AGREEMENT
                                  ---------


      This Agreement  ("Agreement") is entered into this 9th day of May, 1997 by
and  between  Litigation  Funding,  Inc.,  a  Florida  corporation  ("Litigation
Funding"),  International Fast Food Corporation,  a Florida corporation ("IFFC")
and  International  Fast  Food  Polska  Sp.  Zo.o,  a Polish  limited  liability
corporation ("IFFP").

                                    RECITALS

      WHEREAS,  Litigation  Funding,  IFFP and IFFC  entered  into that  certain
Agreement to Assign Litigation  Proceeds dated January 25, 1996, which agreement
was  amended on July 3, 1996 and March 13,  1997 (such  agreement,  as  amended,
referred to as the "Funding Agreement");

      WHEREAS,  IFFP has, on September  11, 1996,  assigned all of its rights to
receive proceeds in the above-referenced litigation to IFFC;

      WHEREAS, in early March 1997,  settlement  negotiations  commenced between
Burger  King  Corporation  ("Burger  King"),  IFFP and IFFC  pertaining  to that
certain   litigation   known  as   INTERNATIONAL   FAST  FOOD   CORPORATION  AND
INTERNATIONAL  FAST FOOD POLSKA SP. ZO.O V.  BURGER KING  CORPORATION  (Case No.
95-05130 CA 02) in the  Circuit  Court of the 11th  Judicial  Circuit in and for
Dade County, Florida;

      WHEREAS,  Litigation Funding was a party to such settlement  negotiations,
by virtue of Burger King being aware of the  interest of  Litigation  Funding in
the  settlement  proceeds,  as  evidenced  by  reference  to the March 13,  1997
amendment to the Funding Agreement;

      WHEREAS,  in order to facilitate  the  settlement of the  above-referenced
litigation,  a  settlement  agreement  by and among  Burger  King,  IFFP,  IFFC,
Mitchell  Rubinson and  Litigation  Funding  (the  "Settlement  Agreement")  was
entered into  effective  March 11, 1997 and executed on March 14, 1997, in which
agreement Litigation Funding ultimately gave up rights to which it was otherwise
entitled to in the proceeds of the  settlement,  as set forth in Section 4.a. of
the Settlement Agreement; and

      WHEREAS,  Litigation  Funding,  IFFP and IFFC wish to implement and modify
the provisions of the March 13, 1997 amendment to the Funding Agreement;

      NOW, THEREFORE, in consideration of the foregoing,  the mutual promises of
the parties hereto and of other good and valuable consideration, the receipt and
sufficiency  of which  hereby are  acknowledged,  the  parties  hereby  agree as
follows:

      1.    DETERMINATION OF AMOUNTS OWED UNDER FUNDING AGREEMENT.  With respect
to amounts owed to Litigation Funding under the Funding  Agreement,  the parties
hereto agree as follows.


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            (a)   CASH AND DEBT CANCELLATION.  The parties  acknowledge that the
cash settlement  proceeds received from Burger King in the Settlement  Agreement
totaled $5,000,000 and the proceeds deemed received by virtue of cancellation by
Burger King of indebtedness owed to it is $499,768.

            The parties  agree that,  applying the terms and  provisions  of the
Funding  Agreement  to the above  figures,  Litigation  Funding is  entitled  to
receive the sum of $3,227,014,  of which $750,001  represents  reimbursement  of
litigation  costs previously  advanced by Litigation  Funding on behalf of IFFC,
which  reimbursement is contemplated under the Funding Agreement.  The remaining
$2,477,014  represents the amount to which Litigation  Funding would be entitled
over and above the reimbursement of the amounts advanced by it under the Funding
Agreement.

            The parties  agree and  acknowledge  that,  due to (a)  restrictions
placed on the  utilization  of the  settlement  proceeds  by Burger  King in the
Settlement  Agreement,  (b)  the  inability  of IFFC  and  IFFP  (due  to  their
illiquidity and their  inability to use the Burger King  settlement  proceeds as
described  above) to  currently  satisfy  their  obligations  under the  Funding
Agreement, (c) the refusal by Litigation Funding (as permitted under the Funding
Agreement)  to accept  any other  assets  of IFFC or IFFP  other  than cash or a
promissory  note from IFFC as payment under the Funding  Agreement,  and (d) the
inability  of either  IFFC or IFFP to  obtain  alternate  financing  in order to
provide  the  funds  necessary  to  satisfy  their  respective   obligations  to
Litigation  Funding  under  the  Funding  Agreement  to pay  the  aforementioned
$3,227,013.60,  that Litigation  Funding shall accept,  as partial payment under
the Funding Agreement, the following:

                  (i)   On or before the execution hereof,  the sum of $759,001,
representing  the sum of $750,001 (the amount for which  Litigation  Funding was
entitled to be reimbursed  under the Funding  Agreement)  together with interest
thereon at the rate of 8% per annum accruing from March 14, 1997 to May 7, 1997,
the date of payment of such  amount,  the  receipt of which  Litigation  Funding
hereby acknowledges.

                  (ii)  On  or  before  the   execution   hereof,   the  sum  of
$281,861.75, representing the sum of $278,519.52 (representing a partial payment
of the  amounts  owed in  excess  of the above  $750,000  reimbursement  amount)
together with interest  thereon at the rate of 8% per annum  accruing from March
14,  1997 to May 7, 1997,  the date of payment of such  amount,  the  receipt of
which Litigation Funding hereby acknowledges.

                  (iii) A promissory note (the  "Promissory  Note") from IFFC to
Litigation  Funding in the amount of  $2,198,494.23,  providing  for interest at
prime plus 1% per annum, with such interest to be paid quarterly commencing July
1, 1997, and for the entire principal  balance thereof (and all accrued interest
thereon) to be paid on December 31, 1998. IFFC shall execute the Promissory Note
in the form attached hereto as Exhibit "A".

            The parties  acknowledge  and agree that the obligations of IFFC and
IFFP under the Funding  Agreement were secured by certain  security  agreements,




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UCC-1 financing statements and stock pledges held in escrow, all as set forth as
exhibits to the Funding Agreement. The parties hereto agree and acknowledge that
such  security  shall  continue  in full force and effect in order to secure the
repayment obligations hereunder of IFFC with respect to the Promissory Note, and
that this Agreement shall  constitute a security  agreement  creating a security
interest in the  aforementioned  collateral to secure  payment of the Promissory
Note. The parties hereto agree, after the date of this Agreement, to execute any
and all documents reasonably necessary to accomplish the foregoing.

            (b)   REMAINING  AMOUNTS OWED UNDER FUNDING  AGREEMENT.  The parties
acknowledge that Litigation Funding is also owed certain amounts with respect to
the  "contract  modification  proceeds",  as such term is defined in the Funding
Agreement.  The parties are currently  attempting  to reach  agreement as to the
value and amount of such "contract  modification  proceeds" (including,  but not
limited to, the value of (i) the "marketing  spendback" and "incentive marketing
spendback"  provisions of that certain Development Agreement entered into by and
between  Burger King and IFFC dated as of March 14, 1997,  and (ii) the value of
the  Development  Agreement  (independent  of the value of the  above-referenced
"marketing  spendback"  and  "incentive  marketing  spendback"  provisions;   in
particular,  the value of the exclusive  rights  granted under that  Development
Agreement to IFFC and IFFP).

            The parties  acknowledge  that, upon the  determination of the value
and amount of such  "contract  modification  proceeds",  as set forth  under the
Funding  Agreement,  IFFC and IFFP shall be liable  for  payment of a portion of
such amount to Litigation  Funding, in the amount and manner set forth under the
Funding Agreement.

      2.    FUNDING  AGREEMENT.  The parties agree and  acknowledge  that,  with
respect to the  payments  referenced  herein and the amounts to be  subsequently
determined as owed by IFFC and IFFP to Litigation Funding, the provisions of the
Funding  Agreement shall continue in full force and effect.  It is the intent of
the  parties  hereto  that the  agreement  of the  parties  as to payment of the
amounts owed to Litigation  Funding (under the Funding Agreement) as to the cash
settlement  proceeds  and debt  cancellation  proceeds  owed  under the  Funding
Agreement  shall be final and  determinative  as between  the  parties as to the
amounts  owed under  such  provisions  of the  Funding  Agreement,  but that the
provisions of the Funding  Agreement shall otherwise  continue in full force and
effect until such time as (a) the value and amount of the "contract modification
proceeds"  (as such term is defined in the Funding  Agreement)  is agreed to and
provisions are made for the payment thereof, and (b) all amounts payable by IFFC
and IFFP under the Funding  Agreement and hereunder  (including all amounts owed
under the Promissory Note) are paid in full to Litigation Funding.

            To the extent the foregoing  provisions  are  inconsistent  with the
provisions of the Funding  Agreement,  the parties agree that the  provisions of
this Agreement shall be controlling.

      3.    MISCELLANEOUS.

            (a)   ASSIGNMENT  OF SECURITY  INTEREST IN IFFP COMMON  STOCK.  IFFP
hereby reconfirms its assignment to Litigation  Funding of the security interest

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as set forth in Section 3 of the Funding Agreement, and agrees that the security
interest  fully  secures the payment to  Litigation  Funding of all amounts owed
under the Promissory  Note. IFFP agrees to, as soon as possible,  and at its own
expense,  take all such  actions as are  necessary,  to insure that the original
security  interests in the IFFP stock shall be modified to fully secure delivery
of all amounts still owing under the Funding  Agreement and all amounts  payable
under the Promissory Note.

            All  rights of  Litigation  Funding  with  respect  to the  security
interest  created  pursuant  to the Funding  Agreement  shall  remain  absolute,
unconditional  and unaffected by the provisions of this Agreement,  it being the
sole intent and purpose of this Section 3 of this  Agreement to provide that the
security  interest granted pursuant to the Funding  Agreement shall be construed
also to secure fully all obligations of IFFC hereunder (in particular, under the
Promissory Note).

            (b)   COUNTERPARTS.  This  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)   GOVERNING  LAW. Each of the parties to this  Agreement  hereby
irrevocably  submits to the  jurisdiction of the State or Federal courts located
in Dade County,  Florida in connection with any suit, action or other proceeding
arising out of or relating to this 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  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 in this paragraph.

      IFFP,  IFFC AND  LITIGATION  FUNDING  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  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 LITIGATION
FUNDING TO ENTER INTO THIS AGREEMENT.




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<PAGE>


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

                                    LITIGATION FUNDING, INC.


                                    By:_______________________________________


                                   INTERNATIONAL FAST FOOD CORPORATION


                                    By:_______________________________________


                                    INTERNATIONAL FAST FOOD POLSKA SP. ZO.O.



                                    By:_______________________________________

























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