Agreement on Transfer the Shares as Collateral
                       (przewlaszczenie na zabezpieczenie)


This Agreement is entered into this 23 day of May, 1997, by and between:


1.    QPQ  Corporation,  with its registered  office in 7777 Glades Road,  Suite
213, Boca Raton,  Florida  33139,  USA  (hereinafter  referred to as QPQ),  duly
represented by Larry Rutstein

and

2.    International  Fast Food  Corporation,  with its registered office in 1000
Lincoln Road, Suite 200, Miami Beach,  Florida 33139, USA (hereinafter  referred
to as IFFC), duly represented by Mitchell Rubinson.

                                    Recitals:

1.    QPQ, IFFC and Pizza King Polska Sp. z o.o.  have entered into  Undertaking
and  Loan  Agreement  of May  23,  1997  (hereinafter  referred  to as the  Loan
Agreement).

2.    QPQ owns shares in the company Pizza King Polska Sp. z o.o. and is willing
to transfer them to IFFC to secure its rights resulting from the Loan Agreement.

Now it is hereby agreed as follows:

ss.1.  QPQ represents and declares that:

1)    It owns 41,258 shares of a value of PLN 148.49 each (hereinafter  referred
to as the  Shares),  in the  company  Pizza King  Polska  Sp. z o.o.,  a limited
liability company having its registered office in Warsaw,  Poland,  entered into
commercial  register kept by the District Court for the city of Warsaw under No.
RHB 34669 (hereinafter referred to as the Company).

2)    The Company is duly  organized and validly  existing,  with full corporate
power and authority to conduct its business.

3)    There are no governmental or corporate permits or consents needed for the
transfer of Shares by QPQ.

4)    One Share entitles its holder to one vote at the shareholders' meetings.

5)    The Shares are fully paid and clear of any claims and encumbrances.




<PAGE>



ss.2.  IFFC represents and warrants:

1)    It is acting solely for itself and for no other person, firm, partnership,
corporation or entity in executing this Agreement.

2)    It is not  prevented  by any  law or by any  provisions  of any  contract,
indenture, or other instrument from acquiring the Shares as contemplated by this
Agreement.

ss.3.1. QPQ hereby transfers to IFFC and IFFC hereby acquires 41,258 Shares of a
total  value of PLN  6,126,400.42,  with  41,258  votes,  to secure  its  rights
resulting from the Loan Agreement.

ss.3.2.  The  transfer of  ownership  of the Shares back to QPQ shall occur upon
full repayment of all loans with interest and shall be made pursuant to separate
transfer  agreement.  In case of  Event  of  Default  (as  defined  in the  Loan
Agreement) IFFC shall  automatically be released from the obligation to transfer
the Shares back to QPQ and shall have the right to apply the Shares  against the
sums due under the Loan Agreement (or any loan agreement entered pursuant to the
Loan Agreement) in the way described in the Loan Agreement.

ss.4.  Acquisition  of the  Shares  shall be  notified  by the  parties  to this
Agreement  to the  Management  Board of the Company in order for the  Management
Board to comply with the obligation  arising out of Article 188ss.1 and 3 of the
Polish Commercial Code.

ss.5. This Agreement is subject to the laws of Poland.  If any disputes  between
the parties arise out of, or in relation to, this  Agreement,  the parties shall
always use their best  efforts to reach an  amicable  settlement.  Any  disputes
which  cannot  be  resolved  amicably  by the  parties  shall be  submitted  for
settlement  to the  Arbitration  Court in the Polish  Chamber of  Commerce  (Sad
Arbitrazowy przy Krojowez lzbie  Gospodarczej) in Warsaw, in accordance with the
rules of the said Court.

ss.6. IFFC declares and assures that it shall keep  confidential any information
obtained  from QPQ or the  Company,  concerning  the  Company,  its  properties,
operations and business.

ss.7. This Agreement has been executed, as of the date first above written, in 2
copies, and each demand to be an original.



QPQ Corporation                           International Fast Food Corporation

 /s/ C. Lawrence Rutstein                  /s/ Mitchell Rubinson
------------------------------            -----------------------------------
Larry Rutstein                            Mitchell Rubinson
Title:                                    Title:


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