UNDERTAKING AND LOAN AGREEMENT


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

1.    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

      and

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

3.    Pizza King Polska Sp, z o.o, with its registered office in Warsaw at Jasna
      2/4, Poland  (hereinafter  referred to as PKP), duly  represented by: Leon
      Blumenthal


Whereas  QPQ is  willing to obtain a loan up to the  amount of USD  500.000  (in
words:  five hundred  thousand  United States  Dollars),  and IFFC is willing to
grant such loan on terms and conditions described below,

Whereas  PKP is  willing to obtain a loan up to the  amount of USD  250.000  (in
words: two hundred fifty thousand United States Dollars), and IFFC is willing to
grant such loan on terms and conditions  described  below,  and also in separate
agreements concluded between IFFC and PKP,

Whereas  QPQ owns  41.258  shares  of a value of PLN  148.49  each  (hereinafter
referred to as the Shares) in the PKP and agrees to transfer  the Shares to IFFC
to secure  its  rights  resulting  from  this  Agreement  or any loan  agreement
concluded  pursuant  to this  Agreement.  Agreement  on  Transfer  of  Shares as
Collateral  (hereinafter  referred to Transfer  Agreement) is attached hereto as
Exhibit 1.

Now therefore the Parties of this Agreement, hereby have agreed as follows:







<PAGE>



                                     LOAN
                                     ----

1.    Terms and conditions of loan to be granted to QPQ
-------------------------------------------------------

1)    IFFC agrees, on terms and conditions  adopted in this Agreement to grant a
      loan to the QPQ for its investment in Poland,  and in accordance  with QPQ
      request, in the amount up to USD 500.000  (hereinafter  referred the Loan)
      in one installment.

2)    QPQ  shall  give to IFFC  not  less  than 1  business  day  notice  of the
      installment.

3)    QPQ shall pay interest at the rate of 9% p.a.  (hereinafter referred to as
      the Rate).  Interest shall be calculated on a daily basis over 360 days in
      a year and shall accrue on all amounts outstanding, hereunder at the Rate.

4)    The Loan and  interest  shall be repaid  by QPQ in full not  later  than 3
      months from the date this Agreement,  has been signed.  QPQ shall have the
      right to prepay the principal amount, without penalty.

5)    All payments shall be made without any set-off or  counterclaim  and shall
      be made in full without any deduction or withholding whatsoever.

6)    All repayments of the Loan shall be made by QPQ in USD (US dollars) to the
      bank account indicated under separate notification made by IFFC to QPQ

TERMS AND CONDITIONS OF IFFC UNDERTAKING.

2.    UNDERTAKING to grant loan and/or loans to PKP
---------------------------------------------------

1)    IFFC agrees,  on terms and  conditions  adopted in this Agreement and also
      separate  loan  agreements,  to grant a loan and/or  loans to PKP, for the
      development of the network of its restaurants in Poland,  or for repayment
      of PKP current  liabilities  and in accordance  with PKP's request  and/or
      requests, in the aggregate amount not exceeding USD 250.000 (in words: two
      hundred and fifty).  The amount of each drawdown shall be described in PKP
      request as above.

2)    PKP  shall  given to IFFC not less  than 1  Business  Days  notice  of the
      drawdown.

3)    Other terms and conditions of the above  mentioned  loans such as interest
      rate and manner of repayment,  shall be defined in separate loan agreement
      and/or agreements to be concluded by and between IFFC and PKP.

4)    The   provisions   of  this   Agreement   executed   by  and  between  the
      parties,hereto  shall  apply  and shall be  effective  in  respect  to the


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<PAGE>


      validity and  performance of any separate loan agreement  concluded by and
      between IFFC and PKP pursuant to this Agreement.

3.    Event of Default.
-----------------------

IFFC may declare the  outstanding  amounts to be immediately due and payable and
any undrawn  portion shall cease to be available if any of the  following  shall
occur.

1)    There is a failure to make a repayment  of any  principal  or interest due
      hereunder when the same is due, or

2)    There is a failure to make a repayment  of any  principal  or interest due
      under any loan  agreement  concluded  pursuant to this  Agreement when the
      same is due, or

3)    any legal  proceeding are started for the liquidation or bankruptcy of the
      QPQ and/or PKP

4)    QPQ and/or PKP shall use or any  portion of any loan,  granted by IFFC for
      purposes  other than  provided for in this  Agreement or any separate loan
      agreement  concluded  pursuant to Agreement without IFFC prior approval in
      writing.

4.    Exclusive Rights.
-----------------------

Upon  happening of any Event of Default IFFC in addition to any other right IFFC
may have IFFC shall be released from its  obligation to transfer the Shares back
to QPQ (which  obligation  results from that Transfer  Agreement) and shall have
the right to apply the Shares as repayment of PKP or QPQ obligations  hereunder.
If IFFC elects to do so (retain the  ownership  of shares) the parties  shall be
free from any  obligations or claims against each other in particular PKP and/or
QPQ  shall  be free  from  obligations  resulting  from  this  Agreement  and/or
agreements entered into pursuant to this Agreement.

5.    Exclusive Agreement.
--------------------------

This Agreement supersedes all prior agreements and understandings,either  verbal
or written,  in the matters  relating to the Loan or any loans granted upon this
Agreement.

6.    Governing Law.
--------------------

This Agreement is subject to the law of the Republic of Poland.

7.    Counterparts
------------------

This  Agreement has been signed in three  counterparts,  one copy for each Party
and all of which constitute one and the same document.


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<PAGE>



9.    Controversies
-------------------

Any claims disputes or  controversies  which shall arise in connection with this
Agreement or any other agreement concluded pursuant to this Agreement, which may
not be settled  amicably  shall be settled  before  Arbitration  Court by Polish
Chamber of Commerce  (Krajowa Izba Gospodarcza) in Warsaw in accordance with the
rules of this Court. The language of arbitration shall be English.

In the name of IFFC:          /s/ Mitchell Rubinson
                          -------------------------------

In the name of QPQ:           /s/ C. Lawrence Rutstein
                          -------------------------------

In the name of PKP:           /s/ Leon Blumenthal
                          -------------------------------

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by its
duly authorized representatives on the day and year first above written.


























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