0000950117-00-002435 Sample Contracts

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EXHIBIT B-1
Quiznos Corp • November 13th, 2000 • Patent owners & lessors • California
R E C I T A L S
Rights Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • California
RECITALS
Termination Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • Texas
EXHIBIT B-2
Quiznos Corp • November 13th, 2000 • Patent owners & lessors • California
RECITALS
Pledge Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • California
R E C I T A L S
Guaranty Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • Colorado
WITNESSETH
Reimbursement Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors
RECITALS
Security Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • California
BY AND AMONG
Securities Purchase Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • California

Exhibit A C Form of Secured Senior Note Exhibit B-1 C Form of Common Warrant Exhibit B-2 C Form of Preferred Warrant Exhibit C C Form of Guaranty Exhibit D C Form of Intellectual Property Security Agreement Exhibit E C Form of Investor Rights Agreement Exhibit F C Form of Pledge Agreement Exhibit G C Form of Registration Rights Agreement Exhibit H C Form of Security Agreement Exhibit I C Form of Compliance Certificate

W I T N E S S E T H:
Quiznos Corp • November 13th, 2000 • Patent owners & lessors • California
MARGIN AGREEMENT TO TUCKER ANTHONY
Margin Agreement • November 13th, 2000 • Quiznos Corp • Patent owners & lessors • New York
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