VOTING AND DISPOSITION AGREEMENT



      VOTING AND  DISPOSITION  AGREEMENT  dated as of  November  5, 1997,  among
Mitchell Rubinson  ("Rubinson") and each of the purchasers (the "Purchasers") of
the  11%  Convertible   Senior   Subordinated   Discount  Notes  due  2007  (the
"Convertible   Notes")  of  International  Fast  Food  Corporation,   a  Florida
corporation ("IFFC"), listed on the signature pages hereto.

      WHEREAS, Rubinson is the Chairman of the Board, Chief Executive Officer,
President and principal shareholder of IFFC;

      WHEREAS,  IFFC is offering (the "Offering")  $27,536,000  aggregate stated
principal amount at maturity of Convertible Notes;

      WHEREAS,  the  execution  of this  Agreement  by  Rubinson  is a condition
precedent related to the Offering to the obligations of the Purchasers under the
Securities  Purchase  Agreements  related to the  Offering  dated as of the date
hereof between IFFC and each of the Purchasers;

      NOW, THEREFORE,  in consideration of $1.00 and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

      1.    VOTING OF SECURITIES.

            a. Rubinson  agrees that for so long as not less than  $6,894,250 in
principal  amount of the Convertible  Notes are  outstanding,  he shall vote any
voting  securities  now or hereafter  beneficially  owned by him in favor of one
individual  designated  to the Board of  Directors  of IFFC by the  holders of a
majority in principal amount of the Notes.

            b. Rubinson agrees to notify the holders of the Convertible Notes at
least 105 days prior to any election of  directors  of IFFC.  The holders of the
Convertible  Notes shall notify  Rubinson at least 90 days prior to any election
of directors as to the identity of such holders' designee.

      2.  DISPOSITION OF SECURITIES.  Rubinson agrees that for a period of three
years after the date hereof, he shall not sell, transfer or otherwise dispose of
any shares of capital stock of IFFC beneficially owned by him except as follows:

           a.  by will,  by the laws of descent and  distribution  or by gift to
      his spouse, lineal descendants, parents or siblings (or to a trust for the




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      benefit  of  any of the  foregoing),  PROVIDED,  HOWEVER,  that  any  such
      transferee  shall agree in writing to be bound by, and to comply with, all
      applicable  provisions  of this  Agreement  as a  successor  or  assign of
      Rubinson (a "Permitted Transferee");

            b.  subject to  paragraph  3 hereof,  in  amounts  not to exceed the
      volume permitted for sales by "affiliates"  under paragraph (e)(1) of Rule
      144 under the  Securities  Act of 1933,  as  amended,  PROVIDED,  that for
      purposes hereof,

                  i.  dispositions  by any  Permitted  Transferees  of  Rubinson
            pursuant to clause (a) above of shares of capital stock  transferred
            by Rubinson shall be aggregated with dispositions by Rubinson, and

                  ii. the number of shares that may be disposed of in any 90-day
            period  shall be increased  by the  aggregate  number of shares that
            could have been  disposed of in all prior 90-day  periods  hereunder
            and were not theretofore disposed of; and

            c. in compliance with paragraph 3 hereof.

The Company  agrees not to effect any transfer of shares of capital stock on its
books in violation of the provisions of this Agreement.  The parties acknowledge
that any  transfer or attempted  transfer in violation  hereof shall be null and
void AB INITIO and of no force and effect.

      3.    RIGHT OF CO-SALE.

            a.  If  Rubinson   (including,   for  this  purpose  any   Permitted
Transferee) proposes to sell, exchange,  pledge, transfer or in any other manner
dispose of 25% or more of the shares of Common  Stock held by Rubinson as of the
date  hereof in a single  transaction  or series of related  transactions,  then
Rubinson  shall give  written  notice (a "Notice of  Intention  to Sell") to the
Company  setting  forth in  reasonable  detail the terms and  conditions of such
proposed  transaction.  Upon receipt of such Notice of  Intention  to Sell,  the
Company shall promptly forward a copy thereof to each Purchaser.

            b. Each  Purchaser  shall have the right,  exercisable  upon written
notice to the Company  within  fifteen (15) days after  receipt of any Notice of
Intention to Sell, to participate  in the proposed  disposition of shares to the
proposed  purchaser  on the terms  and  conditions  set forth in such  Notice of
Intention to Sell.  Each  Purchaser may  participate  with respect to all or any
part of that  number of shares of  Common  Stock  which is equal to the  product




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obtained  by  multiplying  (i) the  aggregate  number of shares of Common  Stock
covered by the proposed  disposition by (ii) a fraction,  the numerator of which
is the number of shares of Common Stock at the time  beneficially  owned by such
Purchaser  and the  denominator  of which is the  aggregate  number of shares of
Common Stock then beneficially owned by Rubinson and the Purchasers.

            c. Each  Purchaser  participating  in the  proposed  disposition  (a
"Participating  Purchaser")  shall  deliver  to the  Company,  as agent for such
Participating  Purchaser,  for  transfer to the  proposed  acquiror  one or more
certificates,  properly  endorsed for transfer or  accompanied by stock transfer
powers duly endorsed for transfer, with all stock transfer taxes paid and stamps
affixed,  which  represent  the  number  of shares  of  Common  Stock  that such
Participating  Purchaser  elects to dispose of pursuant to this paragraph 3. The
consummation  of  such  proposed  disposition  shall  be  subject  to  the  sole
discretion  of  Rubinson,   who  shall  have  no  liability  whatsoever  to  any
Participating  Purchaser other than to obtain for such  Participating  Purchaser
the same terms and  conditions as those obtained by Rubinson as set forth in the
Notice of Intention to Sell or any amendment  thereof  communicated to the other
Participating Purchasers in the manner provided for in paragraph 3(a) above.

            d.  The  stock   certificate  or  certificates   delivered  by  each
Participating  Purchaser  to the  Company  pursuant to  paragraph  3(c) shall be
transferred by the Company to the acquiror in consummation of the disposition of
the Common  Stock  pursuant to the terms and  conditions  specified in paragraph
3(a) and the  Company  shall  promptly  thereafter  remit to such  Participating
Purchaser  that  portion  of the net  proceeds  of  disposition  to  which  such
Participating Purchaser is entitled by reason of such participation.

      4. RESTRICTIVE  LEGEND.  Each certificate  representing  shares of capital
stock of the Company held by Rubinson or any  Permitted  Transferee  pursuant to
paragraph 2(a) above, and each certificate  issued in exchange of or replacement
therefor,  shall  conspicuously bear the following legend until such time as the
shares represented thereby are no longer subject to the provisions hereof:

            "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE
            SUBJECT  TO THE TERMS  AND  CONDITIONS  OF A VOTING  AND
            DISPOSITION  AGREEMENT,  DATED AS OF  NOVEMBER  5, 1997,
            AMONG THE COMPANY AND THE OTHER PARTIES THERETO.  COPIES
            MAY BE  OBTAINED AT NO COST BY WRITTEN  REQUEST  MADE BY
            THE  HOLDER  OF  RECORD  OF  THIS   CERTIFICATE  TO  THE
            COMPANY."




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            The Company covenants that it shall keep a copy of this Agreement on
file at the  address  of its  principal  executive  offices  for the  purpose of
furnishing such copies.

      5.  AMENDMENTS  AND WAIVERS.  The  provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the provisions hereby may not be given, except with the prior written consent of
Rubinson  and  the  registered  holders  of  not  less  than a  majority  of the
then-outstanding Convertible Notes.

      6.  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK,  WITHOUT REGARD TO PRINCIPLES
OF  CONFLICTS  OF LAW.  EACH OF THE  PARTIES  HERETO  AGREES  TO  SUBMIT  TO THE
JURISDICTION  OF ANY STATE OR FEDERAL COURT LOCATED IN THE SOUTHERN  DISTRICT OF
THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

      7. FURTHER  ASSURANCES.  The parties agree to execute and deliver all such
further  documents and  agreements and take such other and further action as may
be  necessary  or  appropriate  to carry  out the  purposes  and  intent of this
Agreement.

      8.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

      9.  SEVERABILITY.  In case any one of more of the provisions  contained in
this  Agreement or in any instrument  contemplated  hereby,  or any  application
thereof,  shall  be  invalid,  illegal  or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein and therein, and any other application  thereof,  shall not in any way be
affected or impaired thereby.

      10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
to the extent set forth herein.




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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the date first above written.

                         INTERNATIONAL FAST FOOD CORPORATION

                         By:  /s/ Mitchell Rubininson
                            ---------------------------------------
                              Name:  Mitchell Rubininson
                              Title: President


Purchaser:  NORTHSTAR HIGH TOTAL RETURN FUND


By: /s/ Michael A. Graves 
   -------------------------------------
    Name:   Michael A. Graves
    Title:  Vice President


Purchaser:  NORTHSTAR HIGH TOTAL RETURN FUND II


By: /s/ Michael A. Graves 
   -------------------------------------
    Name:   Michael A. Graves
    Title:  Vice President


Purchaser:  NORTHSTAR BALANCE SHEET OPPORTUNITIES FUND


By: /s/ Michael A. Graves 
   -------------------------------------
    Name:   Michael A. Graves
    Title:  Vice President


Purchaser:  BANKAMERICA INVESTMENT CORP.


By: /s/ Mike Hornig
   -------------------------------------
    Name:   Mike Hornig
    Title:  Assistant Controller


Purchaser:  LEGG MASON INCOME TRUST, INC.


By: /s/ Trudie D. Whitehead 
   -------------------------------------
    Name:   Trudie D. Whitehead
    Title:  Portfolio Manager

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