SECOND AMENDMENT TO AGREEMENT TO ASSIGN LITIGATION PROCEEDS
          -----------------------------------------------------------

      THIS SECOND  AMENDMENT TO AGREEMENT  ("Second  Amendment to Agreement") is
made and  entered  into as of March 13,  1997  between  International  Fast Food
Corporation,  a Florida  corporation  (the "Company"),  International  Fast Food
Polska a Polish limited liability  corporation  ("IFFP") and Litigation  Funding
Inc.,  a  Florida   corporation  (the  "Buyer").   (IFFP  and  the  Company  are
collectively referred to herein as "The Companies").


      A.    The Company,  IFFP and the Buyer,  as of January 25,  1996,  entered
into  that  certain  Agreement  to Assign  Litigation  Proceeds  (the  "Original
Agreement"),  pursuant to which  Buyer  agreed to pay up to $500,001 in exchange
for the "Assigned Proceeds" (as such term is defined in the Original Agreement).


      B.    The Company,  IFFP and the Buyer, as of July'3,  1996,  entered into
that certain  Amendment to Agreement to Assign  Litigation  Proceeds (the "First
Amendment").  pursuant to which Buyer agreed to pay additional  sums in exchange
for a greater amount of the "Assigned  Proceeds."  (The First  Amendment and the
Original  Agreement  are  herein  collectively  referred  to as the  "Litigation
Funding Agreement"). C. On or about September 11, 1996, IFFP assigned ALL of its
right,  title  and  interest  to the  proceeds  from the BKC  Litigation  to the
Company.

      D.    Concurrently  herewith, the BKC Litigation is being settled pursuant
to a  Settlement  Agreement  by and  amongst the  Company,  IFFP and Burger King
Corporation   ("BKC")  dated  on  or  about  March  11,  1997  (the  "Settlement
Agreement"). The Settlement Agreement requires the Company to invest in, or loan
to, IFFP  $3,000,000 of the cash payment made by BKC to IFFC  concurrently  with
the execution thereof (the "Additional Investment").

      E.    The Company  cannot make the  commitment to the  Additional  without
modifying its obligation under the Litigation Funding

      F.    The parties hereto believe it is their respective best interests for
the Company and IFFP to execute and  deliver  the  Settlement  Agreement  and to
comply with its provisions.

      G.    It is the  intent  of the  Companies  and  Buyer  that  this  Second
AMENDMENT  to  Agreement  not be considered a novation of the Litigation Funding






<PAGE>



Agreement,  which rename m full force and effect The  provisions of the Original
Agreement and First Amendment shall remain unaffected except as provided in THIS
Second Amendment to Agreement.

                              A G R E E M E N T
                              - - - - - - - - -
 
      NOW, THEREFORE, for and in consideration of the premises and of the mutual
agreement hereinafter set forth, the parties hereto agree as follows:

      1.    TERMINATION  OF ESCROW.  The parties  hereto  agree that the Company
shall not be obligated to deliver  Proceeds to the Escrow Agent, as contemplated
by Section 2(h) of the Original Agreement.

      2.    CONSENT  BY  BUYER.  Without  waiving  its  rights  to the  Assigned
Proceeds, as defined in the Litigation Funding Agreement, Buyer hereby agrees to
the Additional  investment,  as contemplated by the Settlement Agreement.  Buyer
and the  Companies  agree  that,  if upon a  determination  of the  value of the
Proceeds: as contemplated by Section 2(f) of the Original Agreement, the Company
shall  have  insufficient  funds  (other  than  the  funds  for  the  Additional
Investment)  to pay the  Assigned  Proceeds  in  cash,  then to the  extent  the
Company's funds are insufficient to pay the Assigned Proceeds in full, Buyer and
the Company  agrees to negotiate in good faith for the payment of other mutually
satisfactory consideration, including but not limited to shares of capital stock
in the Company,  stock  warrants or other stock rights.  If within 90 days after
the  completion  of the appraisal  contemplated  by Section 2(f) of the Original
Agreement,  the parties are unable to agree to  mutually  acceptable  substitute
consideration for the unpaid amount of the. Assigned Proceeds, the Company shall
execute and  deliver to Buyer a secured  promissory  note in form and  substance
reasonably acceptable to Buyer; (a) in the principal sum of the unpaid amount of
the Assigned  Proceeds;  (b) secured by the Security  Interest granted under the
Original  Agreement;  (c) with  interest  accruing  at an annual  rate  equal to
Citibank's  prime rate, plus 2%, as of the date of the promissory  note; (d) all
accrued and unpaid interest and the entire principal  balance clue no later than
June 30,  1997;  and (e)  acceleration  of the entire  note upon  default or the
consummation of the issuance of any additional capital stock or other securities
by the Company.

      3.    MISCELLANEOUS

            (a)   This Second  Amendment to  Agreement,  together with the First
Amendment  and the Original  Agreement,  constitutes  the entire  agreement  and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,  and may not be modified or amended  except in writing signed by all the
parties hereto.








                                        2



<PAGE>



            (b)   This Second  Amendment to Agreement may be executed in several
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together  shall  constitute  one and the same  agreement.  Facsimile  copies  of
manually  executed  signature pages shall be deemed  originals until the parties
hereto have received manually executed signature pages.

            (c)   Except as provided  otherwise herein  capitalized  terms shall
have the same meaning as in the Original Agreement.

            (d)   This Second Amendment to Agreement has been  negotiated,  and,
with the  exception  of IFFP,  signed in Florida  and shall be  governed  by and
interpreted  in  accordance  with the laws of The State of Florida.  Each of the
parties  to this  Amendment  to  Agreement  hereby  irrevocably  submits  to the
jurisdiction  of the state or federal courts  located m Dado County,  Florida in
connection with any suit, action or other proceeding  arising out of or relating
to this Amendment to Agreement and the  transactions  contemplated  hereby,  and
hereby agree not to assert,  by way of motion as a defense,  or otherwise in any
such suit,  action or proceeding that the suit,  action or proceeding is brought
in an inconvenient  forum,  that the venue of the suit,  action or proceeding is
improper or that this  Amendment to Agreement or the subject  matter  hereof may
not be enforced by such  courts.  IFFP  expressly  waives any rights it may have
which conflict with the foregoing agreements of IFFP in this paragraph.

    THE COMPANIES AND THE BUYER HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY
WAIVE  ANY AND ALL  RIGHT  THEY MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY
LITIGATION  (INCLUDING  BUT NOT  LIMITED TO ANY CLAIMS,  CROSS-CLAIMS  AND THIRD
PARTY CLAIMS)  ARISING OUT OF, UNDER,  OR IN CONNECTION  WITH THIS  AGREEMENT TO
AGREEMENT  OR THE  SECURITY  INTEREST.  EACH OF THEM  HEREBY  CERTIFIES  THAT NO
REPRESENTATIVE  OR AGENT OF THE OTHER NOR THE OTHER'S  COUNSEL HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT  THE  OTHER  WOULD  NOT;  IN THE  EVENT  OF SUCH
LITIGATION,   SEEK  TO  ENFORCE  THIS  JURY  WAIVER  PROVISION,   EACH  OF  THEM
ACKNOWLEDGES  THAT THIS JURY WAIVER HAS BEEN A MATERIAL  INDUCEMENT TO THE BUYER
TO ENTER INTO THIS AGREEMENT.






















                                       3


<PAGE>



    IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Amendment to
Agreement as of the day and year first above written.
     
                                     BUYER

                                     LITIGATION FUNDING, INC.

Witness /s/ indistinguishable        BY: /s/ Mitchell Rubinson
        -----------------------          ---------------------------------------
Witness /s/ indistinguishable                Mitchell Rubinson, President  
        -----------------------

                                     INTERNATIONAL FAST FOOD 
                                     CORPORATION  

Witness /s/ indistinguishable        BY: /s/ Mitchell Rubinson
        -----------------------          ---------------------------------------
Witness /s/ indistinguishable                Mitchell Rubinson, President  
        -----------------------
                                     INTERNATIONAL FAST FOOD POLSKA
                                     SP.ZO.O.
       
Witness /s/ indistinguishable        BY: /s/ Mitchell Rubinson
        -----------------------          ---------------------------------------
Witness /s/ indistinguishable                Mitchell Rubinson, President  
        -----------------------























                                       4



<PAGE>

STATE OF FLORIDA     )
         ------------ 
                     )
COUNTY OF DADE       )  
          ----------- 
                                       SS:

      The foregoing instrument was acknowledged before me this 13th day of March
1997, by Mitchell  Rubinson,  as President of Litigation Funding Inc., a Florida
corporation,  on behalf of the corporation. He personally appeared before me, is
PERSONALLY KNOWN to me or produced___________ as identification,  and [did] [did
not] take an oath.

                                  Notary:  /s/ Jill Friedman    
[NOTARIZED]                       Notary Public, State of Florida
                                  My Commission Expires: 9-16-97
                                  Commission Number: CC314651 

STATE OF FLORIDA     )
         ------------ 
                     )
COUNTY OF DADE       )  
          ----------- 
                                       SS:

      The foregoing instrument was acknowledged before me this 13th day of March
1997, by Mitchell Rubinson, as President of International Fast Food Corporation,
a Florida  corporation,  on behalf of the  corporation.  He personally  appeared
before me, is PERSONALLY KNOWN to me or  produced___________  as identification,
and [did] [did not] take an oath.

                                  Notary:  /s/ Jill Friedman
[NOTARIZED]                       Notary Public, State of Florida
                                  My Commission Expires: 9-16-97
                                  Commission Number: CC314651 


















                                       5



<PAGE>

STATE OF FLORIDA     )
         ------------ 
                     )
COUNTY OF DADE       )  
          ----------- 
                                       SS:

      The foregoing instrument was acknowledged before me this 13th day of March
1997, by Mitchell Rubinson,  as President of International Fast Food Polska, Sp.
Zo.o.,  a Polish  corporation,  on  behalf  of the  corporation.  He  personally
appeared  before  me,  is  PERSONALLY  KNOWN  to  me or  produced___________  as
identification, and [did] [did not] take an oath.

                                  Notary:  /s/ Jill Friedman
[NOTARIZED]                       Notary Public, State of Florida
                                  My Commission Expires: 9-16-97
                                  Commission Number: CC314651 





































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