FRANCHISEE COMMITMENT

This Franchisee Commitment (the "Commitment") dated as of January 27, 2000, is
from the individual, individuals, entity and/or entities listed on Schedule I
hereto (collectively, the "Franchisees") to Burger King Corporation ("BKC").

                                  INTRODUCTION

         A.       BKC and Franchisees are parties to Franchise Agreements for
                  the Burger King(R) restaurants listed on Schedule I attached
                  hereto (individually, a "Restaurant" and collectively, the
                  "Restaurants").

         B.       BKC and Coca-Cola have entered into the Coca-Cola Soft Drink
                  Agreement regarding the sale of certain Coca-Cola beverages to
                  and by Burger King restaurants located in the United States.

         C.       BKC and Dr Pepper have entered into the Dr Pepper Soft Drink
                  Agreement regarding the sale of certain Dr Pepper beverages to
                  and by Burger King restaurants located in the United States.

         D.       Pursuant to the Coca-Cola Soft Drink Agreement, Coca-Cola has
                  agreed, among other things, to make available to Burger King
                  franchisees an upfront transformation investment (the
                  "Coca-Cola Funds") to be used in connection with the
                  Transformation Initiatives.

         E.       Pursuant to the Dr Pepper Agreement, Dr Pepper has agreed,
                  among other things, to make available to Burger King
                  franchisees an upfront transformation investment (the "Dr
                  Pepper Funds") to be used in connection with the
                  Transformation Initiatives.

         F.       Pursuant to the Trust Agreement, Coca-Cola and Dr Pepper have
                  agreed to deposit the Coca-Cola and Dr Pepper Funds into a
                  Trust Account with the Trustee, to be used by Qualified
                  Franchisees for the Transformation Initiatives and for other
                  restaurant transformation purposes.

         G.       The Franchisees desire to become Beneficiaries under the Trust
                  Agreement. The Franchisees are therefore willing to execute
                  and deliver this document to evidence their commitment to the
                  purposes of the Soft Drink Agreements and the Transformation
                  Initiatives and to use the Payment Amount for the purposes
                  described herein.

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1.       Definitions. The definitions set forth in this Section shall apply to
         the following terms when used with initial capital letters in this
         Commitment and any attachments, Exhibits, or amendments hereto.

         1.1      ADI. Area of Dominant Influence.

         1.2      Beneficiaries. Those Burger King franchisees who execute a
                  Franchisee Commitment.

         1.3      BKC. Burger King Corporation, a Florida corporation.

         1.4      Burger King System. The system of BKC-owned and franchised
                  Burger King restaurants in the U.S.

         1.5      Class A Qualified Restaurants. Those Burger King restaurants
                  that were open for business in the U.S. under valid Franchise
                  Agreements as of the First Installment Qualifying Date and on
                  the date hereof. Class A Qualified Restaurants do not include
                  those Burger King restaurants with franchise agreements that
                  expire on or before June 30, 2002 if BKC has determined that
                  they are ineligible for successor. Class A Qualified
                  Restaurants include Limited Menu Restaurants.

         1.6      Class B Qualified Restaurants. Those Burger King restaurants
                  that were open for business in the U.S. under valid Franchise
                  Agreements as of the Second Installment Qualifying Date. Class
                  B Qualified Restaurants do not include those Burger King
                  restaurants with franchise agreements that expire on or before
                  June 30, 2002 if BKC has determined that they are ineligible
                  for successor. Class B Qualified Restaurants exclude Limited
                  Menu Restaurants.

         1.7      Coca-Cola. The Coca-Cola Company, a Delaware corporation.

         1.8      Coca-Cola Soft Drink Agreement. The Soft Drink Agreement dated
                  as of October 20, 1999 by and between BKC and Coca-Cola.

         1.9      Drive-Thru Approval Date. The date upon which BKC approves and
                  mandates the Drive-Thru 2000 Package.

         1.10     Drive-Thru 2000 Package. One of the Transformation Initiatives
                  currently being considered by BKC for use in the Burger King
                  System. The Drive-Thru 2000 Package will consist of those
                  items of equipment and other components approved and mandated
                  by BKC.

         1.11     Dr Pepper. Dr Pepper/Seven Up, Inc., a Delaware corporation.

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         1.12     Dr Pepper Soft Drink Agreement. The Soft Drink Agreement dated
                  as of December 23, 1999 by and between BKC and Dr Pepper.

         1.13     First Installment Qualifying Date. December 1, 1999.

         1.14     Grantors. Collectively, Coca-Cola and Dr Pepper.

         1.15     Have It Your Way Kitchen. One of the Transformation
                  Initiatives currently being considered by BKC for use in the
                  Burger King System. The "Have It Your Way Kitchen" is a new
                  kitchen operating system and includes a new flexible broiler.

         1.16     Limited Menu Restaurant. A Burger King restaurant facility
                  without a drive-thru that serves a limited menu of Burger King
                  products.

         1.17     NFA. The National Franchisee Association, Inc.

         1.18     Payment Amount. The sum of up to $56,000 per Qualified
                  Restaurant.

         1.19     Qualified Franchisee. A Burger King franchisee who (i) owns
                  one or more Qualified Restaurants, and (ii) executes and
                  delivers this Commitment with respect to all of its Qualified
                  Restaurants.

         1.20     Qualified Restaurants. Collectively, the Class A Qualified
                  Restaurants and the Class B Qualified Restaurants.

         1.21     RSI. Restaurant Services, Inc., the exclusive purchasing agent
                  for the Burger King System.

         1.22     Second Installment Qualifying Date. A specific date which is
                  sixty (60) days after the Drive-Thru Approval Date.

         1.23     Soft Drink Agreements. Collectively, the Coca-Cola Soft Drink
                  Agreement and the Dr Pepper Soft Drink Agreement.

         1.24     Transformation Initiatives. The initiatives and associated
                  expenses which BKC has determined or may determine are
                  critical elements of BKC's transformation and marketing
                  strategy intended to increase Burger King restaurant sales,
                  including soft drink sales, which currently include, without
                  limitation, those initiatives currently referred to as the
                  "Drive-Thru 2000 Package," "Have It Your Way Kitchen" and/or
                  the "Integrated Supply Chain Management Initiative."

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         1.25     Trust Account. The Trust Account established by the Grantors
                  for the benefit of the Beneficiaries pursuant to the Trust
                  Agreement.

         1.26     Trust Agreement. The Trust Agreement dated as of December 23,
                  1999 by and among the Grantors, the Trustee and the
                  Beneficiaries.

         1.27     Trustee. Citibank, N.A., a national banking association.

2.       Representations and Warranties of Franchisees. The Franchisees, jointly
         and severally, represent and warrant to BKC as follows:

         2.1      All of the Restaurants listed on Schedule I are Class A
                  Qualified Restaurants.

         2.2      The Franchisees serve COCA-COLA(R) products supplied under
                  supply agreements with BKC at all of their Class A Qualified
                  Restaurants.

         2.3      The Franchisees either currently serve or will serve Dr
                  Pepper(R) at all of their Class A Qualified Restaurants by
                  December 31, 2000 under supply agreements with BKC.

         2.4      This Commitment constitutes a valid and binding obligation of
                  the Franchisees enforceable in accordance with its terms to
                  the extent permitted under applicable law, subject as to
                  enforcement only to bankruptcy, insolvency, reorganization,
                  moratorium or other laws affecting the enforceability of
                  creditors' rights generally.

3.       Acknowledgements of Franchisees.

         3.1      The Franchisees hereby acknowledge and agree that they are
                  obligated under their Franchise Agreements to install signage
                  bearing the new "Burger King Bun Halves and Crescent" logo at
                  all of their Burger King Restaurants in the U.S. at their sole
                  cost and expense by no later than December 31, 2001.

         3.2      The Franchisees hereby acknowledge and agree that they are
                  obligated to maintain their Restaurants in good condition and
                  repair to the extent necessary to bring their Restaurants into
                  compliance with the Franchise Agreements, including, without
                  limitation, painting their restaurant buildings, resealing and
                  restriping restaurant parking lots, upgrading restaurant
                  landscaping, and that doing so is in the best interests of the
                  Franchisees and the Burger King System.

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         3.3      For Restaurants with a Drive-Thru, the Franchisees hereby
                  acknowledge and agree that, once BKC mandates the Drive-Thru
                  2000 Package for use in the Burger King System, they will be
                  obligated under their Franchise Agreements to install the
                  Drive-Thru 2000 Package at the Restaurants by no later than
                  December 31, 2001 at their sole cost and expense. Any work in
                  connection with the Drive-Thru 2000 Package will be performed
                  in a good and workmanlike manner using only equipment approved
                  by BKC. If the Franchisees' Class B Qualified Restaurants
                  include Restaurants not listed on Schedule I, the Franchisees
                  will also install the Drive-Thru 2000 Package at those
                  additional Restaurants by no later than December 31, 2001.

         3.4      The Franchisees agree that the purchase of all equipment for
                  the Drive-Thru 2000 Package will be arranged through RSI, and
                  that the Franchisees will be responsible for obtaining all
                  necessary approvals and consents from governmental agencies,
                  if any, to implement the Drive-Thru 2000 Package and for
                  payment of all costs, expenses and fees associated therewith,
                  including, but not limited to, contractors and materialmen.

4.       Additional Covenants of Franchisees.

         4.1      The Franchisees will be responsible for the costs associated
                  with the roll-out of the Drive-Thru 2000 Package to the
                  Restaurants, as determined by RSI. In addition, the
                  Franchisees will be responsible for the costs associated with
                  the training of employees, managers and crew in connection
                  with the Drive-Thru 2000 Package, and for roll-out and
                  training costs in connection with the Have It Your Way Kitchen
                  initiative, only if the Have It Your Way Kitchen is approved
                  and mandated by BKC at some future date. These obligations may
                  include attendance by the Franchisees and/or any in-restaurant
                  personnel at such training sessions as BKC may reasonably
                  require at such time and locations as may be reasonably
                  designated by BKC.

         4.2      The Franchisees agree to use the First Installment of the
                  Payment Amount to (a) install new signage in accordance with
                  Section 3.1 above, (b) "spruce up" the Restaurants in
                  accordance with Section 3.2 above, and (c) reseal and restripe
                  restaurant parking lots in accordance with Section 3.2 above.
                  The Franchisees further agree that the work required under
                  Section 3.2 will be completed by September 30, 2000, unless
                  the Franchisees elect to "early successor" a Restaurant under
                  BKC's Early Successor Incentive Programs, in which case the
                  work will be completed within the time frames established
                  under such programs.

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5.       Payment Procedures; Timing of Payments. The Payment Amount is payable
         in two (2) installments as follows:

         5.1      Upon execution and delivery to BKC of this Commitment, the
                  Franchisees will be eligible to receive $28,000 per Restaurant
                  (the "First Installment"). To receive the First Installment on
                  or about March 15, 2000, the Franchisees must return this
                  Commitment by no later than January 31, 2000. If the
                  Franchisees return this Commitment after January 31, 2000 (but
                  before July 31, 2000), the First Installment will be included
                  with the payment of the Second Installment (as defined below).
                  Upon receipt of this Commitment, BKC will verify that the
                  Restaurants listed in Schedule I are Class A Qualified
                  Restaurants. BKC will then advise the Trustee that the
                  Franchisees are eligible to receive the First Installment with
                  respect to their Class A Qualified Restaurants, and the
                  Trustee will disburse the First Installment to the Franchisees
                  in accordance with an established payment schedule. The
                  Franchisees are eligible to receive the First Installment for
                  any Limited Menu Restaurants included in Schedule I.

         5.2      Following the Drive-Thru Approval Date (but prior to March 31,
                  2001), the Franchisees may seek payment in the amount of
                  $28,000 for each of their Class B Qualified Restaurants (the
                  "Second Installment") by executing and delivering to BKC a
                  Beneficiary's Certificate in the form to be provided by BKC.
                  The Beneficiary's Certificate should list all of the
                  Franchisees' Class B Qualified Restaurants.

         5.3      On September 30, 2000 or the date upon which the NFA endorses
                  the Drive-Thru 2000 Package, whichever is earlier, BKC will
                  advise the Trustee that the Franchisees are eligible to
                  receive the Second Installment with respect to their Class B
                  Qualified Restaurants, provided that BKC has previously
                  received the executed Beneficiary's Certificate from the
                  Franchisees and verified that the Restaurants listed in the
                  Certificate are Class B Qualified Restaurants. Thereafter, the
                  Trustee will disburse the Second Installment to the
                  Franchisees in accordance with an established payment
                  schedule. The Franchisees acknowledge that they will not be
                  eligible to receive the Second Installment for any Limited
                  Menu Restaurants, as determined by BKC.

         5.4      By no later than July 31, 2001, the Trustee will disburse any
                  residual funds remaining in the Trust Account based upon the
                  proportion that the number of Qualified Restaurants owned by
                  the Franchisees bears to the total number of Qualified
                  Restaurants

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                  owned by all Beneficiaries. For illustration purposes only, if
                  a Franchisee owns eight (8) Restaurants, and there are 8,000
                  Qualified Restaurants and the residual funds are $100,000,
                  then the Franchisee will receive 8/8000 (or 1/1000) of the
                  $100,000 residual, or a total of $100 from the residual funds.

         5.5      The Trustee will disburse all of the installments to the
                  Franchisees on a "first come, first served" basis.
                  Accordingly, if there are insufficient funds in the Trust
                  Account to pay any installment, the Franchisees will have to
                  defer receipt of payment until the Grantors deposit additional
                  funds in the Trust Account in accordance with the funding
                  schedules set forth in the Trust Agreement.

6.       Accounting Rights. BKC shall have the right to require the Franchisees
         to provide an accounting of Franchisees' use of the Payment Amount to
         the extent necessary under this Commitment.

7.       Default.

         7.1      The Franchisees acknowledge that the failure to install new
                  signage as mandated by BKC and to paint their restaurant
                  buildings, reseal and restripe parking lots and upgrade
                  restaurant landscaping to the extent necessary to bring their
                  Restaurants into compliance with the Franchise Agreements
                  shall constitute events of default under the Franchise
                  Agreements and this Commitment. The Franchisees further
                  acknowledge that once BKC has mandated the Drive-Thru 2000
                  Package for use in the Burger King System, the failure to
                  implement the Drive-Thru 2000 Package by December 31, 2001
                  shall constitute an event of default under the Franchise
                  Agreements and this Commitment. In such event, if any such
                  failure continues after notice of default and the expiration
                  of any applicable cure period, BKC may proceed to protect and
                  enforce its rights either by suit in equity and/or by action
                  at law pursuant to the terms of the Franchise Agreements. In
                  addition, the Trustee may seek to recover the Payment Amount
                  paid to the Franchisees with respect to the Restaurants.

         7.2      Franchisees hereby acknowledge that their compliance with the
                  terms of this Commitment is critical to BKC's transformation
                  and marketing strategy intended to increase Burger King
                  restaurant sales due to the fact that the signage and the
                  Drive-Thru 2000 Package must be installed in at least 67% of
                  the Burger King Restaurants in an ADI in order to advertise
                  the initiative to consumers. The Franchisees further
                  acknowledge that the remedy at law for any breach or
                  threatened breach of this Commitment is inadequate.
                  Accordingly, Franchisees hereby waive any right to

<PAGE>   8

                  object to specific performance or other equitable relief as a
                  remedy for any such breach. The Franchisees further agree to
                  waive any requirement for the securing or posting of any bond
                  in connection with such remedy. Such remedy shall not be
                  deemed to be the exclusive remedy for such breach, but shall
                  be in addition to other remedies available at law or in equity
                  to BKC.

         7.3      In any litigation to enforce the terms of this Commitment, the
                  prevailing party shall recover and the losing party shall pay
                  the reasonable attorneys' fees and costs incurred by the
                  prevailing party.

8.       Amendments to Franchise Agreements. To the extent that any provisions
         of this Commitment impose additional obligations on the Franchisees or
         confer additional rights or remedies on BKC than the obligations,
         rights and remedies set forth in the Franchise Agreements, the
         Franchise Agreements are hereby amended accordingly.

9.       Limited Release Relating to Administration of Trust Account. In
         consideration for all amounts paid to the Franchisees hereunder in
         accordance with the provisions hereof, the Franchisees, jointly and for
         themselves, their respective officers, directors, partners,
         shareholders, successors, assigns, personal representatives and
         affiliates (collectively, the "Releasing Parties"), release, acquit,
         satisfy and forever discharge, BKC, Coca-Cola, Dr Pepper and the
         Trustee, and their respective successors, predecessors, counsel,
         insurers, assigns, officers, directors, employees, affiliates and
         agents, past and present (collectively, the "Released Parties"), from
         and against all claims, actions, causes of action, demands, damages,
         costs, suits, debts, covenants, controversies and any other liabilities
         whatsoever, whether known or unknown, liquidated, fixed, contingent,
         matured, unmatured, disputed, undisputed, legal or equitable, which the
         Releasing Parties ever had, now have, can, shall or may have, against
         the Released Parties relating to (a) the establishment and funding of
         the Trust, (b) the distribution of the Coca-Cola Funds and Dr Pepper
         Funds in accordance with the provisions of the Trust Agreement, (c) the
         eligibility requirements described herein, and (d) any determination of
         eligibility with respect to the Franchisees' Restaurants.

10.      Termination of Commitment. Once the Franchisees have discharged all of
         their duties and obligations under this Commitment, as determined by
         BKC in its reasonable discretion, this Commitment shall terminate in
         its entirety and be of no further force and effect, and to the extent
         that this Commitment constitutes an amendment to the Franchise
         Agreements, such amendment shall terminate in its entirety and be of no
         further force and effect.

<PAGE>   9

11.      Governing Law; Jurisdiction and Venue. This Commitment shall be
         governed by the laws of the State of Florida, without reference to
         principles of conflicts of laws. The Franchisees hereby agree that the
         U.S. District Court for the Southern District of Florida, or only if
         such court lacks jurisdiction, the 11th Judicial Circuit (or its
         successor) in and for Miami-Dade County, Florida, shall be the venue
         and exclusive proper forum in which to adjudicate any case or
         controversy under or in connection with this Commitment.


FRANCHISEES

NAME OF OPERATING COMPANY
OR ENTITY

BRAVOKILO, INC.


By:  /s/ Daniel B. Fitzpatrick
     ----------------------------------------
     Daniel B. Fitzpatrick
Its: President
     ---------------------------------------


QUALITY DINING, INC.


By:  /s/ Daniel B. Fitzpatrick
     ----------------------------------------
     Daniel B. Fitzpatrick
Its: President
     ---------------------------------------

<PAGE>   10

                                   SCHEDULE I
                                       TO
                              FRANCHISEE COMMITMENT


                      List of Class A Qualified Restaurants


NAME OF FRANCHISE GROUP:

FRANCHISE GROUP NUMBER:

PERSON OR ENTITY TO WHOM PAYMENT
SHOULD BE MADE (PAYEE):

PAYEE'S TAX IDENTIFICATION NUMBER:


RESTAURANT #                         ADDRESS               CITY, STATE, ZIP CODE
--------------------------------------------------------------------------------


                             (SEE ATTACHED PRINTOUT)

Source: OneCLE Business Contracts.