WITNESSETH

                             REIMBURSEMENT AGREEMENT

         THIS REIMBURSEMENT AGREEMENT (the "Agreement") is entered into this
____ day of November, 2000, by and between XXXXXXX X. XXXXXXX ("Xxxxxxx") and
THE QUIZNO'S CORPORATION, a Colorado corporation (the "Corporation").

                                   WITNESSETH

         WHEREAS, Xxxxxx Xxxxxxx Capital Markets ("Xxxxxx") has agreed to loan
up to $2,100,000.00 to Schaden under and pursuant to a Credit Agreement of even
date herewith (the "Loan"); and

         WHEREAS, in order to induce Xxxxxx to make the Loan to Schaden, the
Corporation has guarantied the payment of the Loan under and pursuant to a
Guaranty Agreement of even date herewith (the "Guaranty");

         WHEREAS, Schaden desires to assure the Corporation that he will
reimburse the Corporation for any amounts the Corporation is required to pay
under and pursuant to the Guaranty; and

         WHEREAS, Schaden desires to pledge all of the shares of capital stock
and other rights to receive stock or distributions of and from the Corporation
as collateral for his obligations hereunder.

         NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties agree as follows:

         1. Payment Under Guaranty. Upon satisfaction of the conditions stated
in the Guaranty, the Corporation will pay to Xxxxxx the amounts required to be
paid under the Guaranty.

         2. Reimbursement and Indemnity. Upon written demand by the Corporation,
Schaden shall indemnify, hold harmless and pay the Corporation in full for any
amounts that the Corporation paid to Xxxxxx under the Guaranty, and Schaden
shall indemnify, hold harmless and pay the Corporation all other losses, claims,
damages, fees, expenses and costs, including attorney's fees, asserted against
or paid by the Corporation under the Guaranty.

         3. Pledge. To secure the obligations of Schaden hereunder, Schaden
hereby pledges, assigns and transfers to Corporation, and grants to Corporation
a lien and security interest in any and all of his shares of common or preferred
capital stock in the Corporation, participations in profits or other
equivalents, however designated, other equity interests and other distributions
from the Corporation whether based upon ownership of equity or otherwise, and
any proceeds or products of the foregoing, however and whenever arising and
wherever located.

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         4. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, personal
and legal representatives, guardians, successors and assigns.


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

                                         ---------------------------------------
                                         Xxxxxxx X. Xxxxxxx

                                         THE QUIZNO'S CORPORATION, a Colorado
                                         corporation

                                         By:
                                            ------------------------------------
                                         Its:
                                             -----------------------------------

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