THIRD AMENDMENT TO VOTING TRUST AGREEMENT

THIS AGREEMENT is made and entered into this 1st day of September, 1999,
by and between Richard F. Schaden and Richard E. Schaden ("Shareholders"), as
shareholders of The Quizno's Corporation (the "Corporation"), and as joint
Trustees under the Voting Trust Agreement (the "Trustees").

                              W I T N E S S E T H:

     WHEREAS, the Shareholders and the Trustees are parties to a Voting Trust
Agreement dated July 14, 1994, as amended from time to time (the "Voting
Trust"); and

     WHEREAS, pursuant to the terms of the Voting Trust, the Shareholders
deposited, with the Trustees, an aggregate of 1,552,800 shares of the
Corporation's Common Stock; and

     WHEREAS, pursuant to the terms of the Voting Trust, the Shareholders
deposited an additional 9,200 shares of the Corporation's Common Stock and
146,000 shares of the Corporation's Class A Cumulative Convertible Preferred
Stock with the Trustees on November 4, 1994; and

     WHEREAS, the Shareholders on September 5, 1996 withdrew 8,666 shares of
the Corporation's Common Stock from the Voting Trust to make a gift of such
shares; and

     WHEREAS, the Shareholders on January 20, 1998 withdrew 6,000 shares of the
Corporation's Common Stock from the Voting Trust to make gifts of such
shares; and

     WHEREAS, the Trustees have consented to each such withdrawal.

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

     1. Section 5 of the Voting Trust is hereby amended, to add the following
sentence to such Section: "From time to time the Trustees may issue Restated
Trust Certificates in the form included in this Section with such changes and
modifications as may be necessary to reflect gifts, sales or other
dispositions of the shares deposited hereunder, or consolidations or
splitting up of outstanding stock certificates and to void all prior Trust
Certificates issued pursuant to the terms hereof."

     2. The number of shares of stock subject to the Voting Trust listed
adjacent to the signatures of the Shareholders on page 5, as amended from
time to time, of the Voting Trust is hereby deleted and the following
substituted therefore:



                                   NUMBER OF SHARES OF CORPORATION
SHAREHOLDERS                      SUBJECT TO VOTING TRUST AGREEMENT
------------                      ---------------------------------
                                  Common Stock        Class A Stock
                                  ------------        -------------

Richard F. Schaden                 773,667                73,000
Richard E. Schaden                 773,667                73,000




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.


                                          ----------------------
                                          RICHARD F. SCHADEN,
                                          SHAREHOLDER AND TRUSTEE



                                          ----------------------
                                          RICHARD E. SCHADEN,
                                          SHAREHOLDER AND TRUSTEE