PROMISSORY NOTE
                                 ---------------
$2,198,494.23                                      Date:  As of March 11, 1997

      FOR  VALUE  RECEIVED,  INTERNATIONAL  FAST  FOOD  CORPORATION,  a  Florida
Corporation  ("Borrower")  promises to pay to the order of  LITIGATION  FUNDING,
INC., a Florida  Corporation  ("Lender"),  the  principal sum of two million one
hundred ninety-eight  thousand four hundred ninety four and 23/100 United States
Dollars (US  $2,198,494.23),  with interest on the unpaid principal balance,  as
provided below. Borrower further agrees as follows:

1.    INTEREST. Borrower shall pay interest on the outstanding principal balance
of this Note from the date of this Note until maturity at a per annum rate equal
to one  percent  (1%) above the Prime Rate (as  hereafter  defined).  The "Prime
Rate" for purposes hereof shall be that floating rate of interest  designated as
the prime rate and quoted daily in the Wall Street  Journal  (Eastern  Edition),
provided  that if more than one such rate is quoted,  then the highest such rate
shall  be  applicable.  In  the  event  the  Wall  Street  Journal  discontinues
publishing  the Prime  Rate,  then the Prime Rate shall mean the  interest  rate
announced  from time to time by Citibank,  N.A., New York, New York as its prime
rate.  Except as may be otherwise  provided  herein,  any change in the interest
rate  hereunder  resulting from a change in the Prime Rate shall be effective on
and as of the day the Prime Rate changes.

2.    PRINCIPAL  AND INTEREST  PAYMENTS.  Beginning on July 1, 1997,  and on the
first day of each succeeding  calendar quarter,  Borrower shall pay all interest
accrued  through  each such  payment  date to the Lender.  On December 31, 1998,
Borrower  shall pay Lender the entire unpaid  principal  balance and all accrued
and unpaid interest.

3.    PREPAYMENT.  This  Note  may be  prepaid  in full  or in part at any  time
without  penalty.  Any such partial  prepayment  shall be applied  first against
accrued interest and then against the outstanding principal balance.

4.    LATE CHARGES.  Borrower  shall pay to Lender on demand a late charge equal
to 5 percent of the amount of any  payment  hereunder  that is not  received  by
Lender within 15 days after it is due.

5.    PLACE AND MANNER OF PAYMENT.  Payments of interest and of principal  shall
be payable  in lawful  money of the United  States of  America  and  immediately
available  funds at 40 Star Island,  Miami Beach,  Florida  33139 (or such other
place as Lender may designate), without setoff, counterclaim or deduction of any
kind. If a payment to be made  hereunder is stated to be due on a day other than
a Business Day, such payment shall be made on the next succeeding  Business Day,
and such extension of time shall in such case be included in the  computation of
interest.  As used  herein,  "Business  Day" means a  calendar  day other than a
Saturday,  a Sunday,  or a legal  holiday  on which  most  banks are  closed for
business in the State of Florida.

6.    USURY  NEGATION.  Nothing  herein  shall be  construed or operate so as to
require  Borrower to pay  interest  hereunder  in an amount or at a rate greater
than the maximum allowed by applicable law. Should any interest or other charges
paid hereunder result in the computation or earning of interest in excess of the
maximum rate or amount of interest which is permitted under applicable law, then
any and all such  excess  interest  shall be (and the same  hereby is) waived by

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Lender,  and the amount of such excess shall be automatically  credited against,
and be deemed to have been  payments in  reduction  of, the  principal  then due
hereunder,  and any portion of such excess which exceeds the principal  then due
hereunder shall be paid by Lender to Borrower.

7.    EVENTS OF  DEFAULT.  Any of the  following  shall  constitute  an Event of
Default  hereunder:  (a)  failure  by  Borrower  to pay any  interest  hereon or
principal  hereof  when due or  within  five days  thereafter;  (b)  failure  of
Borrower  to perform or observe any  agreement  contained  herein  (other than a
failure  referred  to in  clause  (a) of  this  paragraph)  or in  the  Security
Agreement (as defined  herein)  securing this Note and the  continuance  of such
failure for 15 days after notice  thereof to Borrower  from Lender or any breach
of warranty  contained herein or therein;  (c) the  dissolution,  termination of
existence,  insolvency,  or business  failure of Borrower,  the appointment of a
receiver of any part of the property of Borrower,  an assignment for the benefit
of creditors by or  commencement  of any proceedings in bankruptcy or insolvency
by or against  Borrower;  (d) the entry of a judgment against Borrower in excess
of  $50,000  which  remains  unsatisfied  for 30 days;  (e) the  issuing  of any
attachment  or  garnishment,  or the filing of any lien  against any property of
Borrower,  which is not  removed  within  30 days  after the date  thereof;  (f)
Lender's  determination  or belief that it is  insecure or that the  prospect of
payment  hereunder is impaired;  or (g) the issuance of any  additional  capital
stock or other securities by the Borrower.

8.    REMEDIES.  Upon  and at any  time  after  the  occurrence  of an  Event of
Default,  this Note  shall,  at  Lender's  option,  become  immediately  due and
payable,  without notice or demand. No failure by Lender to exercise such option
upon the  occurrence  of any Event of Default shall affect its right to exercise
it upon the  subsequent  occurrence of an Event of Default.  Borrower  shall pay
Lender, on demand, all costs and expenses (including reasonable counsel fees and
expenses,  including those at the appellate level and in bankruptcy proceedings)
in connection with the enforcement of this Note, whether suit be brought or not.

9.    DEFAULT  INTEREST  RATE.  After  the  maturity  date or  after an Event of
Default,  the principal amount  outstanding,  and all accrued interest  thereon,
shall thereafter bear interest at the Default Rate. "Default Rate" shall meet an
interest rate equal to the lesser of (a) 18%, or (b) the highest rate  permitted
under applicable law.

10.   WAIVERS. Presentment, notice of dishonor, and protest are hereby waived by
Borrower and all  sureties,  guarantors  and endorsers  hereof.  Each such party
hereby agrees to all  modifications,  renewals,  and any number of extensions of
time for payment of, this Note,  release of other persons or entities  obligated
under this Note and release of any security for this Note,  all without  notice,
and that any such activities shall not release any of such parties not expressly
released in writing.

11.   SECURITY.  Payment of this note is secured by a security  interest granted
by  Borrower  to  Lender  pursuant  to that  certain  agreement  by and  between
Borrower, Lender, and International Fast Food Polska Sp. Zo.o dated as of May 9,
1997.

12.   GOVERNING  LAW. This Note shall be governed by and construed in accordance
with the law of the State of Florida.

13.   JURISDICTION.  Borrower  irrevocably  agrees that any action or proceeding
arising  hereunder or relating hereto that is brought by Borrower shall be tried

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<PAGE>

by the Courts of the State of Florida  sitting  in Dade  County,  Florida or the
United States District Courts sitting there.  Borrower  irrevocably  submits, in
any such action or proceeding  that is brought by Lender,  to the  non-exclusive
jurisdiction  of each such  court  and  irrevocably  waives  the  defense  of an
inconvenient forum with respect to any such action or proceeding.


14.   NOTICES.  Whenever  any party  hereto  shall desire to, or be required to,
give or serve any notice, demand, request, further communication with respect to
this  Note,  each such  notice,  demand,  request or  communication  shall be in
writing  and  should be  effective  only if the same is  delivered  by  personal
service (including,  without limitation,  courier or express service), or mailed
certified or registered mail, postage prepaid, Return Receipt Requested, or sent
by telegram to the parties at the  following  addresses:  if to  Borrower,  1000
Lincoln  Road,  Suite 200,  Miami  Beach,  FL 33139;  and if to Lender,  40 Star
Island,  Miami  Beach,  Florida  33139.  Notices  delivered  personally  will be
effective  upon  delivery to an  authorized  representative  of the party at the
designated address; notices sent by mail in accordance with the above paragraph,
will  be  effective  upon  execution  by the  addressee  of the  Return  Receipt
Requested.

15.   WAIVER  OF  JURY  TRIAL.   BORROWER  HEREBY   KNOWINGLY   VOLUNTARILY  AND
INTENTIONALLY  WAIVES  ANY  AND ALL  RIGHTS  IT MAY  HAVE TO A TRIAL  BY JURY IN
RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, CROSS CLAIMS
OR THIRD PARTY CLAIMS)  ARISING OUT OF, UNDER,  OR IN CONNECTION WITH THIS NOTE,
THE SECURITY AGREEMENT,  OR THE LOAN EVIDENCED HEREBY. BORROWER HEREBY CERTIFIES
THAT NO  REPRESENTATIVE  OR AGENT OF LENDER OR LENDER'S COUNSEL HAS REPRESENTED,
EXPRESSLY OR OTHERWISE,  THAT LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION,
SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  THIS PROVISION IS
A MATERIAL INDUCEMENT TO LENDER TO MAKE THE LOAN EVIDENCED HEREBY. INTERNATIONAL
FAST FOOD CORPORATION

                                          By:  ________________________________






















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