiary
thereof,  nor any director or officer thereof, nor the Committee  nor
any  member  of the Committee shall be liable for any act,  omission,
interpretation, construction or determination made in connection with
the  Plan in good faith.  The Committee and each of its members shall
be  entitled to indemnification and reimbursement by the  Company  in
respect  of  any claim, loss, damage or expense (including reasonable
attorneys'  fees  and costs) arising therefrom  to  the  full  extent
permitted  by  law  and  under any directors and  officers  liability
insurance coverage which may be in effect from time to time.


                           ARTICLE IX

                  Amendment and Discontinuance

          The Board is authorized to make such changes in the Plan as
it,  in  its sole discretion, deems necessary.  The Board may at  any
time  suspend or discontinue the Plan.  No action of the Board or  of
the   stockholders,  however,  shall  alter  or  impair  any   Option
theretofore granted under the Plan except as herein provided.


                           ARTICLE X

                         Miscellaneous

           10.1  No  Obligation  or  Entitlement.   It  is  expressly
understood that this Plan grants powers to the Committee but does not
require  their  exercise;  nor shall any person,  by  reason  of  the
adoption of this Plan, be deemed to be entitled to the grant  of  any
Option;  nor  shall  any rights be deemed to accrue  under  the  Plan
except as Options may actually be granted hereunder.

           10.2  Other Grants.  The adoption of this Plan  shall  not
preclude  the Board from granting options to purchase Shares  to  any
person  in  connection with his or her service on the  Board  without
reference to, and outside of, this Plan.

           10.3  Expenses.  All expenses of the Plan,  including  the
cost of maintaining records, shall be borne by the Company.


                           ARTICLE XI

                     Plan Adoption and Term

           This Plan shall become effective upon the (i) adoption  by
the  Board  and  (ii)  approval by the Company's stockholders  at  an
Annual  Meeting of Stockholders.  This Plan shall continue in  effect
for  ten years from the date of its initial approval by the Company's
stockholders.  No Option may be granted hereunder after such ten-year
period,  but Options granted within such ten-year period  may  extend
beyond the termination date of the Plan.