December 29, 1998





The Board of Directors
The Quizno's Corporation
1099 18th Street, Suite 2850
Denver, Colorado  80202

Gentlemen:

We propose to acquire all of the outstanding shares of the Company not currently
owned by our group on the terms and  conditions  set forth in this letter.  Each
holder of the $.001 Common Stock (the "Common  Stock"),  would  receive  between
$7.84 and $8.20 per share payable in cash.

This offer represents an approximate 10 to 15% premium over yesterday's  closing
stock price of $7.125.

We understand that in  transactions of this nature,  it is typical for a special
committee of independent  directors (the "Special  Committee") to be established
to review the acquisition  proposal.  We suggest that the formation of a Special
Committee be accomplished during today's Board of Directors meeting.

We will forward in due course to the members of that Special Committee a form of
acquisition  agreement  setting forth our proposed  terms and  conditions of the
proposed transaction.

Our proposal is  conditioned  upon the  execution  of a  definitive  acquisition
agreement  containing  the terms and  conditions  set forth above and such other
mutually  agreeable  terms and conditions as are customary in agreements of this
sort,  including  but not  limited  to  customary  representations,  warranties,
covenants and  conditions.  It is also subject to, among other  things,  (1) the
approval of the transaction by the Special Committee, the Board of Directors and
the Stockholders of the Company,  (2) receipt of satisfactory  financing for the
transaction, (3) receipt of a fairness opinion or an appraisal of the fair value
of the shares to the Special  Committee that indicates that the price payable to
the  stockholders  is fair value to the  Stockholders of the Company and (4) the
receipt of all necessary regulatory approvals.





The Board of Directors
The Quizno's Corporation
December 29, 1998
Page Two


We would like to proceed with this  transaction as soon as possible.  We reserve
the right to modify or withdraw this proposal at any time prior to the execution
and delivery of the definitive acquisition agreement in the event that we become
aware of any facts or circumstances  that we determine,  in our sole discretion,
make such action appropriate.  We will not have any obligation to the Company or
its  Stockholders  with  respect to this  proposal  prior to the  execution  and
delivery of the definitive  acquisition  agreement.  The Company will pay all of
our direct and indirect costs and expenses in any way connected to or associated
with this proposal and in the transaction contemplated hereby.

We and our advisors are prepared promptly to meet with the Special Committee and
its advisers to answer any questions  that may arise  regarding our proposal and
the proposed transaction.

                               Very truly yours,



                               /s/ Richard E. Schaden
                                   Richard E. Schaden

                               /s/ Richard F. Schaden
                                   Richard F. Schaden