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                      INTERNATIONAL FAST FOOD CORPORATION

                               _______________



                         SECURITIES PURCHASE AGREEMENT


                         Dated as of November 5, 1997


                               _______________



            $27,536,000 Aggregate Stated Principal Amount at Maturity

           11% Convertible Senior Subordinated Discount Notes due 2007




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                       INTERNATIONAL FAST FOOD CORPORATION
                                1000 Lincoln Road
                                    Suite 200
                           Miami Beach, Florida 33139


                          SECURITIES PURCHASE AGREEMENT

                                                            New York, New York
                                                        as of November 5, 1997

TO THE PURCHASER WHOSE NAME
APPEARS IN THE ACCEPTANCE
FORM ON THE SIGNATURE PAGE HEREOF

Ladies and Gentlemen:

            INTERNATIONAL  FAST FOOD  CORPORATION,  a Florida  corporation  (the
"COMPANY"), hereby agrees with you as follows:

            ss.1.    ISSUANCE OF NOTES.

            ss.1.1  AUTHORIZATION.  The Company has duly authorized the issuance
of $27,536,000  aggregate stated principal amount at maturity of 11% Convertible
Senior  Subordinated   Discount  Notes  due  2007  (the  "CONVERTIBLE   NOTES"),
convertible into shares (the "CONVERSION SHARES") of the Company's common stock,
par value $.01 per share (the "COMMON STOCK").  The Convertible  Notes are to be
issued pursuant to the provisions of the Indenture to be dated as of November 5,
1997, between the Company and Marine Midland Bank, as Trustee (the "INDENTURE"),
and the Securities  Purchase  Agreements  between the Company and each purchaser
(the "PURCHASERS") of Convertible Notes (the "SECURITIES PURCHASE  AGREEMENTS").
The number of  Conversion  Shares  issuable upon  conversion of the  Convertible
Notes is equal to the  Accreted  Value  (as  defined  in the  Indenture)  of the
Convertible  Notes being converted (on the date of conversion)  divided by $.70,
subject to adjustment in certain events (the  "CONVERSION  RATIO").  Capitalized
terms used but not defined  herein shall have the meanings  ascribed  thereto in
the Indenture.

            ss.1.2  PURCHASE AND SALE OF NOTES;  THE CLOSING.  The Company shall
sell to you and, subject to the terms and conditions  hereof, you shall purchase
from the Company,  Convertible Notes in the aggregate principal amount set forth
on Schedule A to this  Agreement,  at a purchase  price equal to 72.633% of such




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principal  amount.  The closing of such purchase shall be held at 9:30 A.M., New
York City time,  on  November  5, 1997 (the  "CLOSING  DATE"),  at the office of
Winston & Strawn,  200 Park  Avenue,  New York,  New York 10166.  On the Closing
Date, the Company will deliver to you one or more Convertible Notes,  registered
in your name or in the name of your nominee, in any denominations  (multiples of
$1,000),  in the aggregate  principal  amount to be purchased by you, all as you
may specify by timely  notice to the Company (or, in the absence of such notice,
one  Convertible  Note  registered  in your name),  duly  executed and dated the
Closing Date,  against payment of such purchase  price,  by check  (cashier's or
certified),  or money order payable to: "International Fast Food Corporation" or
by wire  transfer of  immediately  available  funds to an account  designated in
writing by the Company or BT Alex. Brown Incorporated (the "PLACEMENT AGENT").

            ss.2.  REPRESENTATIONS  OF THE COMPANY.  The Company  represents and
warrants to you as follows:

            ss.2.1 The Memorandum  (as defined  below)  complies in all respects
with the applicable  requirements of the Securities Act of 1933, as amended (the
"1933  ACT")  and  the  applicable   rules  and   regulations   thereunder  (the
"REGULATIONS"),  including  Regulation D  thereunder.  The  Memorandum  does not
contain,  nor did the Memorandum  contain when provided to any  Purchasers,  any
untrue  statement  of a  material  fact,  or omit to  state  any  material  fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made,  not  misleading.  Since the date of the  Memorandum
through  the date  hereof,  no event  has  occurred  as a result  of which it is
necessary to amend or supplement the Memorandum in order to include any material
fact  not  previously  included  therein  or to make the  statements  previously
included therein,  in the light of the  circumstances  under which such previous
statements were made, not misleading.  The financial projections included in the
Memorandum or attached  hereto as Schedule B are based on  information  that the
Company  believes to be accurate and assumptions that the Company believes to be
reasonable  (both as of the date of such  projections and as of the date hereof)
and were  calculated  in a manner  that is  mathematically  accurate.  Except as
provided  in  the  immediately   preceding   sentence,   the  Company  makes  no
representations  or warranties with respect to such financial  projections.  For
purposes hereof,  "MEMORANDUM" shall mean the Preliminary  Confidential  Private
Placement  Memorandum  relating to the  offering of the  Convertible  Notes (the
"OFFERING")  dated  September  19,  1997,  including  the exhibits  thereto,  as
amended,   modified  or  supplemented  by  the  Confidential  Private  Placement
Memorandum  relating to the  Offering  dated  October 31,  1997,  including  the
exhibits thereto.

            ss.2.2 Assuming the accuracy of the  representations  and warranties
of each of the  Purchasers in the Securities Purchase Agreements, including your



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representations  and warranties herein,  the offer,  issue, sale and delivery of
the Convertible Notes under the circumstances contemplated by the Memorandum and
the Securities  Purchase Agreements  constitute exempted  transactions under the
registration provisions of the 1933 Act and the Regulations. Neither the Company
nor any of its  Affiliates  (as defined in Rule 501(b) of Regulation D under the
1933 Act) has  directly,  or through  any  agent,  (i) sold,  offered  for sale,
solicited  offers to buy or  otherwise  negotiated  in respect  of, and will not
sell,  offer for sale,  solicit offers to buy or otherwise  negotiate in respect
of, any "security"  (as defined in the 1933 Act) which could be integrated  with
the  sale  of  the  Convertible  Notes  in  a  manner  that  would  require  the
registration  under the 1933 Act of the Convertible Notes or (ii) engaged in any
form of general  solicitation or general advertising (as those terms are used in
Regulation  D under  the  1933  Act) in  connection  with  the  offering  of the
Convertible  Notes or in any  manner  involving  a public  offering  within  the
meaning of Section 4(2) of the 1933 Act.

            ss.2.3 Each of the Company and each of its  Subsidiaries (as defined
below) is a corporation  duly organized,  validly  existing and in good standing
under the laws of its state of  incorporation.  Each of the  Company and each of
its  Subsidiaries  has full  corporate  power and  authority  to conduct all the
activities  conducted by it, to own or lease all the properties and assets owned
or leased by it and to conduct its business as described in the Memorandum. Each
of the Company and each of its  Subsidiaries is duly licensed or qualified to do
business and is in good standing as a foreign  corporation in all  jurisdictions
(foreign and domestic) in which the nature of the activities  conducted by it or
the  character  of the  assets  owned or  leased  by it makes  such  license  or
qualification  necessary,  except for such  failures to be so qualified as could
not,  individually  or in the aggregate,  have a material  adverse effect on the
Company  and its  Subsidiaries  taken as a whole.  Except  as  described  in the
Memorandum,  the  Company  does not own,  directly  or  indirectly,  any  Equity
Interest (as defined  below) or long-term  debt  securities of any  corporation,
firm,  partnership,  joint venture,  association or other entity or person.  For
purposes  hereof,  (a) a "SUBSIDIARY" of any person means (i) a person or entity
more than 50% of the combined voting power of the outstanding  Equity  Interests
of which are owned,  directly  or  indirectly,  by such person or by one or more
other  Subsidiaries  of such  person or by such person or entity and one or more
Subsidiaries  thereof,  or (ii) any other person or entity in which such person,
or one or more other  Subsidiaries of such person or such person and one or more
other Subsidiaries thereof, directly or indirectly,  has the power to direct the
policies, management and affairs thereof and (b) "Equity Interest" of any person
means any and all shares,  interests,  rights to  purchase,  warrants,  options,
participations  or other  equivalents  of or interests  in (however  designated)
corporate stock or other equity participations, including partnership interests,
whether general or limited,  of such person.  Complete and correct copies of the
certificate   of   incorporation   and  of  the   by-laws  of  the  Company  and
organizational  documents of each of its Subsidiaries and all amendments thereto
have been delivered to the Purchasers or their counsel.



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            ss.2.4 (As of September 30, 1997, (i) the  authorized  capital stock
of the Company  consisted of  100,000,000  shares of Common Stock and  1,000,000
shares of preferred stock, par value $.01 per share (the "PREFERRED STOCK"), and
(ii) the outstanding capital stock of the Company consisted of 43,591,382 shares
of Common Stock and 33,450  shares of Series A Preferred  Stock,  par value $.01
per share (the "SERIES A PREFERRED  STOCK").  An additional  3,779,928 shares of
Common  Stock are  reserved  for issuance  upon the  conversion  of  outstanding
convertible securities and the exercise of outstanding options and warrants. The
outstanding  shares of Common Stock and Series A Preferred  Stock have been duly
authorized and validly issued and are fully paid and non-assessable and have not
been issued  subject to and are not owned or held in violation of any preemptive
or similar right. The descriptions in the Memorandum of the Common Stock and the
Preferred  Stock  (including  the Series A  Preferred  Stock) are  complete  and
accurate in all  material  respects.  Without  limiting  the  generality  of the
foregoing, other than as described in the Memorandum,  there are no restrictions
on the voting or transfer of the Common Stock and the Preferred Stock.

                   (b) The Company owns and, at the Closing Date will own,  100%
of the Equity Interests of Krolewska Pizza Sp.zo.o,  a Polish limited  liability
company ("KP") and Pizza King Polska Sp.zo.o  ("PKP") and 85% of the outstanding
Equity  Interests of  International  Fast Food Polska Sp.zo.o,  a Polish limited
liability  company  ("IFFP").  All of the Equity  Interests  owned,  directly or
indirectly,  by the  Company  in each of its  Subsidiaries  have  been  duly and
validly authorized and issued and are fully paid and non-assessable, and, except
as described  in the  Memorandum,  are free and clear of any security  interest,
claim, lien, encumbrance, equities and claims or restrictions on transferability
or voting.  There are no (i) options,  warrants or other rights to purchase from
any  Subsidiary  of the Company,  (ii)  agreements or other  obligations  of any
Subsidiary  of the  Company  to issue or  (iii)  other  rights  to  convert  any
obligation  into,  or exchange  any  securities  for,  Equity  Interests  in any
Subsidiary of the Company.

                        (c) Except as set forth in the  Memorandum,  there is no
commitment,  plan or arrangement to issue, and there are no outstanding  options
to purchase,  or any rights or warrants to subscribe  for, or any  securities or
obligations convertible into, or any contracts or commitments to offer, issue or
sell, or any preemptive or similar rights to acquire, any shares of Common Stock
or any such options,  rights,  warrants,  convertible securities or obligations.
The Company has duly  reserved for issuance  upon exercise or conversion of such
options,  rights,  warrants,  convertible securities or obligations a sufficient
number of shares of Common Stock. The Company has no obligation to repurchase or
redeem any shares of Common Stock or Preferred Stock.



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            ss.2.5  The  Indenture  has  been  duly  authorized,   executed  and
delivered by, and is a valid and binding agreement of, the Company,  enforceable
in accordance with its terms except as the enforceability thereof may be limited
by (i)  bankruptcy,  insolvency  or similar  laws  affecting  creditors'  rights
generally and (ii) general  principles of equity and the discretion of the court
before which any proceeding with respect thereto may be brought.

            ss.2.6 The Convertible  Notes have been duly and validly  authorized
by the Company  and,  when  executed by the  Company  and  authenticated  by the
Trustee in accordance  with the provisions of the Indenture,  and when delivered
to and paid for by the Purchasers in accordance with the terms of the Securities
Purchase Agreements, will have been duly executed, issued and delivered and will
constitute the valid and legally binding obligations of the Company, entitled to
the benefits of the Indenture and enforceable  against the Company in accordance
with  their  terms,  except as the  enforcement  thereof  may be  limited by (i)
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) general  principles of equity and the  discretion of the court before which
any proceeding with respect thereto may be brought.

            ss.2.7 The  Conversion  Shares have been duly  authorized  and, when
issued upon conversion (including mandatory conversion) of the Convertible Notes
in accordance with the terms of such Convertible  Notes and the Indenture,  will
be validly issued,  fully paid and  nonassessable and will not be subject to any
preemptive  rights or similar  rights.  The Company has duly reserved,  and will
continue  to  reserve,  so long as any  Convertible  Notes  are  outstanding,  a
sufficient  number of shares of Common Stock for issuance upon conversion of the
Convertible Notes. As of the date hereof, the Conversion Shares represent 37.38%
of the Common  Stock on a  fully-diluted  basis  (taking into account all shares
issuable  upon  exercise of  outstanding  warrants,  options and other rights to
purchase  Common Stock and the conversion of the Series A Preferred  Stock) and,
on  a  fully-accreted  basis,   represent  45.14%  of  the  Common  Stock  on  a
fully-diluted basis.

            ss.2.8  The   balance   sheets   and   statements   of   operations,
stockholders'  equity and cash flows included in the Memorandum are complete and
correct in all material  respects and present  fairly the results of  operations
and financial  position of the Company and its Subsidiaries at the times and for
the  periods  presented  therein in  conformity  with  United  States  generally
accepted  accounting  principles  ("GAAP")  consistently  applied throughout the
periods involved (except as otherwise noted therein). There has been no material




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change in the results of operations or financial position of the Company and its
Subsidiaries since the date of the most recent financial  statements included in
the Memorandum,  except as described in the Memorandum,  and nothing has come to
the  attention of the  management  of the Company that would  indicate that such
financial  statements  were not  true and  correct  as of the  respective  dates
thereof or that the Company's  consolidated  financial  statements as of and for
the year ending December 31, 1997 will require any material year-end adjustments
not reflected or reserved for in such  financial  statements.  Since the date of
the  Memorandum,  except as incurred in the  ordinary  course of  business,  the
Company has not incurred any material liabilities of any kind or nature, whether
accrued,  absolute,  contingent or otherwise,  asserted or unasserted,  known or
unknown, and, to the best knowledge of the Company, there exists no set of facts
or circumstances that should reasonably be anticipated to form the basis for any
such material liabilities.

            ss.2.9 Subsequent to the respective dates as of which information is
given  in  the  Memorandum,  except  as  set  forth  in or  contemplated  by the
Memorandum,  (a) neither the Company nor any of its  Subsidiaries  has sustained
any material loss or interference with its business from fire, explosion,  flood
or other  calamity,  whether  or not  covered  by  insurance,  or from any labor
dispute or court or governmental action, order or decree, (b) there has not been
any  change in the  capitalization  or  long-term  debt of the  Company  and its
Subsidiaries  or any materially  adverse change or any  development  involving a
prospective materially adverse change, in or affecting the business, properties,
business prospects,  condition (financial or otherwise) or results of operations
of the Company and its  Subsidiaries,  (c) the Company has not issued or granted
any  security  other  than  upon  the  conversion  of  outstanding   convertible
securities or the exercise of outstanding  options or warrants,  (d) neither the
Company nor any of its  Subsidiaries  has incurred any material  liabilities  or
obligations,  direct  or  contingent,  nor  has it  entered  into  any  material
transactions other than pursuant to this Agreement and the transactions referred
to herein,  (e) the  Company  has not paid or declared  any  dividends  or other
distributions of any kind on any class of its capital stock, (f) the Company and
its Subsidiaries  have not entered any agreement,  loan or other  transaction or
arrangement with any director or executive  officer of the Company or any of its
Subsidiaries  or with  any  holder  of 5% or more of the  Company's  outstanding
Common Stock or Series A Preferred  Stock,  (g) the Company and its Subsidiaries
have not acquired or disposed of any assets,  except in the  ordinary  course of
business  and  consistent  with  past  practice,  and  (h) the  Company  and its
Subsidiaries have not waived any valuable rights or claims.

            ss.2.10 The Company is not, and after  giving  effect to the sale of
the  Convertible  Notes will not be, an  "investment  company" or an "affiliated
person" of, or a  "promoter"  or  "principal  underwriter"  for, an  "investment
company," as such terms are defined in the  Investment  Company Act of 1940,  as




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amended (the "INVESTMENT  COMPANY ACT"). The Company will conduct its operations
in a manner that will not subject it to  registration  as an investment  company
under  the  Investment  Company  Act,  and this  transaction  will not cause the
Company  to become an  investment  company  subject  to  registration  under the
Investment Company Act.

            ss.2.11 Except as set forth in the Memorandum, there are no actions,
suits or  proceedings  pending or, to the  knowledge of the Company,  threatened
against or affecting  the Company or any of its  Subsidiaries  or the  business,
properties, business prospects, condition (financial or otherwise) or results of
operations  of the  Company  or any of its  Subsidiaries  or any of its or their
officers  or  directors  in their  capacity  as such,  before  or by any  court,
commission,  regulatory body,  administrative agency or other governmental body,
domestic or foreign,  wherein an unfavorable  ruling,  decision or finding could
materially and adversely  affect the Company or any of its  Subsidiaries  or the
business, properties,  business prospects, condition (financial or otherwise) or
results of  operations of the Company or any of its  Subsidiaries.  There are no
existing judgments, orders or decrees against or affecting the Company or any of
its  Subsidiaries or any of its or their officers or directors in their capacity
as such which could have a material and adverse  effect on the Company or any of
its  Subsidiaries or the business,  properties,  business  prospects,  condition
(financial  or  otherwise) or results of operations of the Company or any of its
Subsidiaries,  nor is the  Company  or any of its  Subsidiaries  subject  to any
remedial  obligations under any federal,  state, local or foreign  environmental
law.

            ss.2.12 Each of the Company and each of its Subsidiaries has (a) all
foreign  and  domestic  governmental  licenses,   permits,   consents,   orders,
approvals, authorizations and certificates necessary to carry on its business as
described  in the  Memorandum  (except for those which the failure to have would
not, individually or in the aggregate, reasonably be expected to have a material
adverse  effect on the  Company  and its  Subsidiaries,  taken as a whole),  (b)
complied  in all  material  respects  with  all  laws,  regulations  and  orders
applicable to it or its business and (c) except for the  non-payment  of certain
dividends  accruing  on its  Preferred  Stock as  described  in the  Memorandum,
performed  all its  obligations  required to be  performed  by it, and is not in
default,  under  any  material  contract,  agreement,  lease,  license  or other
instrument to which it is a party or by which it is bound. To the best knowledge
of the Company,  no other party under any material contract,  agreement,  lease,
license or other instrument to which the Company or any of its Subsidiaries is a
party is in default  in any  material  respect  thereunder.  Each such  license,
permit, consent, order, approval,  authorization and certificate is valid and in
full force and effect, and there is no proceeding pending,  or, to the knowledge
of the Company,  threatened  which might lead to the revocation,  termination or
suspension of any such license, permit, consent, order, approval,  authorization
or certificate.  Neither the Company nor any of its Subsidiaries is in violation
of any  provision  of its  Certificate  of  Incorporation  or  By-laws  or other
organizational documents.



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            ss.2.13  Other than the filing of one or more notices on Form D (the
"FORM D") with the Securities and Exchange  Commission (the  "COMMISSION"),  and
other than as contemplated by the  Registration  Rights  Agreement,  no consent,
approval,  authorization  or order of, or any filing or  declaration  with,  any
court or governmental  agency or body is required by or on behalf of the Company
or  any  of  its  Subsidiaries  for  the  consummation  by  the  Company  of the
transactions contemplated by this Agreement.

            ss.2.14 The Company has full corporate power and authority to effect
the  Offering and the  issuance of the  Convertible  Notes and to enter into the
Securities  Purchase  Agreements,  the  Indenture  and the  Registration  Rights
Agreement (collectively,  the "TRANSACTION DOCUMENTS").  Each of the Transaction
Documents  has been duly  authorized  and,  when  executed and  delivered by the
Company,   will  constitute  a  valid  and  binding  agreement  of  the  Company
enforceable  against the  Company in  accordance  with its terms,  except as the
enforceability  thereof may be limited by (i) bankruptcy,  insolvency or similar
laws affecting creditors' rights generally and (ii) general principles of equity
and the discretion of the court before which any proceeding with respect thereto
may be brought.  When executed and delivered,  the Registration Rights Agreement
and the  Indenture  will  conform in all material  respects to the  descriptions
thereof in the  Memorandum.  The  performance by the Company of its  obligations
under the Securities  Purchase  Agreements,  the Indenture and the  Registration
Rights Agreement and the consummation of the  transactions  contemplated  hereby
and thereby will not result in the creation or imposition of any lien, charge or
encumbrance  upon any of the assets of the  Company  or any of its  Subsidiaries
pursuant to the  provisions of, or result in a breach or violation of any of the
provisions  of,  constitute a default  under,  conflict  with,  or result in the
acceleration  of any  obligation  under,  the  Certificate of  Incorporation  or
By-laws  or  other  organizational  documents  of  the  Company  or  any  of its
Subsidiaries,  any  contract  or  agreement  pursuant  to which the  Company  is
committed to issue,  sell or repurchase,  or offer to issue, sell or repurchase,
any shares of Common Stock or other  securities of the Company,  any contract or
agreement  pursuant  to which  the  Company  is, or may be,  required  to file a
registration statement under the 1933 Act in connection with the public offering
of shares of Common  Stock or other  securities  of the  Company,  any  statute,
judgment,  ruling,  decree,  order,  rule or  regulation  of any  court or other
governmental  agency or body  applicable  to the business or  properties  of the
Company or any of its Subsidiaries,  or any indenture,  mortgage, deed of trust,
voting trust agreement, loan agreement, bond, debenture, note agreement or other
evidence of  indebtedness,  lease,  contract or other agreement or instrument to




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which the Company or any of its  Subsidiaries is a party or by which the Company
or any of its Subsidiaries or its or their properties is bound or affected.

            ss.2.15  Each of the Company and each of its  Subsidiaries  has good
and marketable  title in fee simple to all real property and good and marketable
title to all material personal property owned by it, in each case free and clear
of all liens,  encumbrances  and  defects,  except such as are  described in the
Memorandum or such as do not materially affect the value of such property and do
not  materially  interfere  with the use made  and  proposed  to be made of such
property by the Company or such Subsidiary.  Each of the Company and each of its
Subsidiaries  has  valid,   subsisting  and  enforceable  leases  for  the  real
properties  described in the Memorandum as leased by it, with such exceptions as
are not material and do not materially  interfere with the use made and proposed
to be made of such  properties  by the Company or such  Subsidiary.  Each of the
Company and each of its Subsidiaries enjoys peaceful and undisturbed  possession
under all leases under which it is operating.

            ss.2.16 The Company and each of its  Subsidiaries  owns or possesses
adequate licenses or other rights to use all patents, patent rights, inventions,
trademarks, service marks, trade names, copyrights and know-how (including trade
secrets and other  unpatented  and/or  unpatentable  proprietary or confidential
information,  systems or  procedures)  (collectively,  "INTELLECTUAL  PROPERTY")
presently  employed by it in  connection  with, or necessary for the conduct of,
the  businesses  now or  proposed  to be  conducted  by it as  described  in the
Memorandum,  except  where  the  failure  to own or  possess  such  Intellectual
Property  would not have a material  adverse effect on the Company or any of its
Subsidiaries;  and none of the Company or any of its  Subsidiaries  has received
any  notice  of  infringement  of  or  conflict  with  (or  knows  of  any  such
infringement  of or conflict with) asserted rights of others with respect to any
patents,  trademarks,  service marks, trade names, copyrights or know-how which,
if such assertion of infringement or conflict were sustained, individually or in
the aggregate, would have a material adverse effect on the Company or any of its
Subsidiaries.  To the  knowledge  of the Company,  the use of such  Intellectual
Property in connection  with the business and  operations of the Company and the
its Subsidiaries does not infringe on the rights of any other person.

            ss.2.17 There is no document, agreement,  instrument, lease, license
or contract of a character  required to be described in the  Memorandum or to be
included as an exhibit to the  Memorandum (in each case, as if it were part of a
registration  statement  under  the  Securities  Act)  or  otherwise  to be made
available to any prospective  Purchaser  which has not been properly  described,
included or made  available  as required.  All  material  contracts to which the
Company  or any of its  Subsidiaries  is a  party  have  been  duly  authorized,
executed and delivered by the Company or the applicable  Subsidiary,  constitute




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valid and binding agreements of the Company or the applicable Subsidiary and are
enforceable against the Company or the applicable  Subsidiary in accordance with
the terms thereof,  subject to bankruptcy,  insolvency or similar laws affecting
creditors  rights  generally  and  to  general  principles  of  equity  and  the
discretion of the court before which any proceeding  with respect thereto may be
brought,  and to the Company's  knowledge  each is the legal,  valid and binding
obligation  of the other  party  thereto,  enforceable  against  each of them in
accordance with its terms.

            ss.2.18 No statement,  representation,  warranty or covenant made by
the Company in this  Agreement or made in any other  agreement,  certificate  or
document  required by this  Agreement to be delivered was or will be, when made,
inaccurate, untrue or incorrect in any material respect.

            ss.2.19 Since January 1, 1993, the Company has timely filed with the
Commission each Annual Report on Form 10-KSB and each other document required to
be filed  with the  Commission  under  Section  13,  14 or 15 of the  Securities
Exchange  Act of 1934,  as  amended  (the  "EXCHANGE  ACT")  (collectively,  the
"REPORTS").  As of their  respective  dates,  none of the Reports  contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements  therein,  in the light
of the  circumstances  under which they were made, not  misleading.  Each of the
balance sheets and statements of operations, stockholders' equity and cash flows
included in the Reports fairly presented the results of operations and financial
position of the Company  and its  Subsidiaries  at the times and for the periods
presented  therein in  conformity  with  Regulation  S-X and United  States GAAP
consistently  applied throughout the periods involved (except as otherwise noted
therein).

            ss.2.20 The Company has filed all foreign,  Federal, state and local
income and  franchise  tax returns  required to be filed through the date hereof
and has paid all  taxes  shown to be due with  respect  to the  taxable  periods
covered by such returns,  and no tax deficiency has been assessed,  nor does the
Company have any knowledge of any tax deficiency which, if determined  adversely
to the Company or any of its Subsidiaries,  could reasonably be expected to have
a material  adverse  effect on the  business,  properties,  business  prospects,
condition  (financial  or  otherwise) or results of operations of the Company or
any of its Subsidiaries.

            ss.2.21  None of the  transactions  contemplated  by this  Agreement
(including,  without  limitation,  the use of the proceeds  from the sale of the
Convertible  Notes)  will  violate  Regulation  G,  T,  U or X of the  Board  of
Governors of the Federal  Reserve System,  in each case as in effect,  or as the
same may hereafter be in effect, on the Closing Date.




                                     11


<PAGE>



            ss.2.22 There is no strike, labor dispute, slowdown or work stoppage
involving  the  employees  of the  Company or any of its  Subsidiaries  which is
pending or, to the knowledge of the Company, threatened.

            ss.2.23  The  Company  and each of its  Subsidiaries  are insured by
insurers of recognized financial  responsibility  against such risks and in such
amounts as are  prudent  and  customary  for the  interest  of their  respective
businesses and the value of their respective properties.

            ss.2.24  Other than holders of the  Conversion  Shares and Placement
Agent Warrant Shares (as defined in the Registration  Rights Agreement) pursuant
to the  Registration  Rights  Agreement,  as of the date  hereof,  no  holder of
securities  of the Company will be entitled to have such  securities  registered
under the registration statement required to be filed by the Company pursuant to
the Registration Rights Agreement.

            ss.2.25 The Company  has not engaged in any  transaction  that would
require shareholder  approval under Section 607.0901,  Florida Statutes (Chapter
607, Laws of Florida).

            ss.2.26 The terms of the Convertible Notes and the Indenture conform
in all material respects to the description  thereof contained in the Memorandum
under the heading  "Description of the  Convertible  Notes" and the terms of the
Conversion  Shares conform in all material  respects to the description  thereof
contained  in the  Memorandum  under the heading  "Description  of  Securities -
Common Stock."

            ss.2.27  Neither  the  Company  nor any  ERISA  Affiliate  has  ever
maintained  any Plan in  connection  with which  there  could  arise a direct or
contingent liability to the Pension Benefit Guaranty Corporation, the Department
of Labor or the  Internal  Revenue  Service.  Neither  the Company nor any ERISA
Affiliate is a participating  employer in (i) any Plan under which more than one
employer makes contributions as described in Sections 4063 and 4064 of ERISA, or
(ii) a  Multiemployer  Plan.  Each  employee  benefit  plan of the Company is in
substantial  compliance with all of the laws of the  jurisdiction in which it is
located.  The execution and delivery of this Agreement and the issuance and sale
of the Convertible  Notes hereunder will not involve any prohibited  transaction
within the meaning of ERISA or Section 4975 of the Code. The  representations by
the Company in the preceding  sentences are made in reliance upon and subject to
the accuracy of your representation in ss.3.2 of this Agreement.

            For purposes of this Section 2.27,  the  following  terms shall have
the  following  meanings:  "ERISA  AFFILIATE"  means any  corporation,  trade or
business that is, along with the Company,  (i) a member of a controlled group of




                                     12



<PAGE>


corporations  or a  controlled  group of trades or  businesses,  as described in
Section  414(b) or (c) of the Code or Section  4001 of ERISA or (ii)  solely for
purposes of potential liability under Section 412(c)(11) of the Code and Section
302(c)(11) of ERISA and the lien created  under  Section  412(n) of the Code and
Section  302(f) of ERISA,  treated as a single  employer under Section 414(m) or
(o) of the Code. "MULTIEMPLOYER PLAN" means a multiemployer plan defined as such
in Section 3(37) of ERISA to which  contributions  have been made by the Company
or any ERISA Affiliate and that is covered by Title IV of ERISA. "PLAN" means an
employee  benefit or other plan  established or maintained by the Company or any
ERISA  Affiliate  and  that is  covered  by  Title  IV of  ERISA,  other  than a
Multiemployer Plan.

            ss.2.28 The Company and each of its  Subsidiaries  is in  compliance
with all applicable  Environmental  Laws (as defined below) and has obtained all
environmental,  health and safety  permits,  licenses  and other  authorizations
required under all applicable Environmental Laws to carry on its business as now
being conducted,  except to the extent  noncompliance or the failure to have any
such  permit,  license  or  authorization  would  not,  individually  or in  the
aggregate,   have  a  material  adverse  effect  on  the  prospects,   business,
operations,  properties  or  financial  condition  of the  Company or any of its
Subsidiaries; each of such permits, licenses and authorizations is in full force
and effect; in addition, no written notice,  notification,  demand,  request for
information,  citation,  summons or order has been issued, no complaint has been
filed before any judicial, quasi-judicial or administrative body, no penalty has
been assessed and no  investigation is pending or threatened by any governmental
body with respect to any  violation by or liability of the Company or any of its
Subsidiaries  relating to or arising  under any  Environmental  Law which would,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
prospects,  business,  operations,  properties  or  financial  condition  of the
Company or any of its Subsidiaries.

            For purposes of this Section  2.28,  "ENVIRONMENTAL  LAWS" means any
and all foreign, U.S. Federal,  state and local laws, rules or regulations,  and
any  foreign  or U.S.  orders or  decrees,  all as now or  hereafter  in effect,
relating  to the  regulation  or  protection  of  human  health,  safety  or the
environment or to the manufacture,  processing,  distribution,  use,  treatment,
storage,  disposal,  transport,  handling  of  emission,  discharge,  release or
threatened release of pollutants,  contaminants, chemicals or toxic or hazardous
substances or wastes as defined or regulated by applicable  Environmental  Laws,
including,  without  limitation,  petroleum  or petroleum  byproducts,  into the
indoor or outdoor  environment,  including without limitation ambient air, soil,
surface water, ground water, wetlands, land or subsurface strata.




                                     13


<PAGE>



            ss.2.29  As of the  date  hereof,  prior  to  giving  effect  to the
offering of Convertible  Notes or the issuance of the Placement Agent Shares (as
defined in the Memorandum), Mitchell Rubinson owns 69.76% of the Common Stock on
an undiluted basis.

            ss.3. REPRESENTATIONS OF THE PURCHASER. You represent and warrant to
the Company as follows:

            ss.3.1 You are purchasing the Convertible Notes for your own account
and not for the account or benefit of any other person;

            ss.3.2 You are an  "accredited  investor"  as defined in Rule 501 of
Regulation D under the 1933 Act;

            ss.3.3 You have  knowledge and  experience in financial and business
matters  such that you are  capable  of  evaluating  the  merits and risks of an
investment in the Convertible Notes being purchased by you;

            ss.3.4  You (i)  have  received  a copy of the  Memorandum  and have
reviewed each of the  documents  included as part  thereof,  including,  without
limitation,  the Risk  Factors  set forth  therein,  (ii)  have  been  given the
opportunity  to obtain from the Company and to review each of the  contracts and
other  documents  that have been filed with the  Commission  as  exhibits to the
filings  included as part of the Memorandum,  (iii) have been furnished with all
such  additional  information  as you have deemed  necessary to make an informed
investment  decision  with respect to the  Convertible  Notes and (iv) have been
afforded an  opportunity  to ask questions and receive  answers from  authorized
officers and other representatives of the Company concerning the Company and the
terms and conditions of the Offering;

            ss.3.5  You  confirm  that you had the  opportunity  to obtain  such
independent  legal and tax advice and  financial  planning  services as you have
deemed appropriate prior to making a decision to purchase the Convertible Notes;

            ss.3.6 You are aware  that an  investment  in the  Company is highly
speculative  and subject to  substantial  risks.  You are capable of bearing the
economic risks of an investment in the  Convertible  Notes,  including,  but not
limited to, the  possibility of a complete loss of your  investment,  as well as
limitations on the  transferability  of the Convertible Notes which may make the
liquidation of an investment in the  securities  difficult or impossible for the
indefinite future;

            ss.3.7 You, if a  corporation,  partnership,  trust or other entity,
are authorized and duly  empowered to purchase and hold the  Convertible  Notes,
have your principal place of business at the address set forth on Schedule A and
have not been  formed for the  specific  purpose of  acquiring  the  Convertible
Notes;


                                     14


<PAGE>



            ss.3.8 The  Convertible  Notes are being  acquired by you solely for
invest ment, and are not being purchased with a view to a distribution or resale
thereof otherwise than in compliance with the 1933 Act;

            ss.3.9  You  understand  that the  Convertible  Notes  have not been
registered  under the 1933 Act, or any state  securities  laws, in reliance upon
exemptions  from  registration  for non-public  offerings.  You understand  that
neither such securities nor any interest  therein may be, and agree that neither
such securities nor any interest  therein will be, resold or otherwise  disposed
of by you unless such securities are subsequently  registered under the 1933 Act
and under  appropriate  state  securities laws or unless the Company receives an
opinion  of  counsel  reasonably  satisfactory  to it  that  an  exemption  from
registration is applicable;

            ss.3.10 You understand that (i) the Conversion  Shares have not been
and will not be registered under the 1933 Act, or any state securities laws, for
sale to the holders of the Convertible Notes and, accordingly,  the ability of a
holder to convert the  Convertible  Notes will depend on the  availability of an
exemption from  registration  and (ii) any Conversion  Shares  acquired upon the
conversion of the Convertible Notes will be "restricted  securities"  within the
meaning  of Rule 144  under the 1933  Act,  and may not be  resold or  otherwise
disposed of by the holder of such shares  unless (A) the  Conversion  Shares are
subsequently  registered  for  resale  under the 1933 Act and under  appropriate
state  securities  laws  or (B) the  Company  receives  an  opinion  of  counsel
reasonably satisfactory to it that an exemption from registration is available.

            ss.3.11 You have been informed of and understand  that no federal or
state  agency  has made any  finding  or  determination  as to the  merits of an
investment in the Convertible Notes, or any recommendation or endorsement of the
Convertible Notes;

            ss.3.12 None of the following information has ever been represented,
guaranteed or warranted to you,  expressly or by  implication,  by the Placement
Agent, by any other broker, by the Company, by any officer,  director,  employee
or agent of any of the foregoing, or by any other person:

                   (a)  The length of time that you will be  required  to remain
as a securityholder of the Company;

                   (b)  The profit or loss that  may  be realized as a result of
an investment in the Convertible Notes;




                                       15


<PAGE>



                   (c) That the past performance or experience of the management
of the Company or any other person are in any way  indicative of future  results
of operations  of the Company or a return on an  investment  in the  Convertible
Notes;

            ss.3.13 The  information set forth in the  Confidential  Prospective
Investor  Questionnaire (the  "QUESTIONNAIRE")  executed by you is true, correct
and complete; and

            ss.3.14 You represent that at least one of the following  statements
is an  accurate  representation  as to each source of funds to be used by you to
pay  the  purchase  price  of  the  Convertible  Notes  to be  purchased  by you
hereunder:

            (a) the  source  of such  funds  is an  "insurance  company  general
account"  within  the  meaning of  Department  of Labor  Prohibited  Transaction
Exemption  ("PTE") 95-60 and the acquisition of the Convertible  Notes is exempt
under PTE 95-60;

            (b) all or a part of such  funds  constitute  assets  of one or more
"pooled  separate  accounts"  (within  the  meaning  of PTE  90-1),  there is no
employee  benefit  plan  whose  assets in such  account  exceed 10% of the total
assets of such account (for the purpose of this clause (b), all employee benefit
plans maintained by the same employer or employee  organization are deemed to be
a single plan) and the acquisition of the Convertible  Notes is exempt under PTE
90-1;

            (c)  all or a part  of  such  funds  constitute  assets  of a  "bank
collective  investment  fund"  (within the  meaning of PTE  91-38),  there is no
employee  benefit  plan  whose  assets in such  account  exceed 10% of the total
assets of such account (for the purpose of this clause (c), all employee benefit
plans maintained by the same employer or employee  organization are deemed to be
a single plan) and the acquisition of the Convertible  Notes is exempt under PTE
91-38;

            (d) the Convertible  Notes are being acquired for the account of one
or more  pension  funds,  trust  funds or  agency  accounts,  each of which is a
"governmental plan" as defined in Section 3(32) of ERISA;

            (e) the  source  of  funds  is an  "investment  fund"  managed  by a
"qualified  professional  asset  manager" or "QPAM" (as defined in Part V of PTE
84-14) and the acquisition of the  Convertible  Notes is exempt under PTE 84-14;
or

            (f) if you are not an insurance  company,  all of such funds or such
portion of such fund as is not a source  described in another  paragraph of this




                                     16



<PAGE>


Section 3.14 consist of funds which do not constitute Plan Assets.  For purposes
hereof,  "PLAN  ASSETS"  shall mean "plan  assets"  (within  the meaning of U.S.
Department of Labor Regulations  Section  2510.3-101) of any employee benefit or
other  plan that is subject to ERISA or  Section  4975 of the  Internal  Revenue
Code.

            ss.4. CONDITIONS OF CLOSING. Your obligation to purchase and pay for
the Convertible  Notes hereunder shall be subject to the conditions  hereinafter
set forth:

            ss.4.1 On the Closing Date the Convertible  Notes to be purchased by
you  hereunder  shall  be a legal  investment  for you  under  the  laws of each
jurisdiction  to which you may be  subject,  and you shall  have  received  such
certificates or other evidence as you may reasonably  request  demonstrating the
legality of such purchase under such laws.

            ss.4.2 The Company  shall have  delivered  to you a  certificate  or
other  evidence  satisfactory  to your  special  counsel  that the  Company  has
obtained from  Standard & Poor's  Corporation's  CUSIP Service  Bureau a private
placement number with respect to the Convertible Notes.

            ss.4.3 The  representations  and warranties of the Company contained
in this  Agreement  shall be true and  correct as of the date  hereof and on the
Closing Date;

            ss.4.4 Each of the Transaction  Documents,  the  Questionnaires  and
such other  applicable  purchase  documents as have been sent to the  Purchasers
shall have been duly executed and delivered by the parties thereto, and shall be
in full force and effect;

            ss.4.5 The Placement  Agent and the  Purchasers  shall have received
the opinions of counsel to the Company  (including  opinions of Polish  counsel)
acceptable to their counsel;

            ss.4.6 Mr. Mitchell  Rubinson,  the Company's Chairman of the Board,
Chief  Executive  Officer,  President  and  principal  stockholder,  shall  have
executed and delivered the Voting and Disposition  Agreement attached as Exhibit
A hereto.

            ss.4.7 At least  three days  before the  Closing  Date,  the Company
shall have delivered to each of the Purchasers projected balance sheets,  income
statements and statements of cash flows of the Company and its  Subsidiaries  as
of and for each of the years in the  period  ending  December  31,  2007,  which
projections shall be reasonably satisfactory to the Purchasers.




                                     17


<PAGE>



            ss.4.8 The Purchasers shall have received (A) accurate certificates,
each  dated the  Closing  Date,  signed by each of (x) the  President  and Chief
Executive  Officer and (y) the Chief Financial  Officer of the Company,  in form
and substance  satisfactory to the Placement  Agent, to the effect that (1) each
signer of such certificate has carefully examined the Memorandum,  (2) as of the
date thereof,  the  Memorandum is true and correct in all material  respects and
does not omit to state a material fact necessary in order to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading,  except with respect to the projections contained in the Memorandum,
as to which such officers shall  represent that to the best of their  knowledge,
the assumptions  underlying such projections are reasonable,  (3) since the date
of the Memorandum, no event has occurred as a result of which it is necessary to
amend or supplement  the  Memorandum in order to include any material fact or to
make the statements  therein, in the light of the circumstances under which they
were made,  not  misleading  and (4) the  representations  and warranties of the
Company  contained in this  Agreement are true and correct as of the date hereof
and on the Closing Date and (B) an accurate certificate, dated the Closing Date,
signed by the Secretary of the Company,  in form and substance  satisfactory  to
the Placement  Agent,  certifying as to (1) the incumbency and the signatures of
those  officers of the  Company  executing  the  Transaction  Documents  and the
certificates  or other  documents to be delivered  pursuant to the terms of such
agreements,  (2) the Certificate of Incorporation and By-Laws of the Company and
similar organizational documents of KP, PKP and IFFP, (3) the resolutions of the
Board  of  Directors  of the  Company  (or  duly  appointed  committee  thereof)
authorizing  the Offering  and the  execution  and  delivery of the  Transaction
Documents,  the  offer,  sale and  issuance  of the  Convertible  Notes  and the
consummation of the  transactions  contemplated  hereby and thereby and (4) good
standing  certificates  as of a recent date with respect to the Company from the
Secretary  of State of  Florida  and each state in which it is  qualified  to do
business and similar  certificates with respect to the Company, KP, PKP and IFFP
from the Republic of Poland;

            ss.4.9 All corporate and other  proceedings  taken or to be taken by
the Company in connection with the transactions  contemplated by the Transaction
Documents or described in the  Memorandum  and all  documents  incident  thereto
shall be reasonably  satisfactory in form and substance to the Placement  Agent,
the  Purchasers  and  their  counsel,  and you  shall  have  received  all  such
counterpart  originals or certified or other copies of such documents as you may
reasonably request;

            ss.4.10  The Company  shall have paid on or before the Closing  Date
the fees,  charges and  disbursements of Reboul,  MacMurray,  Hewitt,  Maynard &
Kristol, special counsel to the Purchasers;



                                     18


<PAGE>



            ss.4.11  Contemporaneously  with the Closing, the Company shall sell
to the other  Purchasers and the other Purchasers shall purchase the Convertible
Notes to be purchased by them at the Closing as specified on Schedule A; and

            ss.4.12  You  shall  have  received  such  additional  certificates,
instruments  and other  documents  as to such matters as you or your counsel may
reasonably request.

            ss.5.  LIABILITIES OF THE PURCHASER.  Neither this Agreement nor any
disposition  of any of the  Convertible  Notes  shall be deemed  to  create  any
liability or  obligation of you or any other holder of any  Convertible  Note to
enforce any provision hereof or of any of the Convertible  Notes for the benefit
or on behalf of any other person who may be the holder of any Convertible Note.

            ss.6. TAXES. The Company will pay all stamp,  documentary or similar
taxes  which may be payable in respect of the  execution  and  delivery  of this
Agreement or of the  execution and delivery (but not the transfer) of any of the
Convertible  Notes or of any  amendment  of, or waiver or consent  under or with
respect to, this Agreement or of any of the Convertible  Notes and will save you
and all subsequent holders of the Convertible Notes harmless against any loss or
liability  resulting  from  nonpayment  or delay in payment of any such tax. The
obligations  of the  Company  under this ss.6 shall  survive  the payment of the
Convertible Notes.

            ss.7.  ACCEPTANCE  AND  TERMINATION.  Execution and delivery of this
Agreement  shall  constitute  an  irrevocable  offer,  subject  to the terms and
conditions hereof, to purchase the Convertible Notes indicated,  which offer may
be accepted or rejected,  either in whole or in part, by the Company in its sole
discretion  for any  cause  or for no  cause.  Acceptance  of this  offer by the
Company shall be signified by the execution hereof by a duly authorized  officer
of the Company and the delivery of two duly executed copies of this Agreement to
the  Purchaser.  In the event that the sale to the Purchaser of the  Convertible
Notes  proposed to be purchased by the  Purchaser  has not been  consummated  by
November 15, 1997,  then this  Agreement  shall  terminate on such date, and the
parties shall be released from all of their respective obligations hereunder.




                                     19


<PAGE>



            ss.8.  USE OF PROCEEDS.  The Company will use the proceeds  realized
from  the  sale of the  Convertible  Notes to the  Purchasers  for the  purposes
described in the Memorandum.

            ss.9.    MISCELLANEOUS.

            ss.9.1 EXPENSES. The Company agrees, whether or not the transactions
contemplated  hereby  shall  be  consummated,  to pay  all  reasonable  expenses
incurred by the Company in  connection  with such  transactions,  including  all
document  production costs and other expenses,  the reasonable fees and expenses
of Reboul, MacMurray, Hewitt, Maynard & Kristol, your special counsel, for their
services with relation to such transactions, the reasonable fees and expenses of
Marine Midland Bank, as trustee under the Indenture,  and Bankers Trust Company,
as Registrar, Paying Agent and Authenticating Agent under the Indenture, and all
reasonable  out-of-pocket  expenses in connection  with the shipping to and from
your office or the office of your nominee of the Convertible  Notes and upon any
exchange or substitution  pursuant to the provisions of the Convertible Notes or
this Agreement.

            ss.9.2 RELIANCE ON AND SURVIVAL OF REPRESENTATIONS.  All agreements,
representations  and  warranties of the Company and the Purchaser  herein and in
any certificates or other instruments delivered pursuant to this Agreement shall
(i) be deemed to have been relied upon by the other party,  notwithstanding  any
investigation  heretofore or hereafter made by the other party or on its behalf,
and (ii) survive the execution  and delivery of this  Agreement and the delivery
of  the  Convertible  Notes,  and  shall  continue  in  effect  so  long  as any
Convertible  Note is  outstanding  and thereafter as provided in Sections 6, 9.1
and 9.5.

            ss.9.3  SUCCESSORS AND ASSIGNS.  This Agreement shall bind and inure
to the benefit of and be enforceable by the Company and its permitted successors
and assigns  hereunder,  you and your successors and assigns,  and, in addition,
shall inure to the  benefit of and be  enforceable  by all holders  from time to
time of the Convertible Notes.

            ss.9.4 COMMUNICATIONS. All notices and other communications provided
for in this  Agreement  shall  be in  writing  and  shall  be sent by  confirmed
telecopy (with an undertaking to provide hard copy) or delivered by hand or sent
by overnight courier service prepaid to a person at its address specified below.
A  communication  shall be  addressed,  until  such time as a person  shall have
notified  the other  parties  and  holders of  Convertible  Notes of a change of
address




                                     20


<PAGE>



                   (a)   if to the Company, to:

                         International Fast Food Corporation
                         1000 Lincoln Road
                         Suite 200
                         Miami Beach, FL  33139
                         Telephone:  305-531-5800
                         Telecopier:  305-538-5037
                         Attn:  Mitchell Rubinson

                         with a copy to:

                         Greenberg Traurig Hoffman
                           Lipoff Rosen & Quentel, P.A.
                         1221 Brickell Avenue
                         Miami, FL   33131
                         Telephone:  305-579-0500
                         Telecopier:  305-579-0717
                         Attn:  Gary Epstein, Esq.


                   (b) if to you,  at your  address as set forth in  Schedule A,
with a copy to:

                         Reboul, MacMurray, Hewitt, Maynard & Kristol
                         45 Rockefeller Plaza
                         New York, New York  10111
                         Telephone: 212-841-5700
                         Telecopier: 212-841-5725
                         Attn:  Karen C. Wiedemann, Esq.

or

                   (c) if to any other  holder  of a  Convertible  Note,  at the
address of such holder as it appears on the Convertible Note Register.

            Any notice or other communication herein provided to be given to the
holders of all outstanding  Convertible  Notes shall be deemed to have been duly
given if sent as aforesaid to each of the registered  holders of the Convertible
Notes at the time  outstanding at the address for such purpose of such holder as
it appears on the Convertible Note Register.




                                     21


<PAGE>



            ss.9.5 INDEMNIFICATION.  The Company agrees to indemnify,  exonerate
and hold you,  each other holder from time to time of any  Convertible  Note and
each of your and their  respective  officers,  directors,  employees  and agents
(collectively  herein  called  the  "INDEMNITEES"  and  individually  called  an
"INDEMNITEE") free and harmless from and against any and all actions,  causes of
action,  suits,  losses,  liabilities  and damages,  and expenses in  connection
therewith,   including   without   limitation   reasonable   counsel   fees  and
disbursements   (collectively  herein  called  the  "INDEMNIFIED   LIABILITIES")
incurred by the Indemnities or any of them as a result of, or arising out of, or
relating  to any  transaction  financed  or to be  financed  in whole or in part
directly or indirectly  with  proceeds  from the sale of any of the  Convertible
Notes,  or the execution,  delivery,  performance  (in accordance with the terms
hereof) or enforcement of this Agreement or any instrument  contemplated  hereby
for  such  date  by any of the  Indemnities,  except  for any  such  Indemnified
Liabilities  arising on account of such Indemnitee's gross negligence or willful
misconduct,  and  if  and  to  the  extent  the  foregoing  undertaking  may  be
unenforceable   for  any  reason,   the  Company  agrees  to  make  the  maximum
contribution  to the  payment  and  satisfaction  of  each  of  the  Indemnified
Liabilities  which is permissible  under  applicable law. The obligations of the
Company under this ss.9.5 shall survive the payment of the Convertible Notes.

            ss.9.6  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.

            ss.9.7  ENTIRE   AGREEMENT.   This  Agreement,   together  with  the
Indenture, the Registration Rights Agreement and the Questionnaire,  is intended
by the parties as a final expression of their agreement, and is intended to be a
complete and exclusive  statement of their  agreement in respect of the purchase
by the Purchaser of the Convertible  Notes. This Agreement,  the Indenture,  the
Registration  Rights  Agreement  and  the  Questionnaire   supersede  all  prior
agreements between the parties hereto with respect to such subject matter. There
are no representations, promises, warranties or undertakings between the parties
hereto in respect of the  purchase by the  Purchaser of the  Convertible  Notes,
other than those set forth or referred to herein and therein.

            ss.9.8 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.




                                     22


<PAGE>




            ss.9.9 HEADINGS.  The headings in this Agreement are for convenience
of  reference  only and  shall not limit or  otherwise  affect  any of the terms
hereof.

            ss.9.10 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.

            ss.9.11  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.























                                     23



<PAGE>



            If you are in agreement with the foregoing,  please sign the form of
acceptance in the space provided below.

                         Very truly yours,

                         INTERNATIONAL FAST FOOD CORPORATION



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



The foregoing Agreement is hereby accepted as of the date first above written:

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











                                     24


<PAGE>



                                   SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS


                                                      Aggregate Principal
                                                           Amount of
        Name (and Nominee Name, if any)                Convertible Notes
                                                        TO BE PURCHASED
        -------------------------------------    -------------------------------
                                                 $


(1)   All  payments  on account of the  Convertible  Notes shall be made by wire
      transfer of immediately  available  funds,  identifying the full names and
      private placement number of the Convertible Notes and providing sufficient
      information  to identify the source of the  transfer,  and  allocation  of
      principal and interest, and shall appear in the following format:
            ________________________________
            ________________________________
            ________________________________
            ABA #____________________
            For Further Credit to: ____________________ Account No. ________
            Regarding:International Fast Food Corporation
                         11% Convertible Senior Subordinated Discount Notes due
                         2007
            Issuance Date:   _________________, 1997
            Private Placement No.: _________________

(2) Address for all notices in respect of payments:

            ________________________________
            ________________________________
            ________________________________
            ________________________________


(3) Address for all other communications:

            ________________________________
            ________________________________
            ________________________________
            ________________________________


(4)   Taxpayer Identification No.: ______________




                                       25


<PAGE>


                                   SCHEDULE B
                                   ----------

                              FINANCIAL PROJECTIONS





























                                     26