SACRAMENTO AVIATION
                                 MANAGEMENT CO.


                               PURCHASE AGREEMENT


THIS AGREEMENT, made this 22ND day of SEPTEMBER 19, 1999 by and between:



               SELLER                             PURCHASER

SACRAMENTO AVIATION MANAGEMENT C0.           THE QUIZNO'S CORPORATION
5957 FREEPORT BLVD.                          1415 LARIMER
SACRAMENTO, CA 95822                         DENVER, CO 80202


NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree as follows:

1. The PURCHASER agrees to purchase and the SELLER agrees to sell the following
   aircraft:


Aircraft Make        1997 CESSNA             Engine Make  WILLIAMS - ROLLS ROYCE

Aircraft Model       CITATION 525            Engine Model FJ44-1A

Aircraft Serial #    525-0212                Engine Serial # L-  1433

Aircraft Reg #       N67VW                   Engine Serial # R - 1434

hereinafter, "the Aircraft."

The Aircraft is equipped with standard and/or optional accessories and equipment
as specified by Seller's specification sheet, which is attached hereto and
incorporated herein by referenced as Exhibit A.

2.     PURCHASER agrees to pay to SELLER a total price of: $ 3,350,000.00 due
and payable in U.S. Funds upon delivery of said Aircraft to PURCHASER. SELLER
acknowledges receipt of deposit from PURCHASER in the amount of $50,000.00, to
be applied as credit toward the aforementioned purchase price, requiring a
balance due from PURCHASER at closing of $3,300,000.00.

3.     SELLER will deliver the aircraft to the PURCHASER by 10/13/99 at such
place as may be mutually agreed upon by the Parties.


4.     Seller warrants that it is either the owner of the Aircraft or that it is
a duly authorized agent of the Aircraft owner, with authority to execute and
deliver this Agreement and carry out the SELLER's obligations herein. At the
time of delivery of the Aircraft and full payment of the total price by
PURCHASER, SELLER will deliver to PURCHASER an FAA Bill of Sale, FAA Form AC
8050-2, duly executed by SELLER, conveying title to said Aircraft to PURCHASER
free and clear of all liens, charges or encumbrances. PURCHASER shall execute
and deliver to SELLER, at the time of delivery of the aircraft, a delivery
receipt in the form attached hereto as Exhibit B. In addition, SELLER will
transfer to the PURCHASER all available logbooks, manuals and other records as
pertaining to the application and maintenance of the Aircraft. At the time of
delivery, SELLER represents and warrants that all applicable payments relating
to the "ProParts" program shall be paid up to date and further, that all due or
overdue Cescom inspections and related repairs shall be completed by SELLER.
SELLER further agrees to replace the door seal of the Aircraft's emergency door
at SELLER's expense prior to delivery. SELLER is aware of no damage history of
the Aircraft which would, by law, require the fling of FAA Form 337.

5.     PURCHASER hereby agrees to pay any and all taxes, duties or fees assessed
or levied by any Federal, State or local taxing authority as a result of this
sale, delivery, registration or ownership of the Aircraft by PURCHASER.

6.     THE AIRCRAFT IS BEING SOLD ON AN "AS IS" BASIS. THERE ARE NO WARRANTIES,
RELATING TO THE CONDITION OF THE AIRCRAFT, WHICH EXTEND BEYOND THE DESCRIPTION
OF THE AIRCRAFT. EXCEPT FOR WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT
AND/OR THE RELATED AIRCRAFT BILL OF SALE, SELLER DISCLAIMS ALL OTHER EXPRESS OR
IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER
INCLUDING MERCHANTABILITY AND FITNESS FOR USE. SHOULD ANY MANUFACTURERS'
WARRANTIES STILL BE IN EFFECT WITH RESPECT TO THE AIRCRAFT AND ITS COMPONENTS,
INCLUDING ENGINES (OTHER THAN WARRANTIES WHICH BY THEIR TERMS ARE
UNASSIGNABLE), SELLER WILL REASONABLY ASSIST PURCHASER TO MAINTAIN CONTINUITY
OF THE WARRANTIES FOR PURCHASER'S BENEFIT.

7.     SELLER shall not be liable for any failure of or delay in delivery of the
Aircraft for the period that such failure or delay is due to acts of God or the
public enemy; civil war, governmental priorities or allocations; strikes or
labor disputes; inability to obtain necessary materials, accessories, equipment
or parts from the manufacturers thereof; or any other cause beyond the SELLER's
reasonable control. SELLER agrees to notify PURCHASER promptly of the
occurrence of any such cause and to carry out this Purchase Agreement as
promptly as practical after such cause is terminated.

8.     This Purchase Agreement shall not be modified or amended except by an
instrument in writing signed by authorized representatives of the parties. All
notices and requests hereunder shall be in writing and shall be sent to the
addresses hereinabove set forth (or to such other address as may hereafter be
designated in writing).

9.     If after execution of this Agreement, either party shall default under
this Agreement, then either party shall have all rights provided under this
contract and pursuant to applicable law to seek recovery for damages. The
parties hereby reserve such rights and no part of this Agreement shall limit
those rights, except as specifically provided for herein.

10.     PURCHASER and SELLER warrant that the terms and coeditions of this
Purchase Agreement were fully read and understood and that they constitute the
entire Agreement between the parties.

11.     If any one or more provisions of this Purchase Agreement shall be found
to be illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

12.     This Purchase Agreement shall be binding upon and inure to the benefit
of the respective legal representatives and heirs of the individual parties, and
the respective successors and assigns of the corporate parties, except as
otherwise herein provided.

13.     The Parties hereto, appoint as its escrow agent, Insured Aircraft Title
Service, Oklahoma City, Oklahoma, and authorizes said agent to receive and hold
all deposits of money. Escrow agent is further authorized to, but is not
necessarily required to, receive and hold for filing on behalf of both Parties,
all applicable bills of sale, security agreements, applications for
registration, and related documents, until such time as the conditions,
covenants and agreements, expressed and implied, necessary to properly effect
the above-described aircraft transaction have been performed. Upon confirmation
that the provisions herein have been fully performed and satisfied, by noticed
from both Parties, escrow agent may, at the time of closing and delivery, file,
said documents for recording with the Federal Aviation Administration, and
further shall transfer all deposits to the SELLER. It is agreed that escrow
fees will be split equally between Purchaser and Seller.

14.     The parties hereto agree to cooperate with the other to ensure
completion of any and all requisite documents and/or filings in order to effect
the purpose of the transaction described herein.

15.     Additional Provisions:  NONE

16.     Transaction to be completed by October 13, 1999.

IN AGREEMENT WHEREOF, the parties hereto have caused this Purchase Agreement to
be executed by their authorized representatives.


WITNESS:                                THE QUIZNO'S CORPORATION
                                        --------------------------------
                                        PURCHASER

Nicole L. Johnson                       By:
                                        --------------------------------

                                        Date:Vice President/General Counsel

WITNESS:                                SACRAMENTO AVIATION MANAGEMENT CO.
                                        ---------------------------------
                                        SELLER

WITNESS:

___________________________             By:_____________________

                                        Date:  9/27/99




                               SACRAMENTO AVIATION
                                 MANAGEMENT CO.
                                 EXHIBIT "A" TO

                           AIRCRAFT PURCHASE AGREEMENT


                            1997 CESSNA CITATION JET
                          N67VW SERIAL NUMBER 525-0212


 TOTAL TIME AIRFRAME                 400 HOURS
 TOTAL TIME ENGINES                  L - 400 HOURS
                                     R - 400 HOURS
 EXTERIOR:

 INTERIOR: CHAMPAGNE AND SADDLE INTERIOR, GLOSS LAMINATE CABINETRY, LH FORWARD
           DELUXE BIRCH REFRESHMENT CENTER, RH & LH EXECUTIVE TABLES, AFT BIRCH
           DIVIDER WITH MIRROR ON FORWARD SIDE, AFT REMOVABLE CURTAIN, AFT
           BAGGAGE COMPARTMENT, LH AFT BELTED FLUSHING POTTY

 AVIONICS

 COM                       DUAL BENDIX/KING
 NAV                       DUAL BENDIX/KING
 DME                       DUAL BENDIX/KING
 ADF                       BENDIX/KING
 TRANSPONDER               BENDIX/KING
 RADAR                     2000 VP
 RADAR ALTIMETER           BENDIX/KING KRA-405
 L.R.N.                    GNS-X/LS WITH GPS

 AUTO PILOT/ FLIGHT DIRECTOR

 SPZ 5000 TWO TUBE EFIS FLIGHT DIRECTOR

 ADDITIONAL EQUIPMENT

 WOODWARD ENGINE SYNCHRONIZE         SHADIN AIR DATA COMPUTER
 50 CUBIC FOOT OXYGEN SYSTEM         44 AMP BATTERY
 CHIMES                              INDIRECT LIGHTING
 COCKPIT ASSIST HANDLE               NAVIGATION CHART CASE

            AIRCRAFT SUBJECT TO PRIOR SALE OR REMOVAL FROM THE MARKET
           ALL SPECIFICATIONS SUBJECT TO VERIFICATION UPON INSPECTION




                               SACRAMENTO AVIATION
                                 MANAGEMENT CO.

                                 EXHIBIT "B" TO

                           AIRCRAFT PURCHASE AGREEMENT



                                DELIVERY RECEIPT

Receipt is hereby acknowledged on behalf of THE QUIZNO' S CORPORATION of the
delivery to it by SACRAMENTO AVIATION MANAGEMENT C0. at 1:00 o'clock this 13th
day of October, 1999, at______________ , the following described Aircraft
together with the parts and equipment associated herewith, pursuant to the
Aircraft Purchase Agreement dated as of the 22ND day of SEPTEMBER, 1999 between
SACRAMENTO AVIATION MANAGEMENT C0. and THE QUIZNO'S CORPORATION and verification
that all conditions and provisions of said Purchase Agreement are complied with.


Aircraft Make 1997     CESSNA             Engine Make  WILLIAMS - ROLLS ROYCE

Aircraft Model         CITATION 525       Engine Model FJ44-IA

Aircraft Serial #      525-0212           Engine Serial# L- 1433

Aircraft Reg #         N67VW              Engine Serial# R- 1434


By:_______________________________                     Date:10/13/99


Title:  Chief Financial Officer