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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000718332-01-000002.txt : 20010207
<SEC-HEADER>0000718332-01-000002.hdr.sgml : 20010207
ACCESSION NUMBER:		0000718332-01-000002
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20001224
FILED AS OF DATE:		20010206

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PIZZA INN INC /MO/
		CENTRAL INDEX KEY:			0000718332
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
		IRS NUMBER:				470654575
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			0626

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		
		SEC FILE NUMBER:	000-12919
		FILM NUMBER:		1525807

	BUSINESS ADDRESS:	
		STREET 1:		5050 QUORUM DR STE 500
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		2147019955

	MAIL ADDRESS:	
		STREET 1:		5050 QUORUM DR STE 500
		STREET 2:		5050 QUORUM DR STE 500
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PANTERAS CORP
		DATE OF NAME CHANGE:	19901126

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONCEPT DEVELOPMENT INC
		DATE OF NAME CHANGE:	19870212
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                    FORM 10-Q
(MARK  ONE)

[X}QARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  DECEMBER  24,  2000.
                                                   -------------------

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  _____________  TO
_______________.

                        COMMISSION FILE NUMBER   0-12919

                                 PIZZA INN, INC.
                    (EXACT NAME OF REGISTRANT IN ITS CHARTER)


                             MISSOURI                   47-0654575
           (STATE  OR  OTHER  JURISDICTION  OF        (I.R.S.  EMPLOYER
              INCORPORATION  OR  ORGANIZATION)       IDENTIFICATION  NO.)


                                5050 QUORUM DRIVE
                                    SUITE 500
                              DALLAS, TEXAS  75240
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
                               INCLUDING ZIP CODE)

                                 (972) 701-9955
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

     INDICATE  BY  CHECK  MARK  WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED  TO  BE  FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934  DURING THE PRECEDING 12 MONTHS (OR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS  REQUIRED  TO  FILE  SUCH  REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS  FOR  THE  PAST  90  DAYS.  YES[X]       NO

     INDICATE  BY  CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS  REQUIRED  TO  BE  FILED  BY  SECTIONS 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED  BY  A  COURT.  YES[X]        NO

     AT  FEBRUARY 2, 2001, AN AGGREGATE OF 10,587,113 SHARES OF THE REGISTRANT'S
COMMON  STOCK,  PAR  VALUE  OF  $.01  EACH (BEING THE REGISTRANT'S ONLY CLASS OF
COMMON  STOCK),  WERE  OUTSTANDING.


<PAGE>


                                 PIZZA INN, INC.

                                      Index
                                      -----

PART  I.    FINANCIAL  INFORMATION

Item  1.     Financial  Statements                                          Page
- --------     ---------------------                                          ----

     Consolidated  Statements  of Operations for the three months and six
     months ended December  24,  2000  and  December  26,  1999                3

     Consolidated  Balance  Sheets  at December 24, 2000 and June 25, 2000     4

     Consolidated  Statements  of  Cash  Flows  for  the  six  months  ended
     December  24,  2000  and  December  26,  1999                             5

     Notes  to  Consolidated  Financial  Statements                            7


Item 2.   Management's  Discussion  and  Analysis  of
- -------   -------------------------------------------
          Financial Condition and Results of Operations                       10
         ---------------------------------------------



PART  II.   OTHER  INFORMATION

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders     12
- --------     -----------------------------------------------------------


Item  6.     Exhibits  and  Reports  on  Form  8-K                           12
- --------     -------------------------------------

     Signatures                                                              13

                         PART 1.  FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  INFORMATION
- --------------------------------
<TABLE>
<CAPTION>

                                              PIZZA INN, INC.
                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                (UNAUDITED)


                                       THREE MONTHS ENDED   SIX MONTHS ENDED
                                       -------------------  -----------------
                                          DECEMBER 24,        DECEMBER 26,     DECEMBER 24,   DECEMBER 26,
REVENUES:                                     2000                1999             2000           1999
                                       -------------------  -----------------  -------------  -------------
<S>                                    <C>                  <C>                <C>            <C>
  Food and supply sales . . . . . . .  $            13,502  $          14,292  $      28,230  $      29,621
  Franchise revenue . . . . . . . . .                1,338              1,399          2,739          2,868
  Restaurant sales. . . . . . . . . .                  582                581          1,151          1,158
  Other income. . . . . . . . . . . .                   98                 59            216             78
                                       -------------------  -----------------  -------------  -------------
                                                    15,520             16,331         32,336         33,725
                                       -------------------  -----------------  -------------  -------------

COSTS AND EXPENSES:
  Cost of sales . . . . . . . . . . .               12,710             13,814         26,635         28,398
  Franchise expenses. . . . . . . . .                  597                280          1,181            907
  General and administrative expenses                1,163                929          2,183          1,837
  Interest expense. . . . . . . . . .                  248                179            503            318
                                       -------------------  -----------------  -------------  -------------
                                                    14,718             15,202         30,502         31,460
                                       -------------------  -----------------  -------------  -------------

INCOME BEFORE INCOME TAXES. . . . . .                  802              1,129          1,834          2,265

  Provision for income taxes. . . . .                  273                384            659            772
                                       -------------------  -----------------  -------------  -------------

NET INCOME. . . . . . . . . . . . . .  $               529  $             745  $       1,175  $       1,493
                                       ===================  =================  =============  =============

BASIC EARNINGS PER COMMON SHARE . . .  $              0.05  $            0.06  $        0.11  $        0.13
                                       ===================  =================  =============  =============

DILUTED EARNINGS PER COMMON SHARE . .  $              0.05  $            0.06  $        0.11  $        0.13
                                       ===================  =================  =============  =============

DIVIDENDS DECLARED PER COMMON SHARE .  $              0.06  $            0.06  $        0.12  $        0.12
                                       ===================  =================  =============  =============

WEIGHTED AVERAGE COMMON SHARES. . . .               10,723             11,570         10,729         11,411
                                       ===================  =================  =============  =============

WEIGHTED AVERAGE COMMON AND
  POTENTIAL DILUTIVE COMMON SHARES. .               10,725             11,691         10,735         11,581
                                       ===================  =================  =============  =============
<FN>

                        See accompanying Notes to Consolidated Financial Statements.
</TABLE>



<TABLE>
<CAPTION>

                                       PIZZA INN, INC.
                                 CONSOLIDATED BALANCE SHEETS
                          (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                                                   DECEMBER 24,    JUNE 25,
ASSETS                                                                 2000          2000
                                                                  --------------  ----------
<S>                                                               <C>             <C>
            (UNAUDITED)
CURRENT ASSETS
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $         403   $     484
  Accounts receivable, less allowance for doubtful
    accounts of $774 and $776, respectively. . . . . . . . . . .          5,146       4,681
  Notes receivable, current portion, less allowance
    for doubtful accounts of $280 and $260, respectively . . . .          1,010         810
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .          2,439       2,910
  Deferred taxes, net. . . . . . . . . . . . . . . . . . . . . .          1,117       1,117
  Prepaid expenses and other . . . . . . . . . . . . . . . . . .            465         566
                                                                  --------------  ----------
      Total current assets . . . . . . . . . . . . . . . . . . .         10,580      10,568
Property, plant and equipment, net . . . . . . . . . . . . . . .          3,379       1,650
Property under capital leases, net . . . . . . . . . . . . . . .            899       1,165
Deferred taxes, net. . . . . . . . . . . . . . . . . . . . . . .          2,768       3,312
Long-term notes receivable, less
  allowance for doubtful accounts of $21 and $66,
  respectively . . . . . . . . . . . . . . . . . . . . . . . . .             13         262
Deposits and other . . . . . . . . . . . . . . . . . . . . . . .            568         734
                                                                  --------------  ----------
                                                                  $      18,207   $  17,691
                                                                  ==============  ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable - trade . . . . . . . . . . . . . . . . . . .  $       2,264   $   2,251
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .          1,916       1,797
  Current portion of long-term debt. . . . . . . . . . . . . . .          1,250       1,250
  Current portion of capital lease obligations . . . . . . . . .            556         534
                                                                  --------------  ----------
    Total current liabilities. . . . . . . . . . . . . . . . . .          5,986       5,832

LONG-TERM LIABILITIES
  Long-term debt . . . . . . . . . . . . . . . . . . . . . . . .         10,552       9,842
  Long-term capital lease obligations. . . . . . . . . . . . . .            529         813
  Other long-term liabilities. . . . . . . . . . . . . . . . . .            755         715
                                                                  --------------  ----------
                                                                         17,822      17,202
                                                                  --------------  ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.01 par value; authorized 26,000,000 shares;
    issued 14,954,919 and 14,954,789 shares, respectively
    outstanding  10,686,803 and 10,645,380 shares, respectively.            150         150
  Additional paid-in capital . . . . . . . . . . . . . . . . . .          7,823       7,708
  Loans to officers. . . . . . . . . . . . . . . . . . . . . . .         (2,325)     (2,250)
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . .         12,894      13,163
  Treasury stock at cost
    Shares in treasury: 4,268,116 and 4,309,409 respectively . .        (18,157)    (18,282)
                                                                  --------------  ----------
    Total shareholders' equity . . . . . . . . . . . . . . . . .            385         489
                                                                  --------------  ----------
                                                                  $      18,207   $  17,691
                                                                  ==============  ==========
<FN>

                See accompanying Notes to Consolidated Financial Statements.
</TABLE>



<TABLE>
<CAPTION>

                                           PIZZA INN, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (IN THOUSANDS)
                                             (UNAUDITED)


                                                                    SIX MONTHS ENDED
                                                                   ------------------
                                                                      DECEMBER 24,      DECEMBER 26,
                                                                          2000              1999
                                                                   ------------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>                 <C>
  Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $           1,175   $       1,493
  Adjustments to reconcile net income to
    cash provided by operating activities:
    Depreciation and amortization . . . . . . . . . . . . . . . .                676             570
    Provision for bad debt. . . . . . . . . . . . . . . . . . . .                125              25
    Utilization of pre-reorganization net operating
      loss carryforwards. . . . . . . . . . . . . . . . . . . . .                544             427
  Changes in assets and liabilities:
    Notes and accounts receivable . . . . . . . . . . . . . . . .               (541)           (158)
    Inventories . . . . . . . . . . . . . . . . . . . . . . . . .                471            (412)
    Accounts payable - trade. . . . . . . . . . . . . . . . . . .                 13            (357)
    Accrued expenses. . . . . . . . . . . . . . . . . . . . . . .                119            (164)
    Prepaid expenses and other. . . . . . . . . . . . . . . . . .                311             129
                                                                   ------------------  --------------
    CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . .              2,893           1,553
                                                                   ------------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures. . . . . . . . . . . . . . . . . . . . . .             (2,067)           (444)
                                                                   ------------------  --------------
    CASH USED FOR INVESTING ACTIVITIES. . . . . . . . . . . . . .             (2,067)           (444)
                                                                   ------------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Borrowings of long-term bank debt . . . . . . . . . . . . . . .              2,235           3,300
  Repayments of long-term bank debt and capital lease obligations             (1,787)           (767)
  Dividends paid. . . . . . . . . . . . . . . . . . . . . . . . .             (1,243)         (1,374)
  Proceeds from exercise of stock options . . . . . . . . . . . .                298              71
  Officer loan payment. . . . . . . . . . . . . . . . . . . . . .                165               -
  Purchases of treasury stock . . . . . . . . . . . . . . . . . .               (575)         (2,471)
                                                                   ------------------  --------------
    CASH USED FOR FINANCING ACTIVITIES. . . . . . . . . . . . . .               (907)         (1,241)
                                                                   ------------------  --------------

Net decrease in cash and cash equivalents . . . . . . . . . . . .                (81)           (132)
Cash and cash equivalents, beginning of period. . . . . . . . . .                484             509
                                                                   ------------------  --------------
Cash and cash equivalents, end of period. . . . . . . . . . . . .  $             403   $         377
                                                                   ------------------  --------------

<FN>

                     See accompanying Notes to Consolidated Financial Statements.
</TABLE>

<TABLE>
<CAPTION>

                 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                                  (IN THOUSANDS)
                                    (UNAUDITED)


                                                  SIX MONTHS ENDED
                                                  -----------------
                                                    DECEMBER 24,     DECEMBER 26,
                                                        2000             1999
                                                  -----------------  -------------

CASH PAYMENTS FOR:
<S>                                               <C>                <C>
  Interest . . . . . . . . . . . . . . . . . . .  $             525  $         214
  Income taxes . . . . . . . . . . . . . . . . .                 25             60


NONCASH FINANCING AND INVESTING
ACTIVITIES:

  Stock issued to officers in exchange for loans  $             303  $           -
  Capital lease obligations incurred . . . . . .                  -            158

<FN>

           See accompanying Notes to Consolidated Financial Statements.
</TABLE>


                                 PIZZA INN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
(1)     The  accompanying  consolidated  financial statements of Pizza Inn, Inc.
(the  "Company")  have  been  prepared  without  audit pursuant to the rules and
regulations  of the Securities and Exchange Commission.  Certain information and
footnote  disclosures  normally  included  in the financial statements have been
omitted  pursuant  to  such  rules  and regulations.  The consolidated financial
statements should be read in conjunction with the notes to the Company's audited
consolidated  financial  statements  in  its Form 10-K for the fiscal year ended
June 25, 2000. Certain prior year amounts have been reclassified to conform with
current  year  presentation.

In  the opinion of management, the accompanying unaudited consolidated financial
statements  contain  all  adjustments  necessary to fairly present the Company's
financial  position  and  results  of  operations  for the interim periods.  All
adjustments  contained  herein  are  of  a  normal  recurring  nature.

(2)     The  Company entered into an agreement effective March 31, 2000 with its
current  lender to extend the term of its existing $9.5 million revolving credit
line through March 2002 and to modify certain financial covenants.  In addition,
the  Company entered into a $5,000,000 term note with monthly principal payments
of  $104,000  maturing  on March 31, 2004.  Interest on the term loan is payable
monthly.  Interest  is  provided  for  at a rate equal to prime less an interest
rate  margin  of  .75%, or, at the Company's option, to the Eurodollar rate plus
1.5%.  The  Company  entered  into  an  amendment  to  this agreement, effective
December  28,  2000, modifying certain financial covenants, as a result of a new
construction  loan  as  noted  below.  The  Company  has used approximately $2.0
million  of its credit line to fund costs of the new building project, including
the  land  acquisition  and  certain  development  costs  incurred  to  date.

The  Company  entered  into  an  agreement  effective December 28, 2000 with its
current lender to provide up to $8.125 million of financing for the construction
of  the  Company's  new headquarters, training center and distribution facility.
The  construction  loan  will  convert  to  a  term  loan upon completion of the
construction phase and the then unpaid principal balance will mature on December
28,  2007.  The  term  loan  will  amortize  over  a  term of twenty years, with
principal  and interest payments due monthly. Interest is provided for at a rate
equal to prime less an interest rate margin of .50% prior to loan conversion and
 .75%  following  loan conversion, or, at the Company's option, to the Eurodollar
rate  plus  1.5%.  The  Company  has the obligation after the conversion date to
cause  the  outstanding principal amount to be subject to a fixed interest rate.

(3)     In  December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB  101").  SAB  101,  which  provides  the SEC's views in applying generally
accepted  accounting  principles to revenue recognition in financial statements,
must  be  adopted  by  the  Company  in  its  fiscal  fourth  quarter.  Based on
preliminary  analysis,  the  Company  does not expect the adoption of SAB 101 to
have  a  material  effect  on  its  consolidated  financial  statements.












(4)     The  following  table  shows  the  reconciliation  of  the numerator and
denominator of the basic EPS calculation to the numerator and denominator of the
diluted  EPS  calculation  (in  thousands,  except  per  share  amounts).


<TABLE>
<CAPTION>


                                                  INCOME        SHARES      PER SHARE
                                               (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                               ------------  -------------  ----------
<S>                                            <C>           <C>            <C>
THREE MONTHS ENDED DECEMBER 24,  2000
BASIC EPS
Income Available to Common Shareholders . . .  $        529         10,723  $     0.05
Effect of Dilutive Securities - Stock Options                           2
                                                                 ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $        529         10,725  $     0.05
                                               ============  =============  ==========

THREE MONTHS ENDED DECEMBER 26,  1999
BASIC EPS
Income Available to Common Shareholders . . .  $        745         11,570  $     0.06
Effect of Dilutive Securities - Stock Options                          121
                                                               ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $        745         11,691  $     0.06
                                               ============  =============  ==========



SIX  MONTHS  ENDED  DECEMBER  24,  2000
BASIC  EPS
Income Available to Common Shareholders      $     1,175          10,729  $     0.11
Effect of Dilutive Securities - Stock Options                          6
DILUTED  EPS                                                 ------------
Income  Available  to  Common  Shareholders
   & Assumed Conversions                     $     1,175          10,735  $     0.11
                                             ============  =============  ==========

SIX  MONTHS  ENDED  DECEMBER  26,  1999
BASIC  EPS
Income Available to Common Shareholders     $      1,493          11,411  $    0.13
Effect of Dilutive Securities - Stock Options                        170
                                                                 --------
DILUTED  EPS
Income  Available  to  Common  Shareholders
  & Assumed Conversions                     $      1,49           11,581  $    0.13
                                             ============  =============  ==========
</TABLE>

(5)     Summarized in the following tables are net sales and operating revenues,
operating profit (loss), and geographic information (revenues) for the Company's
reportable segments for the three months and six months ended December 24, 2000,
and  December  26,  1999.

<TABLE>
<CAPTION>




                                             THREE MONTHS ENDED                SIX MONTHS ENDED
                                            -------------------               -----------------

                                       DECEMBER 24,     DECEMBER 26,    DECEMBER 24,    DECEMBER 26,
                                           2000             1999            2000            1999
                                      ---------------  --------------  --------------  --------------
<S>                                   <C>              <C>             <C>             <C>
       (In thousands). . . . . . . .   (In thousands)
 NET SALES AND OPERATING REVENUES:
 Food and Equipment Distribution . .  $       13,502   $      14,292   $      28,230   $      29,621
 Franchise and Other . . . . . . . .           1,920           1,980           3,890           4,026
 Intersegment revenues . . . . . . .             213             201             419             418
                                      ---------------  --------------  --------------  --------------
   Combined. . . . . . . . . . . . .          15,635          16,473          32,539          34,065
 Other revenues. . . . . . . . . . .              98              59             216              78
 Less intersegment revenues. . . . .            (213)           (201)           (419)           (418)
                                      ---------------  --------------  --------------  --------------
   Consolidated revenues . . . . . .  $       15,520   $      16,331   $      32,336   $      33,725
                                      ===============  ==============  ==============  ==============

 OPERATING PROFIT:
 Food and Equipment Distribution (1)  $          756   $         578   $       1,563   $       1,182
 Franchise and Other (1) . . . . . .             629           1,085           1,321           2,053
 Intersegment profit . . . . . . . .              66             123             127             179
                                      ---------------  --------------  --------------  --------------
   Combined. . . . . . . . . . . . .           1,451           1,786           3,011           3,414
 Other profit or loss. . . . . . . .              98              59             216              78
 Less intersegment profit. . . . . .             (66)           (123)           (127)           (179)
 Corporate administration and other.            (681)           (593)         (1,266)         (1,048)
                                      ---------------  --------------  --------------  --------------
   Income before taxes . . . . . . .  $          802   $       1,129   $       1,834   $       2,265
                                      ===============  ==============  ==============  ==============

 GEOGRAPHIC INFORMATION (REVENUES):
 United States . . . . . . . . . . .  $       15,382   $      16,113   $      31,973   $      33,186
 Foreign countries . . . . . . . . .             138             218             363             539
                                      ---------------  --------------  --------------  --------------
   Consolidated total. . . . . . . .  $       15,520   $      16,331   $      32,336   $      33,725
                                      ===============  ==============  ==============  ==============
<FN>

 (1)           Does  not  include  full  allocation  of  corporate  administration.
</TABLE>




                                       14
ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
- --------------------------------------------------------------------------------
RESULTS  OF  OPERATIONS
- -----------------------

Quarter  and  six months ended December 24, 2000 compared to the quarter and six
months  ended  December  26,  1999.

     Diluted  earnings  per  share  for the second quarter of the current fiscal
year  were $0.05 versus $0.06 for the same period last year.  For the six months
ended  December 24, 2000, diluted earnings per share decreased 16% to $0.11 from
$0.13  for  the same period last year.  Net income for the quarter decreased 29%
to  $529,000  from  $745,000  for the same quarter last year. For the six months
ended  December 24, 2000, net income decreased 21% to $1,175,000 from $1,493,000
compared  to  the  same  period  last  year.

     Food  and  supply  sales  for  the quarter decreased 6% to $13,502,000 from
$14,292,000  compared  to  the same period last year.  For the six month period,
food  and supply sales decreased 5% to $28,230,000 from $29,621,000 for the same
period  last  year.  This  decrease  is  the result of lower chainwide sales and
lower  cheese  prices  in  the  first  two  quarters  of  this  year.

     Franchise  revenue,  which includes income from royalties, license fees and
area  development  and foreign master license (collectively, "Territory") sales,
decreased  4%  or  $61,000  for the quarter and 4% or $129,000 for the six month
period,  compared  to  the same periods last year. These decreases are primarily
the  result  of  lower  royalties  due to lower chainwide sales in the first and
second  quarters  of  the  current  year.

     Restaurant  sales,  which  consists  of  revenue generated by Company-owned
training  stores remained consistent for the quarter compared to the same period
of  the  prior year.  For the six month period, restaurant sales decreased 1% or
$7,000.

     Cost  of  sales decreased 8% or $1,104,000 for the quarter and decreased 6%
or $1,763,000 for the six month period.  This decrease is due to lower chainwide
sales  and  lower  cheese  prices  in  the  current  year. These lower costs are
partially  offset  by  higher  depreciation  and  amortization costs, and higher
transportation  costs  in  the  current  year.  As a percentage of sales for the
quarter,  cost of sales decreased to 90% from 93% compared to the same period of
the  prior  year.  For  the six months, cost of sales, as a percentage of sales,
decreased  from  92%  to  91%.

     Franchise  expenses  include  selling,  general and administrative expenses
directly  related  to  the  sale  and  continuing  service  of  franchises  and
Territories.  These  costs increased 113% or $317,000 for the quarter and 30% or
$274,000  for the six month period compared to the same periods last year.  This
increase  was  primarily  due  to lower marketing materials expense in the prior
year  and  lower  compensation  expense relating to franchise sales in the prior
year.

     General  and  administrative  expenses  increased  25%  or $234,000 for the
quarter  and increased 19% or $346,000 for the first six months, compared to the
same  periods last year.  This is a result of higher bad debt expense, increased
insurance  costs,  and  programming  costs  that  were  capitalized  as software
development costs in the prior year.  Salaries and wages increased 2% and 3% for
the  quarter  and  year-to-date,  respectively.

     Interest  expense  increased  39%  or  $69,000  for  the quarter and 58% or
$185,000  for  the  first  six  months, compared to the same period of the prior
year.  This  is  a  result  of  higher  average debt and higher average interest
rates.




                         LIQUIDITY AND CAPITAL RESOURCES

     During  the  first  six  months  of  fiscal  2001 the Company utilized cash
provided  by  operations  in  the  amount  of $2,893,000, net bank borrowings of
$710,000,  and  a  portion of its cash balance to purchase 173,707 shares of its
own  common  stock  for  $575,000  and  to  pay  dividends  of $1,243,000 on the
Company's  common  stock.

     Capital expenditures of $2,067,000 during the first six months included the
land  acquisition  for  the  new  Corporate  headquarters, vehicle upgrades, and
computer  equipment  and  system  upgrades.

          The  Company  continues  to  realize  substantial  benefit  from  the
utilization  of its net operating loss carryforwards (which currently total $6.6
million and expire in 2005) to reduce its federal tax liability from the 34% tax
rate  reflected  on  its  statement  of  operations  to  an  actual  payment  of
approximately  2% of taxable income.  Management believes that future operations
will  generate  sufficient  taxable income, along with the reversal of temporary
differences,  to  fully realize its net deferred tax asset balance ($3.9 million
as  of  December  24,  2000)  without  reliance on material, non-routine income.
Taxable income in future years at the current level would be sufficient for full
realization  of  the  net  tax  asset.

          The  Company  entered  into an agreement effective March 31, 2000 with
its  current  lender  to  extend the term of its existing $9.5 million revolving
credit  line  through  March 2002 and to modify certain financial covenants.  In
addition, the Company entered into a $5,000,000 term note with monthly principal
payments  of  $104,000 maturing on March 31, 2004.  Interest on the term loan is
payable  monthly.  Interest  is  provided  for  at a rate equal to prime less an
interest  rate  margin  of  .75%, or, at the Company's option, to the Eurodollar
rate  plus  1.5%.  The  Company  entered  into  an  amendment to this agreement,
effective  December 28, 2000, modifying certain financial covenants, as a result
of  a  new  construction loan as noted below. The Company has used approximately
$2.0  million  of  its  credit  line  to fund costs of the new building project,
including  the  land acquisition and certain development costs incurred to date.

     The  Company entered into an agreement effective December 28, 2000 with its
current lender to provide up to $8.125 million of financing for the construction
of  the  Company's  new headquarters, training center and distribution facility.
The  construction  loan  will  convert  to  a  term  loan upon completion of the
construction phase and the then unpaid principal balance will mature on December
28,  2007.  The  term  loan  will  amortize  over  a  term of twenty years, with
principal  and interest payments due monthly. Interest is provided for at a rate
equal to prime less an interest rate margin of .50% prior to loan conversion and
 .75%  following  loan conversion, or, at the Company's option, to the Eurodollar
rate  plus  1.5%.  The  Company  has the obligation after the conversion date to
cause  the  outstanding principal amount to be subject to a fixed interest rate.

          This  report contains certain forward-looking statements (as such term
is  defined in the Private Securities Litigation Reform Act of 1995) relating to
the  Company  that are based on the beliefs of the management of the Company, as
well as assumptions and estimates made by and information currently available to
the  Company's  management.  When  used  in this report, the words "anticipate,"
"believe,"  "estimate,"  "expect,"  "intend"  and  similar  expressions, as they
relate  to  the  Company  or  the Company's management, identify forward-looking
statements.  Such  statements  reflect  the  current  views  of the Company with
respect  to  future  events  and are subject to certain risks, uncertainties and
assumptions  relating to the operations and results of operations of the Company
as  well  as  its  customers and suppliers, including as a result of competitive
factors  and  pricing  pressures,  shifts  in  market  demand,  general economic
conditions and other factors including but not limited to, changes in demand for
Pizza Inn products or franchises, the impact of competitors' actions, changes in
prices  or supplies of food ingredients, and restrictions on international trade
and  business.  Should  one or more of these risks or uncertainties materialize,
or  should  underlying  assumptions or estimates prove incorrect, actual results
may  vary  materially  from  those  described  herein  as anticipated, believed,
estimated,  expected  or  intended.

<PAGE>
PART  II.  OTHER  INFORMATION


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
- ---------------------------------------------------------------------

     None


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
- -----------------------------------------------

     Exhibits:

10.1     First  Amendment  to  the  Second  Amended  and Restated Loan Agreement
between  the Company and Wells Fargo Bank (Texas), N.A. dated December 28, 2000.

10.2     Construction  Loan  Agreement  between the Company and Wells Fargo Bank
(Texas),  N.A.  dated  December  28,  2000.

10.3     Promissory  Note between the Company and Wells Fargo Bank (Texas), N.A.
dated  December  28,  2000.

10.4     Form  of  Executive  Employment  Contract.

     No  reports  on Form 8-k were filed in the quarter for which this report is
filed.


<PAGE>
                                     ------
                                   SIGNATURES
                                   ----------




     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                   PIZZA  INN,  INC.
                                   Registrant




                                   By:     /s/Ronald  W.  Parker
                                           ---------------------
                                        Ronald  W.  Parker
                                        President  and
                                        Principal  Financial  Officer





                                   By:     /s/Shawn  Preator
                                           -----------------
                                        Shawn  Preator
                                        Vice  President,
     Controller  and
                                        Principal  Accounting  Officer







Dated:  February  6,  2001

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


     -  8  -
                      FIRST AMENDMENT TO THE SECOND AMENDED
                           AND RESTATED LOAN AGREEMENT
                           ---------------------------
     This  FIRST  AMENDMENT  TO  THE  SECOND AMENDED AND RESTATED LOAN AGREEMENT
(this  "Amendment"), dated as of December 28, 2000, is by and between PIZZA INN,
        ---------
INC.,  a Missouri corporation ("Borrower"), and WELLS FARGO BANK TEXAS, NATIONAL
                                --------
ASSOCIATION, a national banking association (successor by consolidation to Wells
Fargo  Bank  (Texas),  National  Association)  (the  "Bank").
                                                      ----
                                R E C I T A L S:
A.     The  Borrower  entered into that certain Second Amended and Restated Loan
Agreement  dated  as  of  March  31,  2000 with the Bank (the "Loan Agreement").
                                                               --------------
B.     In  connection  with  the  Loan  Agreement,  Barko  Realty, Inc., a Texas
corporation,  R-Check,  Inc.,  a  Texas  corporation, and Pizza Inn of Delaware,
Inc.,  a  Delaware  corporation  (collectively, the "Guarantors"), executed that
                                                     ----------
certain Second Amended and Restated Guaranty dated as of March 31, 2000 in favor
of the Bank (as the same may be amended, restated or modified from time to time,
the  "Guaranty").
      --------
C.     The  Borrower  and  the  Bank  now  desire to amend the Loan Agreement as
herein  set  forth.
     NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto  agree  as  follows:
ARTICLE  I

Definitions
- -----------
Section  1.1     Definitions.  Capitalized  terms used in this Amendment, to the
                 -----------
extent not otherwise defined herein, shall have the same meanings as in the Loan
     Agreement  as  amended  hereby.
ARTICLE  II

Amendments
- ----------
Section  2.1     Amendment to Definitions.  Effective as of the date hereof, the
                 ------------------------
following  definitions  in  Section 1.1 of the Loan Agreement are hereby amended
and  restated  in  their  entirety  to  read  as  follows:
     "Fixed  Charge  Coverage Ratio" means, at any time, the quotient determined
      -----------------------------
by  dividing  (a)  the  sum of (1) EBITDA for the preceding twelve (12) calendar
months,  plus  (2)  for  the fiscal year ending on or around June 24, 2001, rent
         ----
expense  including  without  limitation,  base rent, CAM charges and repairs and
maintenance,  incurred  in  connection  with  the  Norco  distribution warehouse
located  at  920 Avenue R, Grand Prairie, Texas 75050 the  Borrower's  corporate
headquarters  located  at 5050 Quorum Drive, Suite 500, Dallas, Texas 75240, and
the  Borrower's  training  center  located  at  4819 Keller Springs, Addison,
Texas 75248
minus (3) treasury stock purchases made by the Borrower for the preceding twelve
    -
(12)  calendar  months but excluding such purchases of treasury stock made prior
to  June 24, 2000, minus (4) dividends paid by the Borrower during the preceding
                   -----
twelve  (12)  calendar  months,  but excluding any dividends paid for the fiscal
years  prior to the fiscal year ending on or around June 24, 2001 by (b) the sum
of  (i)  all  scheduled  payments  on all Long Term Debt of the Borrower and the
Subsidiaries  and  all scheduled payments under Capital Lease Obligations of the
Borrower  and  the  Subsidiaries to be paid during the next twelve (12) calendar
months,  plus  (ii)  interest  expenses  and tax expenses (to the extent paid in
cash)  of  the  Borrower  and  the  Subsidiaries  for  the preceding twelve (12)
calendar  months.
"Real  Estate Maturity Date" means 10:00 a.m. Dallas, Texas time on December 28,
 --------------------------
2007,  or  such  earlier  date  and  time  in  which  the Real Estate Commitment
terminates as provided in this Agreement; provided, however, if such date is not
a  Business Day, the "Real Estate Maturity Date" shall be the first Business Day
                      -------------------------
following  such  date.
Section  2.2     Amendment  to  Section  11.4.  Effective as of the date hereof,
                 ----------------------------
Section  11.4  of  the  Loan  Agreement  is  hereby  amended and restated in its
entirety  to  read  as  follows:
     Section 11.4     Restricted Payments.  The Borrower will not declare or pay
                      -------------------
any  dividends  or  make  any  other  payment  or distribution (whether in cash,
property,  or obligations) on account of its capital stock, or redeem, purchase,
retire,  or  otherwise  acquire  any  of its capital stock, or permit any of its
Subsidiaries  to purchase or otherwise acquire any capital stock of the Borrower
or  another  Subsidiary, or set apart any money for a sinking or other analogous
fund  for  any  dividend  or  other distribution on its capital stock or for any
redemption,  purchase,  retirement,  or  other acquisition of any of its capital
stock; provided that the foregoing restrictions do not prohibit (a) the purchase
of  common  stock  of  the  Borrower  in open market transactions, so long as no
Default or Event of Default exists at the time of such purchase nor would result
after giving effect thereto; (b) dividend payments on any class of capital stock
payable  solely  in  shares  of  capital  stock of the Borrower; (c) payments of
dividends  from any Subsidiary to the Borrower; (d) payments in lieu of taxes to
the  Borrower  or  a  Subsidiary  pursuant  to  a tax sharing agreement; (e) any
exchange  of  stock  not  involving  any  cash consideration pursuant to a stock
option  plan  for  employees  or directors of the Borrower; (f) payments of cash
dividends  on  any  class  of capital stock of Borrower so long as no Default or
Event  of  Default  exists  at  the  time of such payment nor would result after
giving effect thereto at the time of such payment; and (g) any other redemption,
purchase,  retirement  or  the  acquisition of the Borrower's capital stock upon
obtaining  the  prior  written  approval  of  the  Bank (clauses (a) through and
                                                         -----------
including (g) being hereinafter referred to as "Permitted Restricted Payments").
          ---                                   -----------------------------
Notwithstanding  anything  to  the  contrary contained herein, (i) the Permitted
Restricted  Payments  shall  not  at any time exceed $2,000,000 in the aggregate
during  any fiscal year of the Borrower, (ii) upon the occurrence of a violation
of  any  provision  of  Article  XII,  the  Borrower  may not make any Permitted
                        ------------
Restricted  Payment for a period of at least six (6) months following the curing
or  the  waiver  of  such  violation,  and (iii) the Borrower may make Permitted
Restricted  Payments  so  long as no Default or Event of Default has occurred or
would  result  from  such  Permitted  Restricted  Payment.
Section  2.3          Amendment  to  Section  12.2.  Effective  as  of  the date
                      ----------------------------
hereof, Section 12.2 of the Loan Agreement is hereby amended and restated in its
     entirety  to  read  as  follows:
     Section  12.2     Funded  Debt  Ratio.  Beginning  with  the fiscal quarter
                       -------------------
ending on or around December 24, 2000, the Borrower will maintain, as of the end
of each fiscal quarter, a Funded Debt Ratio of not greater than (a) 3.25 to 1.00
during  the  fiscal  year  ending  on  or around June 24, 2001, (b) 3.00 to 1.00
during  the  fiscal year ending on or around June 24, 2002, and (c) 2.75 to 1.00
thereafter.
Section  2.4     Amendment  to  Section  12.3.  Effective as of the date hereof,
                 ----------------------------
Section  12.3  of  the  Loan  Agreement  is  hereby  amended and restated in its
entirety  to  read  as  follows:
     Section  12.3     Fixed  Charge  Coverage Ratio.  Beginning with the fiscal
                       -----------------------------
quarter  ending  on or around September 24, 2000, the Borrower will maintain, as
of  the  end  of  each fiscal quarter, a Fixed Charge Coverage Ratio of not less
than  1.25  to  1.0  at  all  times.
Section  2.5     Amendment  to  Section 10.13.  Effective as of the date hereof,
                 ----------------------------
Section  10.13  of  the  Loan  Agreement  is  hereby amended and restated in its
entirety  to  read  as  follows:
     Section  10.13     Interest  Rate  Protection.  The  Borrower  will, within
                        --------------------------
one hundred eighty  (180)  days  after  December 28,  2000  and  at  all  times
thereafter,  cause  at  least  one  hundred  percent  (100%)  of  the  aggregate
outstanding principal amount of the Real Estate Loan to be either (a) subject to
a  fixed  interest rate or (b) subject to Interest Rate Agreements with the Bank
and/or  with  a  bank or other financial institution having capital, surplus and
undivided  profits  of  at least $500,000,000 on terms satisfactory to the Bank.
Section  2.6     Amendment  to  Exhibit E.  Effective as of the date hereof, all
                 ------------------------
references  in  the  Loan  Agreement  to "Exhibit E" shall be deemed to mean the
"Exhibit  E"  attached  hereto  as  Exhibit  E.
                                    ----------
ARTICLE  III

Conditions  Precedent
- ---------------------
Section  3.1     Conditions.  The  effectiveness of this Amendment is subject to
                 ----------
the  satisfaction  of  the  following  conditions  precedent:
(a)     The  Bank  shall  have received all of the following, each dated (unless
otherwise  indicated)  as of the date hereof, in form and substance satisfactory
to  the  Bank:
(1)          Resolutions.  Resolutions of the Board of Directors of the Borrower
             -----------
     and  each  Guarantor  certified  by its Secretary or an Assistant Secretary
which  authorize  the  execution,  delivery, and performance by the Borrower and
each  Guarantor  of  this  Amendment  and  the other Loan Documents to which the
Borrower  or  such  Guarantor  is  or  is  to  be  a  party  hereunder;
(2)          Incumbency  Certificate.  A  certificate of incumbency certified by
             -----------------------
the  Secretary  or  an  Assistant  Secretary  of the Borrower and each Guarantor
certifying  the  names  of  the  officers  of  the  Borrower  and each Guarantor
authorized  to sign this Amendment and each of the other Loan Documents to which
the  Borrower  or such Guarantor is or is to be a party hereunder (including the
certificates  contemplated  herein),  together  with specimen signatures of such
officers;
(3)          Articles  of  Incorporation.  A  certificate  certified  by  the
             ---------------------------
Secretary  or  an  Assistant  Secretary  of  the  Borrower  and  each  Guarantor
certifying that the articles of incorporation of the Borrower and each Guarantor
have  not  been  amended  or modified since March 31, 2000 and are still in full
force  and  effect;
(4)          Bylaws.  A  certificate  certified by the Secretary or an Assistant
             ------
Secretary  of  the Borrower and each Guarantor certifying that the bylaws of the
Borrower  and  each  Guarantor have not been amended or modified since March 31,
2000  and  are  still  in  full  force  and  effect;  and
(5)          Governmental  Certificates.  Certificates  of  the  appropriate
             --------------------------
government  officials  of  the  state  of incorporation of the Borrower and each
Guarantor  as  to  the  existence  and  good  standing  of the Borrower and each
Guarantor,  each  dated  within  ten  (10)  days  prior  to  the  date  hereof.
(b)     The  representations  and  warranties  contained herein and in all other
Loan  Documents,  as  amended  hereby,  shall be true and correct as of the date
hereof  as  if  made  on  the  date  hereof.
(c)     No  Event  of Default shall have occurred and be continuing and no event
or condition shall have occurred that with the giving of notice or lapse of time
or  both  would  be  an  Event  of  Default.
(d)     All  corporate  proceedings  taken  in  connection with the transactions
contemplated  by  this Amendment and all documents, instruments, and other legal
matters  incident  thereto  shall  be  satisfactory  to  the  Bank and its legal
counsel,  Winstead  Sechrest  &  Minick  P.C.
ARTICLE  IV

Ratifications,  Representations  and  Warranties
- ------------------------------------------------
Section  4.1     Ratifications.  The  terms  and  provisions  set  forth in this
                 -------------
Amendment  shall  modify and supersede all inconsistent terms and provisions set
forth  in  the Loan Agreement and except as expressly modified and superseded by
this  Amendment, the terms and provisions of the Loan Agreement are ratified and
confirmed  and  shall  continue  in full force and effect.  The Borrower and the
Bank agree that the Loan Agreement as amended hereby shall continue to be legal,
     valid,  binding  and  enforceable  in  accordance  with  its  terms.
Section  4.2     Representations and Warranties.  The Borrower hereby represents
                 ------------------------------
and  warrants  to  the  Bank that (i) the execution, delivery and performance of
this Amendment and any and all other Loan Documents executed and/or delivered in
connection  herewith  have  been authorized by all requisite corporate action on
the  part  of the Borrower and will not violate the articles of incorporation or
bylaws of the Borrower, (ii) the representations and warranties contained in the
Loan  Agreement,  as  amended  hereby,  and any other Loan Document are true and
correct  on  and  as  of  the  date  hereof as though made on and as of the date
hereof, (iii) no Event of Default has occurred and is continuing and no event or
condition  has  occurred that with the giving of notice or lapse of time or both
would  be  an Event of Default, and (iv) Borrower is in material compliance with
all  covenants and agreements contained in the Loan Agreement as amended hereby.
ARTICLE  V

Miscellaneous
- -------------
Section 5.1     Survival of Representations and Warranties.  All representations
                ------------------------------------------
     and  warranties made in this Amendment or any other Loan Document including
any  Loan Document furnished in connection with this Amendment shall survive the
execution  and  delivery  of this Amendment and the other Loan Documents, and no
investigation  by  the  Bank or any closing shall affect the representations and
warranties  or  the  right  of  the  Bank  to  rely  upon  them.
Section  5.2     Reference  to Agreement.  Each of the Loan Documents, including
                 -----------------------
the  Loan  Agreement and any and all other agreements, documents, or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Loan Agreement as amended hereby, are hereby amended so that
any  reference  in  such  Loan  Documents  to  the  Loan  Agreement shall mean a
reference  to  the  Loan  Agreement  as  amended  hereby.
Section  5.3     Expenses  of  Bank.  As  provided  in  the  Loan Agreement, the
                 ------------------
Borrower  agrees to pay on demand all costs and expenses incurred by the Bank in
connection  with  the  preparation, negotiation, and execution of this Amendment
and  the  other  Loan  Documents  executed  pursuant  hereto  and  any  and  all
amendments, modifications, and supplements thereto, including without limitation
the  costs  and  fees  of  the  Bank's legal counsel, and all costs and expenses
incurred  by the  Bank in connection with the enforcement or preservation of any
rights  under the Loan Agreement, as amended hereby, or any other Loan Document,
including  without  limitation  the  costs and fees of the Bank's legal counsel.
Section  5.4     Severability.  Any  provision of this Amendment held by a court
                 ------------
of  competent  jurisdiction  to  be invalid or unenforceable shall not impair or
invalidate  the  remainder  of  this  Amendment  and the effect thereof shall be
confined  to  the  provision  so  held  to  be  invalid  or  unenforceable.
Section  5.5     Applicable  Law.  This  Amendment  and all other Loan Documents
                 ---------------
executed pursuant hereto shall be deemed to have been made and to be performable
in  Dallas,  Dallas  County,  Texas  and  shall  be governed by and construed in
accordance  with  the  laws  of  the  State  of  Texas.
Section  5.6     Successors  and  Assigns.  This  Amendment  is binding upon and
                 ------------------------
shall  inure  to  the  benefit of the Bank and the Borrower and their respective
successors  and  assigns,  except the Borrower may not assign or transfer any of
its  rights  or  obligations  hereunder without the prior written consent of the
Bank.
Section  5.7     Counterparts.  This  Amendment  may  be executed in one or more
                 ------------
counterparts,  each of which when so executed shall be deemed to be an original,
but  all  of  which  when  taken  together  shall  constitute  one  and the same
instrument.
Section  5.8     Effect of Waiver.  No consent or waiver, express or implied, by
                 ----------------
the  Bank  to  or for any breach of or deviation from any covenant, condition or
duty  by  the  Borrower  or  any  of the Guarantors shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition or
duty.
Section 5.9     Headings.  The headings, captions, and arrangements used in this
                --------
Amendment  are  for  convenience only and shall not affect the interpretation of
this  Amendment.
Section  5.10     ENTIRE  AGREEMENT.  THIS  AMENDMENT AND ALL OTHER INSTRUMENTS,
                  -----------------
DOCUMENTS  AND  AGREEMENTS  EXECUTED  AND  DELIVERED  IN  CONNECTION  WITH  THIS
AMENDMENT  EMBODY  THE  FINAL,  ENTIRE  AGREEMENT  AMONG  THE PARTIES HERETO AND
SUPERSEDE  ANY  AND  ALL  PRIOR  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS  AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE  CONTRADICTED  OR  VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL  AGREEMENTS  OR  DISCUSSIONS  OF  THE  PARTIES  HERETO.  THERE  ARE NO ORAL
AGREEMENTS  AMONG  THE  PARTIES  HERETO.
                  [Remainder of Page Intentionally Left Blank]
     Executed  as  of  the  date  first  written  above.
Borrower:
PIZZA  INN,  INC.



By:  /s/Ronald W. Parker
     Ronald  W.  Parker
     Executive  Vice  President
BANK:
WELLS  FARGO  BANK  TEXAS,  NATIONAL  ASSOCIATION



By:/s/Austin D. Nettle
     Austin  D.  Nettle
     Vice  President
     Each  of  the  Guarantors  hereby consents and agrees to this Amendment and
agrees  that  the  Guaranty  shall  remain  in  full  force and effect and shall
continue  to  be  the  legal,  valid  and  binding  obligation of such Guarantor
enforceable  against  such  Guarantor  in  accordance  with  its  terms.
Guarantors:
BARKO  REALTY,  INC.
R-CHECK,  INC.
PIZZA  INN  OF  DELAWARE,  INC.


By:/s/Ronald W. Parker
     Ronald  W.  Parker
     President

<PAGE>

                                    EXHIBIT E
                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------
DALLAS_1\3422778\1
01/15/2001  -  4814-129
DALLAS_1\3422778\1
01/15/2001  -  4814-129



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>





                           CONSTRUCTION LOAN AGREEMENT
                                     BETWEEN
                     PIZZA INN, INC., A MISSOURI CORPORATION
                                       AND
                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION

                        EXECUTED AS OF DECEMBER 28, 2000

<PAGE>
     Page  28
                                TABLE OF CONTENTS
                                                                            Page

ARTICLE  1.     DEFINITIONS     1
1.1     DEFINED  TERMS     1
1.2     EXHIBITS  INCORPORATED     2
ARTICLE  2.     LOAN     3
2.1     LOAN     3
2.2     LOAN  DOCUMENTS     3
2.3     EFFECTIVE  DATE     3
2.4     LOAN  CONVERSION     3
2.5     MATURITY  DATE     3
2.6     CREDIT  FOR  PRINCIPAL  PAYMENTS     3
2.7     APPRAISAL  REQUIREMENT     3
2.8     FULL  REPAYMENT  AND  RELEASE  OF  LIEN     3
ARTICLE  3.     DISBURSEMENT     4
3.1     CONDITIONS  PRECEDENT     4
3.2     ACCOUNT,  PLEDGE  AND ASSIGNMENT, AND DISBURSEMENT AUTHORIZATION     4
3.3     BORROWER'S  FUNDS  ACCOUNT,  PLEDGE  AND  ASSIGNMENT     4
3.4     LOAN  DISBURSEMENTS     4
ARTICLE  4.     CONSTRUCTION     4
4.1     COMMENCEMENT  OF  CONSTRUCTION     4
4.2     COMPLETION  OF  CONSTRUCTION     5
4.3     COMMENCEMENT  AND  COMPLETION     5
4.4     COMMENCEMENT  AND  COMPLETION  OF  OFFSITE  IMPROVEMENTS     5
4.5     FORCE  MAJEURE     5
4.6     CONSTRUCTION  AGREEMENT     5
4.7     ARCHITECT'S  AGREEMENT     5
4.8     PLANS  AND  SPECIFICATIONS.     5
4.9     CONTRACTOR/CONSTRUCTION  INFORMATION     5
4.10     PROHIBITED  CONTRACTS     6
4.11     LIENS  AND  NOTICES     6
4.12     CONSTRUCTION  RESPONSIBILITIES     6
4.13     ASSESSMENTS  AND  COMMUNITY  FACILITIES  DISTRICTS     6
4.14     DELAY     6
4.15     INSPECTIONS     6
4.16     SURVEYS     6
ARTICLE  5.     INSURANCE     7
5.1     TITLE  INSURANCE     7
5.2     PROPERTY  INSURANCE     7
5.3     FLOOD  HAZARD  INSURANCE     7
5.4     LIABILITY  INSURANCE     7
5.5     GENERAL     8
ARTICLE  6.     REPRESENTATIONS  AND  WARRANTIES     7
6.1     AUTHORITY/ENFORCEABILITY     7
6.2     BINDING  OBLIGATIONS     7
6.3     FORMATION  AND  ORGANIZATIONAL  DOCUMENTS     7
6.4     NO  VIOLATION     7
6.5     COMPLIANCE  WITH  LAWS     7
6.6     LITIGATION     7
6.7     FINANCIAL  CONDITION     7
6.8     NO  MATERIAL  ADVERSE  CHANGE     8
6.9     LOAN  PROCEEDS  AND  ADEQUACY     8
6.10     ACCURACY     8
6.11     TAX  LIABILITY     8
6.12     UTILITIES     8
6.13     COMPLIANCE     8
6.14     AMERICANS  WITH  DISABILITIES  ACT  COMPLIANCE     8
6.15     BUSINESS  LOAN     8
ARTICLE  7.     HAZARDOUS  MATERIALS     8
7.1     SPECIAL  REPRESENTATIONS  AND  WARRANTIES     8
7.2     HAZARDOUS  MATERIALS  COVENANTS     9
7.3     INSPECTION  BY  LENDER     9
7.4     HAZARDOUS  MATERIALS  INDEMNITY     9
ARTICLE  8.     SET  ASIDE  LETTERS     9
8.1     SET  ASIDE  LETTERS     9
ARTICLE  9.     COVENANTS  OF  BORROWER     10
9.1     EXPENSES     10
9.2     ERISA  COMPLIANCE     10
9.3     LEASING     10
9.4     APPROVAL  OF  LEASES     10
9.5     INTENTIONALLY  OMITTED.     10
9.6     SUBDIVISION  MAPS     10
9.7     OPINION  OF  LEGAL  COUNSEL     10
9.8     FURTHER  ASSURANCES     10
9.9     ASSIGNMENT     11
9.10     MANAGEMENT  OF  PROPERTY     11
ARTICLE  10.     REPORTING  COVENANTS     11
10.1     FINANCIAL  INFORMATION     11
10.2     BOOKS  AND  RECORDS     11
ARTICLE  11.     DEFAULTS  AND  REMEDIES     11
11.1     DEFAULT     11
11.2     ACCELERATION  UPON  DEFAULT;  REMEDIES     12
11.3     DISBURSEMENTS  TO  THIRD  PARTIES     12
11.4     LENDER'S  COMPLETION  OF  CONSTRUCTION     12
11.5     LENDER'S  CESSATION  OF  CONSTRUCTION     12
11.6     REPAYMENT  OF  FUNDS  ADVANCED     12
11.7     RIGHTS  CUMULATIVE,  NO  WAIVER     12
ARTICLE  12.     MISCELLANEOUS  PROVISIONS     13
12.1     INDEMNITY     13
12.2     FORM  OF  DOCUMENTS     13
12.3     NO  THIRD  PARTIES  BENEFITED     13
12.4     NOTICES     13
12.5     ATTORNEY-IN-FACT     13
12.6     ACTIONS     13
12.7     RIGHT  OF  CONTEST     13
12.8     RELATIONSHIP  OF  PARTIES     13
12.9     DELAY  OUTSIDE  LENDER'S  CONTROL     13
12.10     ATTORNEYS'  FEES  AND  EXPENSES;  ENFORCEMENT     14
12.11     IMMEDIATELY  AVAILABLE  FUNDS     14
12.12     LENDER'S  CONSENT     14
12.13     LOAN  SALES  AND  PARTICIPATIONS;  DISCLOSURE  OF INFORMATION     14
12.14     INTENTIONALLY  OMITTED.     14
12.15     SIGNS     14
12.16     LENDER'S  AGENTS     14
12.17     TAX  SERVICE     14
12.18     WAIVER  OF  RIGHT  TO  TRIAL  BY  JURY     14
12.19     SEVERABILITY     15
12.20     HEIRS,  SUCCESSORS  AND  ASSIGNS     15
12.21     TIME     15
12.22     HEADINGS     15
12.23     GOVERNING  LAW     15
12.24     INTEREST  PROVISIONS.     15
12.25     JOINT  AND  SEVERAL  LIABILITY     16
12.26     COUNTERPARTS     16
12.27     INTEGRATION;  INTERPRETATION     16
12.28     ARBITRATION.     16
EXHIBIT  A  -  DESCRIPTION  OF  PROPERTY     19
EXHIBIT  B  -  DOCUMENTS     20
EXHIBIT  C  -  FINANCIAL  REQUIREMENT  ANALYSIS     21
EXHIBIT  D  -  DISBURSEMENT  PLAN     22
EXHIBIT  E  -  AFFIDAVIT  OF  COMMENCEMENT     25
EXHIBIT  F  -  AFFIDAVIT  OF  COMPLETION     27


<PAGE>
                           CONSTRUCTION LOAN AGREEMENT
THIS  CONSTRUCTION  LOAN  AGREEMENT ("Agreement") is executed as of December 28,
2000,  by  and  between PIZZA INN, INC., a Missouri corporation ("Borrower") and
WELLS  FARGO  BANK  TEXAS,  NATIONAL  ASSOCIATION  ("Lender").
                                 R E C I T A L S
                                 ---------------
A.     Borrower  owns  or  will own certain real property described in Exhibit A
                                                                       ---------
hereto  ("Property").
B.     Borrower  proposes  to  construct  on  the  Property certain improvements
consisting  of:  an  office/warehouse  facility together with all appurtenances,
fixtures,  and  tenant  improvements  now  or  hereafter located on the Property
("Improvements").  The  Improvements  shall  be  constructed  in accordance with
plans  and  specifications  which  Borrower  has  heretofore,  or will hereafter
deliver  to  Lender, as amended in order to comply with the terms and conditions
of  this  Agreement  ("Plans  and Specifications").  Borrower has requested from
Lender  a  loan  for  the  purpose  of  such  construction.
NOW,  THEREFORE,  Borrower  and  Lender  agree  as  follows:
                           ARTICLE 1.     DEFINITIONS
1.1     DEFINED  TERMS.  The  following capitalized terms generally used in this
        --------------
Agreement  shall  have  the meanings defined or referenced below.  Certain other
capitalized  terms  used only in specific sections of this Agreement are defined
in  such  sections.
"Account" - means an account with Lender,  in the name of Borrower or Borrower's
 -------
designee  into  which  Loan  proceeds  will  be  deposited.
"ADA"  - means the Americans with Disabilities Act, 42 U.S.C.    12101, et. seq.
 ---
as  now  or  hereafter  amended  or  modified.
"Affidavit  of  Commencement"  - shall have the meaning ascribed to such term in
 ---------------------------
Section  4.1.
 -
"Affidavit  of  Completion"  -  shall  have the meaning ascribed to such term in
 -------------------------
Section  4.2.
 ---
"Agreement"  -  shall  have  the  meaning  ascribed to such term in the preamble
 ---------
hereto.
 ----
"Architect"  -  means  Alliance  Architects,  Inc.
 ---------
"Architect's  Agreement"  - means that certain agreement by and between Borrower
 ----------------------
and  Architect.
"Bankruptcy  Code" - means the Bankruptcy Reform Act of 1978 (11 USC   101-1330)
 ----------------
as  now  or  hereafter  amended  or  recodified.
"Bonded  Work"  -  shall  have the meaning ascribed to such term in Section 8.1.
 ------------
"Borrower"  -  means  PIZZA  INN,  INC.,  a  Missouri  corporation.
 --------
"Borrower's  Funds" - means all funds of Borrower deposited with Lender pursuant
 -----------------
to  the  terms  and  conditions  of  this  Agreement.
"Borrower's  Funds Account" - means the account with Lender into which all funds
 -------------------------
deposited  with  Lender  pursuant  to  this  Agreement  shall  be  placed.
"Business Day" - means a day of the week (but not a Saturday, Sunday or holiday)
 ------------
on  which  the  offices  of  Lender  are  open  to  the  public  for carrying on
substantially  all  of  Lender's  business  functions.  Unless  specifically
referenced  in  this Agreement as a Business Day, all references to "days" shall
be  to  calendar  days.
"Completion  Date"  -  means November 1, 2001, the date by which construction of
 ----------------
the  Improvements  must  be  complete.
 -
"Construction  Agreement" - means an agreement to construct the Improvements now
 -----------------------
or  hereafter  executed  between  Borrower  and  Contractor.
"Construction  Loan"  -  the  Loan  made  for the purpose of the acquisition and
 ------------------
construction  of  the  Property  and maturing on January 1, 2002 unless the Loan
 ----
Conversion  occurs.
 --
"Contractor"  -  means  Bob  Moore  Construction.
 ----------
"Deed  of  Trust"  - means that certain Construction Deed of Trust with Absolute
 ---------------
Assignment  of  Leases  and Rents, Security Agreement and Fixture Filing of even
 -
date  herewith  executed  by Borrower, as Grantor, for the benefit of Lender, as
 -
Beneficiary,  as  hereafter  amended,  supplemented,  replaced  or  modified.
 -
"Default"  -  shall  have  the  meaning  ascribed  to such term in Section 11.1.
 -------
"Effective  Date"  -  means the date that the Loan Documents are unconditionally
 ---------------
executed  and  delivered  by  Borrower  and  Lender.
 -
"Guarantor"  -  has  the  meaning  specified  in  the  Master  Loan  Agreement.
 ---------
"Hazardous  Materials" - shall have the meaning ascribed to such term in Section
 --------------------
7.1(a).
"Hazardous  Materials  Claims" - shall have the meaning ascribed to such term in
 ----------------------------
Section  7.1(c).
"Hazardous  Materials  Laws"  -  shall have the meaning ascribed to such term in
 --------------------------
Section  7.1(b).
 --
"Improvements"  -  shall  have  the  meaning ascribed to such term in Recital B.
 ------------
"Indebtedness"  -  means  all  principal,  interest and other charges payable by
 ------------
Borrower  to  Lender  pursuant  to  the Note and all other sums which may become
 ---
payable  by  Borrower  to  Lender  pursuant to the Master Loan Agreement and the
 ---
other  Loan  Documents.
 ---
"Lender"  -  means  WELLS  FARGO  BANK  TEXAS,  NATIONAL  ASSOCIATION.
 ------
"Loan"  - means the principal sum that Lender agrees to lend and Borrower agrees
 ----
to borrow pursuant to the terms and conditions of this Agreement:  Eight Million
One  Hundred  Twenty-Five  Thousand  and  No/100  Dollars  ($8,125,000.00).
"Loan Conversion" - The conversion of the Loan from the Construction Loan to the
 ---------------
Mini-Perm Loan all in accordance with the provisions of Section 2.4 hereof.  The
effective  date  of  the  Loan  Conversion  shall  be the first (1st) day of the
calendar  month  following  the satisfaction of the Loan Conversion requirements
set  forth  in Section 2.4, which effective date shall not be later than January
1,  2002.
"Loan  Documents"  -  means those documents, as hereafter amended, supplemented,
 ---------------
replaced  or  modified,  properly executed and in recordable form, if necessary,
 -
listed  in  Exhibit  B  as  Loan  Documents.
 -          ----------
"Loan-to-Value  Percentage"  -  shall  have the meaning ascribed to such term in
 -------------------------
Section  2.7.
 --
"Master  Loan  Agreement" - means the Second Amended and Restated Loan Agreement
 -----------------------
dated  as  of  March  31,  2000 between Borrower and Lender, as amended by First
Amendment  to  the Second Amended and Restated Loan Agreement dated of even date
herewith.
"Maturity  Date"  -  has  the  meaning  specified  in  Section  2.5.
 --------------
"Maximum  Lawful Rate" - shall have the meaning ascribed to such term in Section
 --------------------
12.24(b).
"Mini-Perm  Loan"  -  to  the  extent  Loan  Conversion  occurs, the Loan, as so
 ---------------
converted  and  scheduled  to  mature  December  28,  2007.
 ------
"Note"  -  means  that  certain  Promissory  Note  of even date herewith, in the
 ----
original  principal  amount of the Loan, executed by Borrower and payable to the
 ----
order  of  Lender,  as  hereafter  amended,  supplemented, replaced or modified.
"Obligee"  -  shall  have  the  meaning  ascribed  to  such term in Section 8.1.
 -------
"Participant"  -  shall have the meaning ascribed to such term in Section 12.13.
    --------
"Plans  and  Specifications"  -  shall have the meaning ascribed to such term in
 --------------------------
Recital  B.
 --
"Property"  -  shall  have  the  meaning  ascribed  to  such  term in Recital A.
 --------
"Secured Obligations" - shall have the meaning ascribed to such term in the Deed
 -------------------
of  Trust.
"Set  Aside  Letter"  -  shall have the meaning ascribed to such term in Section
 ------------------
8.1.
 --
"Subdivision Map" - shall have the meaning ascribed to such term in Section 9.7.
 ---------------
"Surety"  -  shall  have  the  meaning  ascribed  to  such  term in Section 8.1.
 ------
"Title  Company"  means Republic Title of Texas, Inc., as agent for Commonwealth
 --------------
Land  Title  Insurance  Company.
"Title  Policy"  - means the standard Texas promulgated form of Mortgagee Policy
 -------------
of  Title  Insurance  as  issued  by  the  Title  Company.
1.2     EXHIBITS  INCORPORATED.  Exhibits  A,  B,  C,  D,  E and F, all attached
        ----------------------   -----------   -   -   -   -     -
hereto,  are  hereby  incorporated  into  this  Agreement.
                               ARTICLE 2.     LOAN
2.1     LOAN.  By  and  subject to the terms of this Agreement, Lender agrees to
        ----
lend  to Borrower and Borrower agrees to borrow from Lender the principal sum of
Eight  Million  One  Hundred  Twenty-Five  Thousand  and  No/100  Dollars
($8,125,000.00),  said  sum  to  be evidenced by the Note of even date herewith.
The Note shall be secured, in part, by the Deed of Trust, of even date herewith,
encumbering  certain  real property and improvements as legally defined therein.
Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be used
to finance the acquisition and construction of the Property and Improvements and
for  such  other  purposes and uses as may be permitted under this Agreement and
the  other  Loan  Documents.
2.2     LOAN DOCUMENTS.  Borrower shall deliver to Lender concurrently with this
        --------------
Agreement  each  of  the documents, properly executed and in recordable form, as
applicable,  described  in  Exhibit  B  as  Loan  Documents.
                            ----------
2.3     EFFECTIVE  DATE.  The  date  of  the  Loan  Documents  is  for reference
        ---------------
purposes  only.  The  Effective  Date  of  the  parties'  obligations under this
Agreement  and  the  other  Loan  Documents  shall  be  the  date that such Loan
Documents are unconditionally executed and delivered by Borrower and Lender, and
Borrower's  and  Lender's  rights and obligations under the Loan Documents shall
not  be  effective  until  the  Effective  Date.
2.4     LOAN  CONVERSION.  The  Construction  Loan  may  be  converted  into the
        ----------------
Mini-Perm  Loan  upon  written request of Borrower given to Lender not less than
thirty  (30)  days before the anticipated date for the Loan Conversion, and upon
satisfaction  of  the  following:
(a)     Completion  of  all  construction  work  contemplated  by  the Plans and
Specifications  and  the  Budget  to  the  satisfaction of Lender, together with
Borrower's  provision  to Lender of a certificate of substantial completion in a
form  acceptable  to  Lender and certified by Borrower and Borrower's architect;
(b)     Evidence  satisfactory  to  Lender,  reflecting the full payment of, and
executed  lien  waivers  from,  all  contractors, subcontractors and others with
respect  to  the  construction  of  the  Improvements.
(c)     Borrower's  provision to Lender with an as-built survey for the Property
in  a form satisfactory to Lender in all respects and not indicating any matters
not  shown  in  any  previous  survey  provided  to  Lender which are reasonably
objectionable  to  Lender;
(d)     No  Default  or any event, circumstance or action which, with the giving
of  notice, passage of time or failure to cure would give rise to a Default, has
occurred  and  is  then  existing;
(e)     Lender  shall  have  received  a  down-date  endorsement  pursuant  to
Procedural  Rule  P-9b(4),  and  other  endorsements amending the mechanic's and
materialmen's  lien  coverage  and,  if  applicable,  deleting  the  pending
disbursements  clause pursuant to Procedural Rule P-8b(2), and, if applicable, a
Form  T38 Endorsement pursuant to Procedural Rule P-9b(3) to the Title Policy in
form  and  content  satisfactory  to  Lender.
Loan  Conversion shall occur or be deemed to have occurred on the 1st day of the
calendar month which follows Borrower's satisfaction of the foregoing conditions
precedent  to  Loan  Conversion,  as  determined  by Lender.  To the extent Loan
Conversion  has  not  occurred  by  January  1,  2002,  then  Borrower shall not
thereafter  be  eligible  for  Loan  Conversion.
2.5     MATURITY  DATE.  The  Maturity  Date  of the Loan means (a) at all times
        --------------
prior  to Loan Conversion, January 1, 2002, and (b) if Loan Conversion occurs on
or  before  January  1,  2002,  then  December 28, 2007; subject to the right of
acceleration  provided herein and elsewhere in the Loan Documents, at which time
all  sums  due and owing under this Agreement and the other Loan Documents shall
be  repaid in full.  All payments due to Lender under this Agreement, whether at
the  Maturity  Date  or otherwise, shall be paid in immediately available funds.
2.6     CREDIT  FOR  PRINCIPAL  PAYMENTS.  Any payment made upon the outstanding
        --------------------------------
principal balance of the Loan shall be credited as of the Business Day received,
provided  such  payment  is received by Lender no later than 11:00 a.m. (Pacific
Standard  Time  or  Pacific  Daylight  Time,  as  applicable)  and  constitutes
immediately  available funds.  Any principal payment received after said time or
which  does  not  constitute  immediately available funds shall be credited upon
such  funds  having  become unconditionally and immediately available to Lender.
2.7     APPRAISAL  REQUIREMENT.  Lender  shall have received a written appraisal
        ----------------------
prepared in conformance with the requirements of the Comptroller of the Currency
confirming to the satisfaction of Lender that the Loan amount as a percentage of
the  fair  market  value  of the Property and Improvements (after adjustment for
senior  liens  and  regular  and  special taxes and assessments) does not exceed
seventy-five  percent  (75%) ("Loan-to-Value Percentage"); provided, however, in
                                                           --------  -------
the  event  such  fair  market  value  is  not  adequate  to  meet  the required
Loan-to-Value  Percentage,  then  Borrower  shall, within thirty (30) days after
written  demand  from  Lender, pay down the outstanding principal balance of the
Loan  such  that  said  required  Loan-to-Value  Percentage  may  be  met.
2.8     FULL  REPAYMENT AND RELEASE OF LIEN.  Upon receipt of all sums owing and
        -----------------------------------
outstanding  under the Loan Documents, Lender shall issue a full release of lien
covering  the  Property  and  Improvements  from  the lien of the Deed of Trust;
provided,  however,  that  all of the following conditions shall be satisfied at
     ---   -------
the  time  of,  and with respect to, such release of lien: (a) Lender shall have
received  all  escrow,  closing  and recording costs, the costs of preparing and
delivering such release of lien and any sums then due and payable under the Loan
Documents;  and (b) Lender shall have received a written release satisfactory to
Lender  of  any  set aside letter, letter of credit or other form of undertaking
which Lender has issued to any surety, governmental agency or any other party in
connection  with  the  Loan  and/or  the  Property  and  Improvements.  Lender's
obligation  to  make  further disbursements under the Loan shall terminate as to
any  portion  of  the  Loan  undisbursed as of the date of issuance of such full
release of lien, and any commitment of Lender to lend any undisbursed portion of
the  Loan  shall  be  canceled.
                           ARTICLE 3.     DISBURSEMENT
3.1     CONDITIONS  PRECEDENT.  Lender's obligation to make any disbursements or
        ---------------------
take  any other action under the Loan Documents shall be subject at all times to
satisfaction  of  each  of  the  following  conditions  precedent:
(a)     There  shall  exist no Default, as defined in this Agreement, or Default
as  defined in any of the other Loan Documents, or event, omission or failure of
condition  which  would  constitute  a Default after notice or lapse of time, or
both;  and
(b)     Any  undisbursed  Loan  funds  together  with  all  sums,  if any, to be
provided  by  Borrower  as  shown in Exhibit C shall be at all times equal to or
                                     ---------
greater  than the amount which Lender from time to time determines necessary to:
(i)  pay,  through  completion, all costs of development and construction of the
Property  and  Improvements  in accordance with the Loan Documents; (ii) pay all
sums  which  may accrue under the Loan Documents prior to repayment of the Loan;
and  (iii)  enable  Borrower  to  perform  and  satisfy  all of the covenants of
Borrower contained in the Loan Documents.  If Lender determines at any time that
the  undisbursed  Loan  funds are insufficient for said purposes, Borrower shall
deposit  the  amount  of  such deficiency in the Borrower's Funds Account within
seven  (7)  days  of  Lender's  written  demand;  and
(c)     Lender  shall  have  received  all  Loan  Documents,  other  documents,
instruments,  policies,  and  forms  of evidence or other materials requested by
Lender under the terms of this Agreement or any of the other Loan Documents; and
(d)     As  a  condition  to  the  initial  advance hereunder, Lender shall have
received  and approved in form and substance satisfactory to Lender: (i) a soils
report  for  the  Property and Improvements; (ii) an environmental questionnaire
and  environmental  site  assessment  with  respect  to the presence, if any, of
Hazardous  Materials  on  the  Property  and Improvements; (iii) two sets of the
Plans  and Specifications, certified as complete by the Architect, together with
evidence  of  all  necessary  or appropriate approvals of governmental agencies;
(iv)  copies  of  all  agreements  which  are  material  to  completion  of  the
Improvements;  (v) copies of all building permits and similar permits, licenses,
approvals,  development  agreements  and  other  authorizations  of governmental
agencies  required  in  connection  with  the  development  of  the Property and
Improvements;  and  (vi)  copies  of  any  initial  study, negative declaration,
mitigated  negative  declaration,  environmental  impact  report,  notice  of
determination or notice of exemption prepared, adopted, certified or filed by or
with  any  governmental agency in connection with the Property and Improvements.
3.2     ACCOUNT,  PLEDGE  AND  ASSIGNMENT,  AND DISBURSEMENT AUTHORIZATION.  The
        ------------------------------------------------------------------
proceeds  of  the  Loan  and  Borrower's Funds, when qualified for disbursement,
shall be deposited into the Account or otherwise disbursed to or for the benefit
or  account  of  Borrower  under  the  terms  of  this Agreement.  Disbursements
hereunder  may  be made by Lender upon the written request of any person who has
been  authorized  by  Borrower  to request such disbursements until such time as
written  notice of Borrower's revocation of such authority is received by Lender
at  the  address  shown  in  Exhibit  D.  As  additional security for Borrower's
                             ----------
performance  under  the  Loan Documents, Borrower hereby irrevocably pledges and
assigns  to  Lender  all  monies  at  any  time  deposited  in  the  Account.
3.3     BORROWER'S  FUNDS  ACCOUNT,  PLEDGE AND ASSIGNMENT.  Except as otherwise
        --------------------------------------------------
provided in this Agreement, all of the Borrower's Funds which are deposited with
Lender  by  Borrower  as  shown in Exhibit C, or any other provision of the Loan
                                   ---------
Documents,  shall be placed in the Borrower's Funds Account with, and controlled
by,  Lender  for  disbursement under this Agreement.  As additional security for
Borrower's  performance  under  the  Loan Documents, Borrower hereby irrevocably
pledges and assigns to Lender all monies at any time deposited in the Borrower's
Funds  Account.
3.4     LOAN DISBURSEMENTS.  Subject to the conditions set forth in Section 3.1,
        ------------------
the  proceeds  of the Loan and Borrower's Funds shall be disbursed in accordance
with  the  terms  and  conditions  of  Exhibit  D.  Disbursements made after the
                                       ----------
deposit  of  Borrower's  Funds  shall  be  made  first from the Borrower's Funds
Account  until  depleted.  All  disbursements shall be held by Borrower in trust
and  applied  by  Borrower solely for the purposes for which the funds have been
disbursed.  Lender  has  no obligation to monitor or determine Borrower's use or
application  of  the  disbursements.
                           ARTICLE 4.     CONSTRUCTION
4.1     COMMENCEMENT  OF  CONSTRUCTION.  Borrower shall commence construction of
        ------------------------------
the  Improvements  without delay after recordation of the Deed of Trust.  Within
ten  (10)  days  after  the  commencement  of  construction of the Improvements,
Borrower  shall  execute  and  cause the Contractor to execute and shall file in
Real  Property  Records  of  the  county  in  which  the Property is located, an
affidavit  ("Affidavit  of  Commencement"),  in the form attached as Exhibit Eor
                                                                     ---------
otherwise  satisfactory to Lender.  The date of commencement of the construction
of  the  Improvements  as set forth in such Affidavit of Commencement shall be a
date  after  the  date  of  the  recordation  of  the  Deed  of  Trust.
4.2     COMPLETION OF CONSTRUCTION.  Borrower shall complete construction of the
        --------------------------
Improvements  on  or before the Completion Date.  Within ten (10) days after the
construction  of the Improvements has been completed, Borrower shall execute and
file  in  the  Real  Property  Records  of  the  county in which the Property is
located,  an  affidavit  ("Affidavit  of  Completion")  in  the form attached as
Exhibit  F  or  otherwise  satisfactory  to  Lender.
      ----
4.3     COMMENCEMENT  AND  COMPLETION.  Borrower  shall commence construction of
        -----------------------------
the Improvements without delay after recordation of the Deed of Trust.  Borrower
shall  complete  construction  of  the  Improvements on or before the Completion
Date.
4.4     COMMENCEMENT  AND  COMPLETION  OF  OFFSITE IMPROVEMENTS.  Borrower shall
        -------------------------------------------------------
commence  construction  of any offsite improvements required by any governmental
authority  in connection with the construction of the Improvements without delay
and  shall  complete  construction of any such offsite improvements on or before
the  Completion  Date.
4.5     FORCE  MAJEURE.  The  time within which construction of the Improvements
        --------------
must  be completed shall be extended for a period of time equal to the period of
any delay directly affecting construction which is caused by fire, earthquake or
other acts of God, strike, lockout, acts of public enemy, riot, insurrection, or
governmental  regulation of the sale or transportation of materials, supplies or
labor; provided, however, that Borrower shall furnish Lender with written notice
       --------  -------
satisfactory  to  Lender evidencing any such delay within ten (10) days from the
occurrence  of any such delay.  In no event shall the time for completion of the
Improvements  be  extended beyond the Maturity Date or more than sixty (60) days
beyond  the  Completion  Date.
4.6     CONSTRUCTION  AGREEMENT.  Borrower  and Contractor have entered (or will
        -----------------------
enter)  into  the Construction Agreement pursuant to the terms and conditions of
which  Contractor  is  to  construct  the  Improvements.  Borrower shall require
Contractor to perform in accordance with the terms of the Construction Agreement
in  all  material  respects  and shall not materially amend, modify or alter the
responsibilities of Contractor under the Construction Agreement without Lender's
prior  written consent.  Except for any change orders permitted without Lender's
consent  pursuant  to  the  terms  hereof, Borrower shall execute, upon Lender's
request,  an assignment of Borrower's rights under the Construction Agreement to
Lender as security for Borrower's obligations under this Agreement and the other
Loan Documents and shall cause the Contractor to consent to any such assignment.
4.7     ARCHITECT'S  AGREEMENT.  Borrower  and  Architect  have entered into the
        ----------------------
Architect's  Agreement,  pursuant  to  which  Architect  is  to  design  the
Improvements.  Borrower  shall  require  Architect to perform in accordance with
the  terms of the Architect's Agreement and shall not amend, modify or alter the
responsibilities  of  Architect under the Architect's Agreement without Lender's
prior  written  consent.  Upon  Lender's  request,  Borrower  shall  execute  an
assignment  of  the  Architect's  Agreement  and the Plans and Specifications to
Lender  as  additional  security for Borrower's performance under this Agreement
and  the  other  Loan  Documents and shall cause the Architect to consent to any
such  assignment.
4.8     PLANS  AND  SPECIFICATIONS.
        --------------------------
(a)     CHANGES;  LENDER  CONSENT.  Except  as  otherwise  provided  in  this
        -------------------------
Agreement,  Borrower  shall not make any changes in the Plans and Specifications
        -
without  Lender's  prior  written  consent  if  such  change:  (i) constitutes a
material  change in the building material or equipment specifications, or in the
architectural or structural design, value or quality of any of the Improvements;
(ii) would result in an increase of construction costs in excess of $100,000 for
any  single change or in excess of $500,000 for all such changes; or (iii) would
affect  the  structural  integrity,  quality  of  building materials, or overall
efficiency  of  operating  systems  of  the  Improvements.  Without limiting the
above,  Lender  agrees  that  Borrower  may  make minor changes in the Plans and
Specifications  without  Lender's  prior  written  consent,  provided  that such
changes  do  not violate any of the conditions specified herein.  Borrower shall
at  all times maintain, for inspection by Lender, a full set of working drawings
of  the  Improvements.
(b)     CHANGES;  SUBMISSION  REQUIREMENTS.  Borrower  shall submit any proposed
        ----------------------------------
change in the Plans and Specifications to Lender at least ten (10) days prior to
the commencement of construction relating to such proposed change whether or not
such  change  is  subject  to  Lender's  consent.  Requests for any change which
requires  consent  shall  be  accompanied  by  working  drawings  and  a written
description  of the proposed change, submitted on a change order form acceptable
to  Lender, signed by Borrower and, if required by Lender, also by the Architect
and the Contractor.  At its option, Lender may require Borrower to provide:  (i)
evidence  satisfactory  to Lender of the cost and time necessary to complete the
proposed  change;  (ii)  a  deposit  in  the  amount of any increased costs into
Borrower's  Funds  Account;  and  (iii)  a  complete set of "as built" Plans and
Specifications  for  the  completed  Improvements.
(c)     CONSENT  PROCESS.  Borrower  acknowledges  that  Lender's  review of any
        ----------------
changes  and  required  consent  may result in delays in construction and hereby
consents  to  any  such  delays.
(d)     FINAL  PLANS  AND  SPECIFICATIONS.  Upon completion of the Improvements,
        ---------------------------------
Borrower  shall  deliver to Lender within ten (10) days a set of final Plans and
Specifications.
4.9     CONTRACTOR/CONSTRUCTION  INFORMATION.  Within  ten (10) days of Lender's
        ------------------------------------
written  request,  Borrower  shall deliver to Lender from time to time in a form
acceptable  to  Lender:  (a) a list detailing the name, address and phone number
of  each  contractor, subcontractor and material supplier to be employed or used
for  construction of the Improvements together with the dollar amount, including
changes,  if  any, of each contract and subcontract, and the portion thereof, if
any,  paid  through  the  date  of  such  list;  (b) copies of each contract and
subcontract  identified  in such list, including any changes thereto; (c) a cost
breakdown of the projected total cost of constructing the Improvements, and that
portion,  if  any,  of  each  cost  item  which  has  been  incurred;  and (d) a
construction  progress  schedule  detailing the progress of construction and the
projected  sequencing  and  completion  time for uncompleted work, all as of the
date  of  such  schedule.
Borrower  agrees  that  Lender  may  disapprove any contractor, subcontractor or
material  supplier  which,  in  Lender's  good  faith  determination,  is deemed
financially or otherwise unqualified; provided, however, that the absence of any
                                      --------  -------
such  disapproval  shall  not  constitute  a  warranty  or  representation  of
qualification  by Lender.  Lender may contact any such contractor, subcontractor
or  material  supplier  to  discuss  the  course  of  construction.
4.10     PROHIBITED CONTRACTS.  Without Lender's prior written consent, Borrower
         --------------------
shall  not contract for any materials, furnishings, equipment, fixtures or other
parts  or  components  of  the Improvements, if any third party shall retain any
ownership  interest (other than lien rights created by operation of law) in such
items  after  their  delivery  to the Property and Improvements.  Borrower shall
have  five  (5)  days  to  effect  the  removal  of  any such retained interest.
4.11     LIENS  AND  NOTICES.  Subject  to  the provisions of Section 4.11, if a
         -------------------
lien  affidavit  is  recorded or a notice of claim for unpaid work, materials or
specially fabricated items or a notice of a contractual retainage claim is given
to  the  Borrower  or  Contractor  which  affects  the Property or Improvements,
Borrower shall, within twenty (20) calendar days of such recording or receipt of
such  notice  or  within  ten  (10)  calendar  days  of Lender's written demand,
whichever  occurs  first:  (a)  pay and discharge the lien claim; (b) effect the
release thereof by recording or delivering to Lender a surety bond in sufficient
form and amount; or (c) provide Lender with other assurances which Lender deems,
in  its  reasonable  discretion, to be satisfactory for the payment of such lien
claim  and  for  the full and continuous protection of Lender from the effect of
such  lien  claim.
4.12     CONSTRUCTION  RESPONSIBILITIES.  Borrower  shall  cause  Contractor  to
         ------------------------------
construct  the  Improvements  in a workmanlike manner substantially according to
the Plans and Specifications and the recommendations of any soils or engineering
report  approved by Lender.  Borrower shall comply in all material respects with
all  applicable  laws,  ordinances,  rules,  regulations, building restrictions,
recorded  covenants  and  restrictions,  and  requirements  of  all  regulatory
authorities  having  jurisdiction  over  the Property or Improvements.  Borrower
shall  be  solely responsible for all aspects of Borrower's business and conduct
in connection with the Property and Improvements, including, without limitation,
for  the  quality  and  suitability  of  the  Plans and Specifications and their
compliance  with  all  governmental requirements, the supervision of the work of
construction,  the  qualifications,  financial  condition and performance of all
architects, engineers, contractors, material suppliers, consultants and property
managers,  and  the  accuracy  of  all  applications  for payment and the proper
application of all disbursements.  Lender is not obligated to supervise, inspect
or  inform  Borrower or any third party of any aspect of the construction of the
Improvements  or  any  other  matter  referred  to  above.
4.13     ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS.  Without Lender's prior
         ----------------------------------------------
written  consent,  Borrower  shall  not  cause  to become effective or otherwise
consent  to  the  formation  of  any assessment district or community facilities
district  which  includes  all  or  any  part  of  the Property and Improvements
pursuant  to:  (a)  contractual  agreements  among  property owners and/or other
governmental  or  quasi-governmental  agencies  or  political  subdivisions  or
districts,  or  other  entity  providing  such  community facilities; or (b) any
state,  county  or  municipal  ordinance, law, regulation or statute.  Nor shall
Borrower  cause  or  otherwise  consent  to  the  levying  of  special  taxes or
assessments  against  the  Property  and  Improvements  by  any  such assessment
district  or  community  facilities  district.
4.14     DELAY.  Borrower  shall  promptly notify Lender in writing of any event
         -----
causing  substantial  delay  or  interruption  of  construction,  or  the timely
completion  of  construction.  The  notice  shall  specify  the  particular work
delayed,  and  the  cause  and  period  of  each  delay.
4.15     INSPECTIONS.  Upon  reasonable  prior  notice to Borrower, Lender shall
         -----------
have the right to enter upon the Property at all reasonable times to inspect the
Improvements  and  the  construction  work  to  verify  information disclosed or
required  pursuant  to  this  Agreement.  Any  inspection  or  review  of  the
Improvements  by  Lender  is  solely  to  determine whether Borrower is properly
discharging  its obligations to Lender and may not be relied upon by Borrower or
by  any  third  party  as  a  representation or warranty of compliance with this
Agreement  or  any  other agreement.  Lender owes no duty of care to Borrower or
any third party to protect against, or to inform Borrower or any third party of,
any  negligent,  faulty,  inadequate  or defective design or construction of the
Improvements  as  determined  by  Lender.
4.16     SURVEYS.  Upon  Lender's  written  request,  Borrower  shall  promptly
         -------
deliver  to Lender:  (a) upon completion of the foundations of the Improvements,
a survey showing the location of the Improvements on the Property and confirming
that  the  Improvements  are  located  entirely  within  the Property and do not
encroach  upon  any easement, or breach or violate any governmental requirement;
and  (b) upon completion of the Improvements, an as-built survey acceptable to a
title  insurer  for  purposes  of  issuing  a standard Texas promulgated form of
mortgagee  policy  of  title insurance.  All such surveys shall be performed and
certified by a licensed engineer or surveyor acceptable to the insurer and shall
be  in  accordance  with  a Category 1A, Condition I survey pursuant to the most
recent  edition  of  the  Manual  of Practice for Land Surveying in the State of
Texas, published by the Texas Society of Professional Surveyors or in accordance
with  the ALTA/ACSM Minimum Standard Detail Requirements and Classifications for
ALTA/ACSM Land Title Surveys (1992) for an urban business district survey class.
                            ARTICLE 5.     INSURANCE
Borrower shall, while any obligation of Borrower or any Guarantor under any Loan
Document remains outstanding, maintain at Borrower's sole expense, with licensed
insurers  approved  by  Lender,  the following policies of insurance in form and
substance  satisfactory  to  Lender:
5.1     TITLE  INSURANCE.  A  Mortgagee  Title  Policy,  together  with  any
        ----------------
endorsements  which Lender may require, insuring Lender, in the principal amount
        --
of  the  Loan, of the validity and the priority of the lien of the Deed of Trust
upon  the  Property and Improvements, subject only to matters approved by Lender
in  writing  and including a Rule P-8(b)(1) exception prior to completion of the
Improvements.  During  the  term  of the Loan, Borrower shall deliver to Lender,
within five (5) days of Lender's written request, such other endorsements to the
Title  Policy  as  Lender  may  require.
5.2     PROPERTY  INSURANCE.  A  Builders  Risk Completed Value Hazard Insurance
        -------------------
policy,  including, without limitation, such endorsements as Lender may require,
insuring  Lender  against  damage  to the Property and Improvements in an amount
acceptable to Lender.  Lender shall be named on the policy under a Lender's Loss
Payable  Endorsement  and  Standard  Mortgage  Clause  Endorsement  (in  forms
acceptable  to  Lender).
5.3     FLOOD  HAZARD  INSURANCE.  A  policy  of flood insurance, as required by
        ------------------------
applicable  governmental  regulations.
5.4     LIABILITY  INSURANCE.  A  policy  of  comprehensive  general  liability
        --------------------
insurance  with  limits  as  required  by Lender, insuring against liability for
injury and/or death to any person and/or damage to any property occurring on the
Property  and/or  in  the  Improvements  from  any  cause  whatsoever.
5.5     GENERAL.  Borrower shall provide to Lender the originals of all required
        -------
insurance  policies,  or  other evidence of insurance acceptable to Lender.  All
insurance  policies  shall provide that the insurance shall not be cancelable or
materially changed without ten (10) days prior written notice to Lender.  Lender
shall  be  named under a Lender's Loss Payable Endorsement and Standard Mortgage
Clause  Endorsement  (in  forms  acceptable to Lender) on all insurance policies
which Borrower actually maintains with respect to the Property and Improvements.
Borrower shall provide to Lender evidence of any other insurance Lender may deem
necessary  at  any  time  during  the  Loan.
                  ARTICLE 6.     REPRESENTATIONS AND WARRANTIES
As  a  material  inducement  to  Lender's  entry  into  this Agreement, Borrower
represents  and  warrants  to  Lender  as  of  the Effective Date and continuing
thereafter  that:
6.1     AUTHORITY/ENFORCEABILITY.  Borrower  is  in compliance with all laws and
        ------------------------
regulations  applicable  to  its  organization,  existence  and  transaction  of
business and has all necessary rights and powers to own, develop and operate the
Property  and Improvements as contemplated by the Loan Documents, the failure of
which would or could reasonably be expected to have a material adverse affect on
the  Property  or  Borrower's  business.
6.2     BINDING  OBLIGATIONS.  Borrower  is  authorized  to execute, deliver and
        --------------------
perform  its obligations under the Loan Documents, and such obligations shall be
valid  and  binding  obligations  of  Borrower.
6.3     FORMATION  AND  ORGANIZATIONAL  DOCUMENTS.  Borrower  has  delivered  to
        -----------------------------------------
Lender  all formation and organizational documents of Borrower, of the partners,
joint  venturers  or  members  of Borrower, if any, and of all guarantors of the
Loan, if any, and all such formation and organizational documents remain in full
force and effect and have not been amended or modified since they were delivered
to  Lender.  Borrower  shall  immediately  provide  Lender  with  copies  of any
amendments  or  modifications  of  the  formation  or  organizational documents.
6.4     NO VIOLATION.  Borrower's execution, delivery, and performance under the
        ------------
Loan  Documents  do  not:  (a)  require  any  consent or approval not heretofore
obtained  under  any  partnership  agreement,  operating  agreement, articles of
incorporation,  bylaws  or  other  document;  (b)  violate  any  governmental
requirement  applicable  to  the Property and Improvements or any other statute,
law, regulation or ordinance or any order or ruling of any court or governmental
entity;  (c)  conflict  with,  or  constitute  a breach or default or permit the
acceleration  of  obligations  under  any  agreement,  contract, lease, or other
document  by which the Borrower is or the Property and Improvements are bound or
regulated;  or  (d)  violate  any  statute, law, regulation or ordinance, or any
order  of  any  court  or  governmental  entity.
6.5     COMPLIANCE  WITH  LAWS.  Borrower  has,  and  at  all  times  shall have
        ----------------------
obtained,  (a)  all  permits,  licenses,  exemptions, and approvals necessary to
construct,  occupy,  operate and market the Property and Improvements, and shall
maintain  compliance  with  all  governmental  requirements  applicable  to  the
Property  and  Improvements  and  (b)  all  other  applicable  statutes,  laws,
regulations  and  ordinances  necessary for the transaction of its business, the
failure  of  which  would  or  could  reasonably  be expected to have a material
adverse  affect  on  the  Property  or  Borrower's  business.
6.6     LITIGATION.  Except  as  disclosed to Lender in writing, Borrower has no
        ----------
knowledge  of any claims, actions, suits, or proceedings pending, or threatened,
against  Borrower  or  affecting  the  Property  or  Improvements that would, if
adversely  determined,  have  a  material  adverse  affect  on  the  Property or
Borrower's  ability  to  pay  and  perform  its  obligations  herein.
6.7     FINANCIAL  CONDITION.  All  financial  statements  and  information
        --------------------
heretofore  and  hereafter  delivered  to Lender by Borrower, including, without
        -
limitation,  information  relating  to  the financial condition of Borrower, the
Property,  the  Improvements,  the  partners,  joint  venturers  or  members  of
Borrower,  and/or  any  Guarantor, fairly and accurately represent the financial
condition  of  the  subject  thereof  and  have  been  prepared (except as noted
therein)  in  accordance  with  generally  accepted  accounting  principles
consistently  applied as of the respective dates thereof.  Borrower acknowledges
and  agrees that Lender may request and obtain additional information from third
parties  regarding  any  of  the  above,  including,  without limitation, credit
reports.
6.8     NO  MATERIAL  ADVERSE CHANGE.  There has been no material adverse change
        ----------------------------
in  the  financial condition of Borrower and/or Guarantor since the dates of the
latest  financial  statements  furnished  to  Lender  and,  except  as otherwise
disclosed  to  Lender  in  writing,  Borrower  has not entered into any material
transaction  which  is  not  disclosed  in  such  financial  statements.
6.9     LOAN  PROCEEDS  AND  ADEQUACY.  The  undisbursed Loan proceeds, together
        -----------------------------
with  Borrower's Funds and all other sums, if any, to be provided by Borrower as
shown  in  Exhibit C, are sufficient to construct the Improvements in accordance
           ---------
with  the  terms  and  conditions  of  this  Agreement.
6.10     ACCURACY.  All  reports,  documents, instruments, information and forms
         --------
of  evidence delivered by Borrower to Lender concerning the Loan or security for
the  Loan  or  required  by  the  Loan  Documents  are  accurate,  correct  and
sufficiently  complete  to  give  Lender  true  and  accurate knowledge of their
subject  matter,  and  do  not  contain  any  misrepresentation  or  omission.
6.11     TAX  LIABILITY.  Borrower has filed all required federal, state, county
         --------------
and  municipal  tax  returns  and  has  paid  all taxes and assessments owed and
payable,  and  Borrower has no knowledge of any basis for any additional payment
with  respect  to  any  such  taxes  and  assessments.
6.12     UTILITIES.  All  utility  services, including, without limitation, gas,
         ---------
water,  sewage,  electrical  and  telephone,  necessary  for the development and
occupancy  of  the  Property  and  Improvements  are  available at or within the
boundaries  of the Property, or Borrower has taken all steps necessary to assure
that  all  such  services will be available upon completion of the Improvements.
6.13     COMPLIANCE.  Borrower  shall  comply  in all material respects with all
         ----------
governmental  requirements  for the development of the Property and construction
of the Improvements and will conform to and comply in all material respects with
all  governmental  requirements  and  the  Plans  and  Specifications.
6.14     AMERICANS  WITH DISABILITIES ACT COMPLIANCE.  The Improvements shall be
         -------------------------------------------
constructed  and  completed, and thereafter maintained, in strict accordance and
full  compliance with all of the requirements of the Americans with Disabilities
Act,  of  July  26, 1990, Pub. L. No. 101-336, 104 Stat. 327, 42 U.S.C.   12101,
et. seq., and with 23 Tex. Rev. Civ. Stat. Ann., art. 9102 ("Texas Architectural
Barriers  Act"),  as  each  may be amended from time to time.  Borrower shall be
responsible  for  all ADA and Texas Architectural Barriers Act compliance costs.
6.15     BUSINESS  LOAN.  The  Loan is a business loan transaction in the stated
         --------------
amount  solely  for the purpose of carrying on the business of Borrower and none
of  the  proceeds  of  the  Loan  will  be  used  for  the  personal,  family or
agricultural  purposes  of  the  Borrower.
                       ARTICLE 7.     HAZARDOUS MATERIALS
7.1     SPECIAL REPRESENTATIONS AND WARRANTIES.  Without in any way limiting the
        --------------------------------------
other  representations  and  warranties  set  forth in this Agreement, and after
reasonable  investigation  and  inquiry  but  subject  to  the  findings  in the
environmental  reports  provided to Lender, Borrower hereby specially represents
and  warrants  to  the  best  of  Borrower's  knowledge  as  of the date of this
Agreement  as  follows:
(a)     HAZARDOUS MATERIALS.  The Property and Improvements are not and have not
        -------------------
been  a  site for the use, generation, manufacture, storage, treatment, release,
threatened  release, discharge, disposal, transportation or presence of any oil,
flammable  explosives,  asbestos,  urea  formaldehyde  insulation,  radioactive
materials,  hazardous  wastes,  toxic  or  contaminated  substances  or  similar
materials,  including,  without  limitation, any substances which are "hazardous
substances,"  "hazardous  wastes,"  "hazardous  materials,"  "toxic substances,"
"wastes,"  "regulated  substances,"  "industrial  solid wastes," or "pollutants"
under  the Hazardous Materials Laws, as described below, and/or other applicable
environmental  laws,  ordinances  and  regulations (collectively, the "Hazardous
Materials").  "Hazardous  Materials"  shall  not include commercially reasonable
amounts  of  such  materials  used  in  the  ordinary course of operation of the
Property  which  are used and stored in accordance with all applicable Hazardous
Materials  Laws.
(b)     HAZARDOUS  MATERIALS  LAWS.  The  Property  and  Improvements  are  in
        --------------------------
compliance  with  all  laws,  ordinances  and  regulations relating to Hazardous
Materials  ("Hazardous  Materials  Laws"),  including,  without limitation:  the
Clean  Air  Act,  as  amended, 42 U.S.C. Section 7401 et seq.; the Federal Water
                                                      -- ---
Pollution  Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource
                                                           -- ---
Conservation  and  Recovery  Act  of 1976, as amended, 42 U.S.C. Section 6901 et
                                                                              --
seq.;  the Comprehensive Environment Response, Compensation and Liability Act of
1980,  as amended (including the Superfund Amendments and Reauthorization Act of
1986,  "CERCLA"),  42  U.S.C. Section 9601 et seq.; the Toxic Substances Control
                                           -- ---
Act,  as  amended,  15  U.S.C. Section 2601 et seq.; the Occupational Safety and
                                            -- ---
Health  Act,  as  amended,  29  U.S.C.  Section  651, the Emergency Planning and
Community  Right-to-Know  Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine
                                                               -- ---
Safety  and  Health  Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the
                                                                    -- ---
Safe  Drinking  Water  Act,  as amended, 42 U.S.C. Section 300f et seq.; and all
                                                                -- ---
comparable  state  and  local  laws,  laws  of other jurisdictions or orders and
regulations  (including,  without  limitation,  the  Texas Water Code, the Texas
Health  &  Safety  Code  and  the  Texas  Solid  Waste  Disposal  Act).
(c)     HAZARDOUS  MATERIALS CLAIMS.  There are no claims or actions ("Hazardous
        ---------------------------
Materials  Claims")  pending  or  threatened  against  Borrower, the Property or
Improvements  by  any  governmental  entity  or agency or by any other person or
entity  relating  to  Hazardous Materials or pursuant to the Hazardous Materials
Laws.
7.2     HAZARDOUS  MATERIALS  COVENANTS.  Borrower  agrees  as  follows:
        -------------------------------
(a)     NO  HAZARDOUS  ACTIVITIES.  Borrower  shall  not  cause  or  permit  the
        -------------------------
Property  or  Improvements  to  be  used  as  a  site  for  the use, generation,
manufacture, storage, treatment, release, discharge, disposal, transportation or
presence  of  any  Hazardous  Materials.
(b)     COMPLIANCE.  Borrower  shall  comply  and  cause  the  Property  and
        ----------
Improvements  to  comply  with  all  Hazardous  Materials  Laws.
        --
(c)     NOTICES.  Borrower  shall  immediately notify Lender in writing of:  (i)
        -------
the  discovery  of  any  Hazardous Materials on, under or about the Property and
Improvements;  (ii) any knowledge by Borrower that the Property and Improvements
do  not  comply  with  any  Hazardous  Materials  Laws;  and (iii) any Hazardous
Materials  Claims.
(d)     REMEDIAL ACTION.  In response to the presence of any Hazardous Materials
        ---------------
on,  under  or  about  the  Property or Improvements, Borrower shall immediately
take,  at Borrower's sole expense, all remedial action required by any Hazardous
Materials  Laws  or  any  judgment,  consent decree, settlement or compromise in
respect  to  any  Hazardous  Materials  Claims.
7.3     INSPECTION BY LENDER.  Upon reasonable prior notice to Borrower, Lender,
        --------------------
its  employees  and  agents,  may from time to time (whether before or after the
commencement  of  a  nonjudicial  or  judicial foreclosure proceeding) enter and
inspect  the  Property  and  Improvements  for  the  purpose  of determining the
existence,  location,  nature  and  magnitude  of any past or present release or
threatened  release  of  any Hazardous Materials into, onto, beneath or from the
Property  and  Improvements.
7.4     HAZARDOUS  MATERIALS  INDEMNITY.  BORROWER  HEREBY  AGREES  TO  DEFEND,
        -------------------------------
INDEMNIFY  AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
SUCCESSORS  AND  ASSIGNS  FROM  AND  AGAINST  ANY  AND  ALL  LOSSES,  DAMAGES,
LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES
(INCLUDING,  WITHOUT  LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY
INCUR  AS  A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE,
STORAGE,  DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS
MATERIALS  IN,  ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS.  BORROWER SHALL
IMMEDIATELY  PAY  TO  LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY,
TOGETHER  WITH  INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE
RATE  OF  INTEREST  APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE.  BORROWER'S
DUTY  AND  OBLIGATIONS  TO  DEFEND,  INDEMNIFY  AND  HOLD  HARMLESS LENDER SHALL
SURVIVE:  (I) THE CANCELLATION OF THE NOTE AND THE RELEASE OR PARTIAL RELEASE OF
THE  DEED OF TRUST; (II) ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED
OF  TRUST,  OR  TRANSFER  OF  THE  PROPERTY  IN  LIEU  THEREOF;  AND  (III)  THE
SATISFACTION  OF  ALL  OF  BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS.  THE
FOREGOING INDEMNIFICATION OBLIGATION AND OTHER OBLIGATIONS OF BORROWER CONTAINED
IN THIS SECTION 7.2 SHALL NOT BE APPLICABLE TO NOR SHALL BORROWER BE RESPONSIBLE
FOR  THE PRESENCE OF HAZARDOUS MATERIALS OR VIOLATION OF ANY HAZARDOUS MATERIALS
LAWS  FIRST  OCCURRING  AFTER  ANY  FORECLOSURE,  DEED  IN  LIEU OF FORECLOSURE,
LENDER'S  APPOINTMENT  OF  A  RECEIVER  OR ANY OTHER ACTION WHICH RESULTS IN THE
DISPOSSESSION  OF  BORROWER  FROM  THE  PROPERTY PURSUANT TO THE LOAN DOCUMENTS.
                        ARTICLE 8.     SET ASIDE LETTERS
8.1     SET  ASIDE LETTERS.  If, at Borrower's request, Lender issues any letter
        ------------------
or  letters  ("Set  Aside  Letter")  to  any  governmental agency ("Obligee") or
bonding  company  ("Surety") whereby Lender agrees to allocate Loan proceeds for
the construction of off-site, common area, or other improvements required by any
governmental  agency  or  for  which  bonds  may  be required ("Bonded Work") in
connection  with the development of the Property, Borrower represents, warrants,
covenants  and  agrees  as  follows:
(a)     The  sum  which Borrower requests Lender to allocate for the Bonded Work
shall  be  sufficient  to  pay  for  the construction and completion cost of the
Bonded  Work in accordance with any agreement between Borrower and Obligee and a
copy  of such agreement shall be furnished to Lender by Borrower prior to and as
a  condition  precedent  to  the  issuance  by  Lender  of any Set Aside Letter;
(b)     Lender  is irrevocably and unconditionally authorized to disburse to the
Obligee  or  Surety  all  or  any portion of said allocated Loan proceeds upon a
demand  of  such  Surety  or  Obligee  made  in  accordance  with  the terms and
conditions  of  the  Set  Aside  Letter;
(c)     Any  disbursements or payments which Lender makes or may be obligated to
make  under  any Set Aside Letter, whether made directly to the Surety, Obligee,
or to others for completion of all or part of the Bonded Work, shall be deemed a
disbursement  under this Agreement to or for the benefit or account of Borrower;
(d)     BORROWER  SHALL  DEFEND,  INDEMNIFY  AND  HOLD  HARMLESS LENDER FROM ANY
CLAIM,  DEMAND,  CAUSE  OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT
LIMITATION,  ANY  COURT COSTS AND ATTORNEYS' FEES AND EXPENSES, WHICH LENDER MAY
SUFFER  OR  INCUR  AS  A  DIRECT  OR  INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR
COMPLIANCE  WITH  ANY  REQUESTED  SET  ASIDE  LETTER.  BORROWER  SHALL  PAY  ANY
INDEBTEDNESS  ARISING  UNDER THIS INDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF
LENDER.  BORROWER'S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER
SHALL  SURVIVE  THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL
RELEASE  OF  THE  DEED  OF  TRUST  OR  OTHER  LOAN  DOCUMENTS;
(e)     Lender  shall  have  no obligation to release any collateral or security
under  the  Loan Documents unless and until Lender has received a full and final
written  release  of  its  obligations  under  each  Set  Aside  Letter;  and
                      ARTICLE 9.     COVENANTS OF BORROWER
9.1     EXPENSES.  Borrower  shall  immediately pay Lender upon demand all costs
        --------
and expenses incurred by Lender in connection with:  (a) the preparation of this
Agreement,  all other Loan Documents contemplated hereby; (b) the administration
of  this  Agreement,  the other Loan Documents and for the term of the Loan; and
(c)  the  enforcement or satisfaction by Lender of any of Borrower's obligations
under  this  Agreement,  the  other  Loan  Documents.  For  all purposes of this
Agreement,  Lender's  costs  and expenses shall include, without limitation, all
appraisal  fees, cost engineering and inspection fees, reasonable legal fees and
expenses,  accounting fees, environmental consultant fees, auditor fees, and the
cost  to  Lender  of  any  title  insurance premiums, title surveys, release and
notary  fees.  Borrower  recognizes and agrees that formal written appraisals of
the  Property  and  Improvements  by  a  licensed  independent  appraiser may be
required  by  Lender's  internal  procedures and/or federal regulatory reporting
requirements  on  an annual and/or specialized basis and that Lender may, at its
option,  require  inspection  of the Property and Improvements by an independent
supervising  architect  and/or  cost  engineering specialist:  (i) prior to each
advance;  (ii)  at  least once each month during the course of construction even
though  no  disbursement  is to be made for that month; (iii) upon completion of
the  Improvements;  and  (iv)  at least semi-annually thereafter.  If any of the
services  described  above are provided by an employee of Lender, Lender's costs
and  expenses  for such services shall be calculated in accordance with Lender's
standard  charge  for  such  services.
9.2     ERISA  COMPLIANCE.  Borrower  shall  at  all  times  comply  with  the
        -----------------
provisions  of  ERISA  with  respect to any retirement or other employee benefit
        -
plan  to  which  it  is  a  party  as  employer.
9.3     LEASING.  Borrower shall use commercially reasonable efforts to maintain
        -------
all  leasable  space  in  the Property leased at no less than fair market rental
rates.
9.4     APPROVAL  OF  LEASES.  All  leases  of  all  or any material part of the
        --------------------
Property  and Improvements shall: (a) be upon terms and with tenants approved by
Lender  prior  to  Borrower's  execution  of  any  such  lease;  and (b) include
estoppel,  subordination,  attornment  and  mortgagee  protection  provisions
satisfactory  to  Lender.  All  standard  lease forms and any material deviation
from any form, shall be approved by Lender prior to execution of any lease using
such  form.
9.5     INTENTIONALLY  OMITTED.
9.6     SUBDIVISION  MAPS.  Except  for  the final plat previously submitted to,
        -----------------
and approved by, Lender, prior to recording any final map, plat, parcel map, lot
line adjustment or other subdivision map of any kind covering any portion of the
Property  (collectively,  "Subdivision  Map"),  Borrower  shall  submit  such
Subdivision Map to Lender for Lender's review and approval, which approval shall
not  be  unreasonably  withheld.  Within  ten  (10) Business Days after Lender's
receipt of such Subdivision Map, Lender shall provide Borrower written notice if
Lender  disapproves  of  said  Subdivision  Map.  Lender shall be deemed to have
approved the Subdivision Map if such notice is not provided to Borrower.  Within
five  (5)  Business  Days  after  Lender's  request,  Borrower  shall  execute,
acknowledge  and  deliver  to  Lender  such  amendments to the Loan Documents as
Lender  may reasonably require to reflect the change in the legal description of
the  Property  resulting  from  the  recordation  of  any  Subdivision  Map.  In
connection  with  and  promptly  after the recordation of any amendment or other
modification  to  the Deed of Trust recorded in connection with such amendments,
Borrower  shall  deliver  to  Lender,  at  Borrower's  sole  expense,  a  title
endorsement  to  the  Title  Policy in form and substance satisfactory to Lender
insuring the continued first priority lien of the Deed of Trust.  Subject to the
execution and delivery by Borrower of any documents required under this Section,
Lender  shall, if required by applicable law, sign any Subdivision Map approved,
or  deemed  to  be  approved,  by  Lender  pursuant  to  this  Section.
9.7     OPINION  OF  LEGAL  COUNSEL.  At  closing,  Borrower  shall  provide, at
        ---------------------------
Borrower's expense, an opinion of legal counsel in form and content satisfactory
to  Lender  and  its  counsel.
9.8     FURTHER  ASSURANCES.  Upon  Lender's request and at Borrower's sole cost
        -------------------
and  expense,  Borrower  shall  execute,  acknowledge  and  deliver  any  other
instruments  and  perform  any  other  acts  necessary,  desirable or proper, as
determined  by Lender, to carry out the purposes of this Agreement and the other
Loan  Documents  or  to  perfect  and  preserve  any  liens  created by the Loan
Documents.
9.9     ASSIGNMENT.  Without the prior written consent of Lender, Borrower shall
        ----------
not assign Borrower's interest under any of the Loan Documents, or in any monies
due  or  to become due thereunder, and any assignment without such consent shall
be  void.  In this regard, Borrower acknowledges that Lender would not make this
Loan except in reliance on Borrower's expertise, reputation, prior experience in
developing  and  constructing  commercial  real  property, Lender's knowledge of
Borrower,  and  Lender's understanding that this Agreement is more in the nature
of  an  agreement  involving personal services than a standard loan where Lender
would  rely  on  security  which  already  exists.
9.10     MANAGEMENT  OF  PROPERTY.  Other  than  the  Development Agreement with
         ------------------------
Billingsly  Development  Corporation previously submitted to Lender, without the
prior  written  consent  of  Lender, Borrower shall not enter into any agreement
providing  for  the  management,  leasing  or  operation  of  the  Property  or
Improvements.
                       ARTICLE 10.     REPORTING COVENANTS
10.1     FINANCIAL  INFORMATION.  Borrower  shall  deliver  to  Lender, all such
         ----------------------
financial  information  and  reports as are required to be delivered pursuant to
the  Master  Loan  Agreement.
10.2     BOOKS  AND  RECORDS.  Borrower shall maintain or cause to be maintained
         -------------------
complete  books  of  account and other records for the Property and Improvements
and  for  disbursement and use of the proceeds of the Loan and Borrower's Funds,
and  the  same  shall  be  available  for  inspection and copying by Lender upon
reasonable  prior  notice.
                      ARTICLE 11.     DEFAULTS AND REMEDIES
11.1     DEFAULT.  The  occurrence  of  any  one  or more of the following shall
         -------
constitute  an  event  of default ("Default") under this Agreement and the other
Loan  Documents:
(a)     MONETARY.  (i)  Borrower's  failure  to  pay  when  due  any  principal,
        --------
interest or fees, or any part thereof under the Note, and such failure continues
for  one  (1)  Business  Day  after notice thereof by Lender; or (ii) Borrower's
failure  to  pay  any other sums payable under the Note or any of the other Loan
Documents  or  Borrower's  failure  to  deposit any Borrower's Funds as and when
required  under  this  Agreement  and  any  such  failure continues for five (5)
Business  Days  after  notice  thereof;  or
(b)     PERFORMANCE OF AGREEMENT OBLIGATIONS.  Borrower's failure to perform any
        ------------------------------------
obligation in addition to those in Section 11.1(a) above under this Agreement or
the  Loan  Documents and such failure continues for a period of twenty-five days
after  notice  thereof  to  Borrower  by Lender, provided that if cure cannot be
completed  in  such  period  so long as cure is being diligently prosecuted, the
cure  period  shall  be  extended  to a maximum of no more than ninety (90) days
following  the  occurrence  of  the  default;  or
(c)     DEFAULT  UNDER  MASTER  LOAN  AGREEMENT.  The occurrence of an "Event of
        ---------------------------------------
Default"  as  defined  in  the  Master  Loan  Agreement;  or
(d)     CONSTRUCTION;  USE.  (i)  There is any material deviation in the work of
        ------------------
construction  from  the Plans and Specifications or governmental requirements or
the  appearance or use of defective workmanship or materials in constructing the
Improvements,  and  Borrower  fails  to remedy the same to Lender's satisfaction
within  ten  (10)  days  of Lender's written demand to do so; or (ii) there is a
cessation  of  construction  of  the  Improvements  prior  to  completion  for a
continuous  period  of more than fifteen (15) days (except as caused by an event
of  force majeure for which a longer delay may be permitted under Article 4); or
(iii) the construction, sale or leasing of any of the Improvements in accordance
with  the  Loan  Documents  is  prohibited, enjoined or delayed for a continuous
period of more than thirty (30) days; or (iv) utilities or other public services
necessary  for  the  full  occupancy  and  utilization  of  the  Property  and
Improvements  are  curtailed  for  a  continuous period of more than thirty (30)
days;  or
(e)     LIENS,  ATTACHMENT;  CONDEMNATION.  (i)  The  recording  of  any  lien
        ---------------------------------
affidavit  against the Property or Improvements or the giving to Borrower of any
notice of unpaid claims for work, material or specially fabricated items or of a
contractual  retainage  claim  relating  to the Property or Improvements and the
continuance  of  such  lien  claim  or notice without discharge, satisfaction or
provision  for payment being made by Borrower in a manner satisfactory to Lender
within  twenty  (20)  days  after  such recording or receipt by Borrower of such
notice or within ten (10) calendar days of Lender's written demand to cure same,
whichever  occurs  first; or (ii) the condemnation, seizure or appropriation of,
or  occurrence  of an uninsured casualty with respect to any material portion of
the  Property  or  Improvements; or (iii) the sequestration or attachment of, or
any  levy  or  execution  upon  any  of  the Property or Improvements, any other
collateral  provided  by Borrower under any of the Loan Documents, any monies in
the  Account  or  in the Borrower's Funds Account, or any substantial portion of
the other assets of Borrower, which sequestration, attachment, levy or execution
is  not  released, expunged or dismissed prior to the earlier of forty-five (45)
days  or  the  sale  of  the  assets  affected  thereby;  or
(f)     REPRESENTATIONS  AND  WARRANTIES.  (i) The failure of any representation
        --------------------------------
or  warranty  of  Borrower  in any of the Loan Documents and the continuation of
such  failure  for more than ten (10) days after written notice to Borrower from
Lender  requesting that Borrower cure such failure; or (ii) any material adverse
change  in  the financial condition of Borrower or any other person or entity in
any  manner  obligated  to  Lender  under  the Loan Documents from the financial
condition  represented  to Lender as of the Effective Date, the failure of which
would  or  could reasonably be expected to have a material adverse affect on the
Property  or  Borrower's  business;  or
(g)     VOLUNTARY  BANKRUPTCY;  INSOLVENCY;  DISSOLUTION.  (i)  The  filing of a
        ------------------------------------------------
petition  by  Borrower  for relief under the Bankruptcy Code, or under any other
present  or  future state or federal law regarding bankruptcy, reorganization or
other  debtor  relief  law;  (ii)  the  filing  of  any pleading or an answer by
Borrower in any involuntary proceeding under the Bankruptcy Code or other debtor
relief law which admits the jurisdiction of the court or the petition's material
allegations  regarding  Borrower's  insolvency;  (iii)  a  general assignment by
Borrower  for  the  benefit  of creditors; or (iv) Borrower applying for, or the
appointment  of, a receiver, trustee, custodian or liquidator of Borrower or any
of  its  property;  or
(h)     INVOLUNTARY  BANKRUPTCY.  The  failure  of  Borrower  to  effect  a full
        -----------------------
dismissal  of  any  involuntary  petition under the Bankruptcy Code or under any
other  debtor  relief law that is filed against Borrower or in any way restrains
or  limits  Borrower  or  Lender  regarding  the  Loan,  the  Property  or  the
Improvements,  prior  to  the  earlier  of the entry of any court order granting
relief  sought  in  such involuntary petition, or forty-five (45) days after the
date  of  filing  of  such  involuntary  petition;  or
(i)     LOSS  OF PRIORITY.  The failure at any time of the Deed of Trust to be a
        -----------------
valid  first  lien  upon  the  Property and Improvements or any portion thereof,
other  than  as  a result of any release or partial release of the Deed of Trust
with  respect to all or any portion of the Property and Improvements pursuant to
the  terms  and  conditions  of  this  Agreement;  or
(j)     HAZARDOUS  MATERIALS.  The  discovery  of  any  significant  Hazardous
        --------------------
Materials  in,  on  or  about  the  Property  or  Improvements subsequent to the
Effective  Date.  Any  such  Hazardous Materials shall be "significant" for this
purpose  if  said  Hazardous  Materials,  in  Lender's  sole  discretion, have a
materially  adverse  impact  on  the  value of the Property and Improvements; or
Notwithstanding  the  foregoing, the occurrence of an Event of Default described
in Section 11.1(e)(ii) by reason of a condemnation shall not automatically cause
   -------------------
a  default  under  the Master Loan Agreement so long as either the Loan is fully
paid to Lender or, if Lender shall agree in its sole discretion, the Property is
restored to a condition of sufficient use and value to serve as security for the
Loan.
11.2     ACCELERATION  UPON  DEFAULT;  REMEDIES.  Upon the occurrence and during
         --------------------------------------
continuance of any Default specified in this Article 11, Lender may, at its sole
option,  declare all sums owing to Lender under the Note, this Agreement and the
other  Loan  Documents  immediately  due  and  payable.  Upon such acceleration,
Lender may, in addition to all other remedies permitted under this Agreement and
the other Loan Documents and at law or equity, apply any sums in the Account and
Borrower's  Funds Account to the sums owing under the Loan Documents and any and
all  obligations  of  Lender  to fund further disbursements under the Loan shall
terminate.
11.3     DISBURSEMENTS  TO  THIRD  PARTIES.  Upon  the  occurrence  and  during
         ---------------------------------
continuance  of  a  Default  occasioned  by Borrower's failure to pay money to a
third party as required by this Agreement, Lender may but shall not be obligated
to make such payment from the Loan proceeds, Borrower's Funds, or other funds of
Lender.  If  such  payment  is made from proceeds of the Loan or from Borrower's
Funds,  Borrower  shall immediately deposit with Lender, upon written demand, an
amount  equal  to  such  payment.  If such payment is made from funds of Lender,
Borrower  shall  immediately repay such funds upon written demand of Lender.  In
either case, the Default with respect to which any such payment has been made by
Lender  shall  not  be deemed cured until such deposit or repayment (as the case
may  be)  has  been  made  by  Borrower  to  Lender.
11.4     LENDER'S  COMPLETION  OF  CONSTRUCTION.  Upon the occurrence and during
         --------------------------------------
continuance of a Default, Lender may, upon five (5) days prior written notice to
Borrower, and with or without legal process, take possession of the Property and
Improvements,  remove  Borrower  and  all  agents,  employees and contractors of
Borrower  from  the Property and Improvements, complete the work of construction
and  market,  operate  and  sell or lease the Property and/or Improvements.  For
this  purpose,  Borrower  irrevocably  appoints  Lender as its attorney-in-fact,
which  agency  is coupled with an interest.  As attorney-in-fact, Lender may, in
Borrower's  name,  take  or omit to take any action Lender may deem appropriate,
including,  without  limitation,  exercising  Borrower's  rights  under the Loan
Documents  and  all  contracts  concerning  the  Property  and/or  Improvements.
11.5     LENDER'S  CESSATION  OF CONSTRUCTION.  If Lender determines at any time
         ------------------------------------
that the Improvements are not being constructed in accordance with the Plans and
Specifications  and  all  governmental  requirements  in  all material respects,
Lender  may  immediately  cause  all  construction  to  cease  on  any  of  the
Improvements  affected  by  the  condition  of  nonconformance.  Borrower  shall
thereafter  not  allow  any construction work, other than corrective work, to be
performed on any of the Improvements affected by the condition of nonconformance
until  such  time  as Lender notifies Borrower in writing that the nonconforming
condition  has  been  corrected.
11.6     REPAYMENT  OF  FUNDS  ADVANCED.  Any  funds  expended  by Lender in the
         ------------------------------
exercise  of  its  rights  or  remedies  under this Agreement and the other Loan
Documents  shall be payable to Lender upon demand, together with interest at the
rate  applicable  to  the  principal balance of the Note from the date the funds
were  expended.
11.7     RIGHTS  CUMULATIVE,  NO  WAIVER.  All  Lender's  rights  and  remedies
         -------------------------------
provided  in  this  Agreement  and the other Loan Documents, together with those
granted  by  law  or at equity, are cumulative and may be exercised by Lender at
any  time.  Lender's exercise of any right or remedy shall not constitute a cure
of  any  Default  unless  all sums then due and payable to Lender under the Loan
Documents are repaid and Borrower has cured all other Defaults.  No waiver shall
be implied from any failure of Lender to take, or any delay by Lender in taking,
action  concerning any Default or failure of condition under the Loan Documents,
or  from  any  previous waiver of any similar or unrelated Default or failure of
condition.  Any  waiver  or  approval under any of the Loan Documents must be in
writing  and  shall  be  limited  to  its  specific  terms.
                    ARTICLE 12.     MISCELLANEOUS PROVISIONS
12.1     INDEMNITY.  BORROWER  HEREBY  AGREES  TO  DEFEND,  INDEMNIFY  AND  HOLD
         ---------
HARMLESS  LENDER,  ITS  DIRECTORS,  OFFICERS,  EMPLOYEES, AGENTS, SUCCESSORS AND
ASSIGNS  FROM  AND  AGAINST  ANY  AND  ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS,
ACTIONS,  JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A
DIRECT  OR  INDIRECT  CONSEQUENCE OF:  (A) THE PURPOSE TO WHICH BORROWER APPLIES
THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND
WHEN  REQUIRED  BY  THIS  AGREEMENT  OR  ANY  OF  THE OTHER LOAN DOCUMENTS AFTER
EXPIRATION  OF  APPLICABLE  CURE  PERIODS; (C) ANY FAILURE AT ANY TIME OF ANY OF
BORROWER'S  REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT IN ANY MATERIAL
RESPECT;  OR  (D) ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR MEMBER
OF  BORROWER,  ANY  CONTRACTOR,  SUBCONTRACTOR  OR  MATERIAL SUPPLIER, ENGINEER,
ARCHITECT  OR  OTHER  PERSON  OR  ENTITY  WITH RESPECT TO ANY OF THE PROPERTY OR
IMPROVEMENTS.  BORROWER  SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS
OWING  UNDER  THIS  INDEMNITY,  TOGETHER  WITH  INTEREST  FROM  THE  DATE  THE
INDEBTEDNESS  ARISES  UNTIL  PAID  AT  THE  RATE  OF  INTEREST APPLICABLE TO THE
PRINCIPAL  BALANCE  OF  THE  NOTE.  BORROWER'S  DUTY  AND OBLIGATIONS TO DEFEND,
INDEMNIFY  AND  HOLD  HARMLESS LENDER SHALL SURVIVE CANCELLATION OF THE NOTE AND
THE  RELEASE  OR  PARTIAL  RELEASE  OF  THE  DEED  OF  TRUST.  The  foregoing
indemnification  obligation  shall not apply to any matter first occurring after
any foreclosure, deed in lieu of foreclosure, Lender's appointment of a receiver
or  any  other  action  which  results in the dispossession of Borrower from the
Property  pursuant  to  the  Loan  Documents.
12.2     FORM  OF  DOCUMENTS.  The  form  and  substance  of  all  documents,
         -------------------
instruments,  and forms of evidence to be delivered to Lender under the terms of
         -
this  Agreement and any of the other Loan Documents shall be subject to Lender's
approval  and  shall  not  be  modified, superseded or terminated in any respect
without  Lender's  prior  written  approval.
12.3     NO  THIRD  PARTIES BENEFITED.  No person other than Lender and Borrower
         ----------------------------
and  their permitted successors and assigns shall have any right of action under
any  of  the  Loan  Documents.
12.4     NOTICES.  All  notices,  demands,  or  other  communications under this
         -------
Agreement  and  the  other  Loan  Documents  shall  be  in  writing and shall be
delivered  to  the  appropriate  party at the address set forth on the signature
page  of  this  Agreement  and as specified in Exhibit D (subject to change from
                                               ---------
time  to  time  by  written notice to all other parties to this Agreement).  All
communications  shall be deemed served upon delivery of same, or if mailed, upon
the  first  to  occur  of  receipt or the expiration of three (3) days after the
deposit  in the United States Postal Service mail, postage prepaid and addressed
to  the  address  of  Borrower  or  Lender  at  the address specified; provided,
                                                                       --------
however,  that  non-receipt  of any communication as the result of any change of
address  of  which  the  sending  party  was  not notified or as the result of a
refusal  to  accept  delivery  shall  be  deemed  receipt of such communication.
12.5     ATTORNEY-IN-FACT.  Borrower  hereby irrevocably appoints and authorizes
         ----------------
Lender,  as  Borrower's  attorney-in-fact,  which  agency  is  coupled  with  an
interest,  to  execute and/or record in Lender's or Borrower's name any notices,
instruments  or  documents  that  Lender  deems  appropriate to protect Lender's
interest  under  any  of  the  Loan  Documents.
12.6     ACTIONS.  Upon and during the continuance of a Default, Borrower agrees
         -------
that  Lender,  in  exercising  the  rights,  duties  or liabilities of Lender or
Borrower  under the Loan Documents, may commence, appear in or defend any action
or  proceeding  purporting to affect the Property, the Improvements, or the Loan
Documents  and  Borrower  shall immediately reimburse Lender upon demand for all
such  expenses  so  incurred  or  paid by Lender, including, without limitation,
reasonable  attorneys'  fees  and  expenses  and  court  costs.
12.7     RIGHT  OF  CONTEST.  Borrower may contest in good faith any claim, tax,
         ------------------
demand,  levy  or  assessment  by  any  person  other  than  Lender  which would
constitute  a  Default  if:  (a)  Borrower  pursues the contest diligently, in a
manner which Lender determines is not prejudicial to Lender, and does not impair
the  rights of Lender under any of the Loan Documents; and (b) Borrower deposits
with  Lender  any  funds  or other forms of assurance which Lender in good faith
determines from time to time appropriate to protect Lender from the consequences
of  the  contest  being  unsuccessful.  Borrower's  compliance with this Section
shall  operate to prevent such claim, demand, levy or assessment from becoming a
Default.
12.8     RELATIONSHIP OF PARTIES.  The relationship of Borrower and Lender under
         -----------------------
the  Loan  Documents  is, and shall at all times remain, solely that of borrower
and lender, and Lender neither undertakes nor assumes any responsibility or duty
to  Borrower or to any third party with respect to the Property or Improvements,
except  as  expressly  provided  in this Agreement and the other Loan Documents.
12.9     DELAY  OUTSIDE LENDER'S CONTROL.  Lender shall not be liable in any way
         -------------------------------
to  Borrower  or  any  third  party  for Lender's failure to perform or delay in
performing  under the Loan Documents (and Lender may suspend or terminate all or
any portion of Lender's obligations under the Loan Documents) if such failure to
perform  or delay in performing results directly or indirectly from, or is based
upon,  the  action,  inaction, or purported action, of any governmental or local
authority, or because of war, rebellion, insurrection, strike, lock-out, boycott
or  blockade  (whether presently in effect, announced or in the sole judgment of
Lender  deemed  probable), or from any Act of God or other cause or event beyond
Lender's  control.
12.10     ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT.  If any attorney is engaged
          -----------------------------------------
by Lender to enforce or defend any provision of this Agreement, any of the other
Loan  Documents,  or  as  a consequence of any Default under the Loan Documents,
with  or  without  the  filing of any legal action or proceeding, Borrower shall
immediately  pay to Lender, upon demand, the amount of all reasonable attorneys'
fees  and  expenses  and  all  costs incurred by Lender in connection therewith,
together  with  interest  thereon from the date of such demand until paid at the
rate  of  interest  applicable to the principal balance of the Note as specified
therein.
12.11     IMMEDIATELY  AVAILABLE FUNDS.  Unless otherwise expressly provided for
          ----------------------------
in  this  Agreement,  all amounts payable by Borrower to Lender shall be payable
only  in  United  States  currency,  immediately  available  funds.
12.12     LENDER'S  CONSENT.  Wherever  in this Agreement there is a requirement
          -----------------
for Lender's consent and/or a document to be provided or an action taken "to the
satisfaction  of  Lender",  it  is  understood  by such phrase that Lender shall
exercise  its  consent,  right  or  judgment  in  a  reasonable manner given the
specific  facts  and  circumstance  applicable  at  the  time.
12.13     LOAN  SALES  AND  PARTICIPATIONS; DISCLOSURE OF INFORMATION.  Borrower
          -----------------------------------------------------------
agrees  that  Lender  may  elect,  at  any  time,  to  sell,  assign  or  grant
participations  in  all  or  any portion of its rights and obligations under the
Loan  Documents,  and  that any such sale, assignment or participation may be to
one or more financial institutions, private investors, and/or other entities, at
Lender's  sole  discretion ("Participant").  Borrower further agrees that Lender
may  disseminate  to  any  such actual or potential purchaser(s), assignee(s) or
participant(s) all documents and information (including, without limitation, all
financial  information)  which  has been or is hereafter provided to or known to
Lender  with respect to:  (a) the Property and Improvements and their operation;
(b)  any  party  connected  with  the  Loan  (including, without limitation, the
Borrower;  and/or  (c) any lending relationship other than the Loan which Lender
may have with any party connected with the Loan.  In the event of any such sale,
assignment  or  participation,  Lender and the parties to such transaction shall
share in the rights and obligations of Lender as set forth in the Loan Documents
only  as  and to the extent they agree among themselves.  In connection with any
such  sale,  assignment  or participation, Borrower further agrees that the Loan
Documents  shall  be  sufficient evidence of the obligations of Borrower to each
purchaser,  assignee,  or  participant.  The  indemnity  obligations of Borrower
under  the  Loan  Documents  shall  also  apply  with  respect to any purchaser,
assignee  or  participant.
(a)     SALE  OF  PARTICIPATIONS.  Notwithstanding  any  other provision of this
        ------------------------
Agreement  to  the contrary, Lender shall not sell, transfer, or assign the Loan
or the Loan Documents, nor grant any participations therein, to any entity other
than  a  subsidiary,  parent  or  affiliate  of  Lender.
(b)     SALE  OF  PARTICIPATIONS.  Notwithstanding  any  other provision of this
        ------------------------
Agreement  to  the  contrary,  Lender  shall not sell, transfer, assign or grant
participations  in  the  Loan  or  the  Loan Documents unless Lender remains the
principal  or  "lead"  lender  therefor.
12.14     INTENTIONALLY  OMITTED.
12.15     SIGNS.  At  Lender's  cost,  Lender  may  place  on  the Property at a
          -----
location  designated  by  Borrower  or  Contractor,  in  compliance  with  deed
restrictions,  reasonable  signs  standard  to  construction  loan  transactions
stating  that  construction  financing is being provided by Lender and any other
lenders  or  participants  in  the  Loan.
12.16     LENDER'S  AGENTS.  Lender  may  designate  an  agent  or  independent
          ----------------
contractor  to  exercise  any of Lender's rights under this Agreement and any of
the  other Loan Documents.  Any reference to Lender in any of the Loan Documents
shall  include  Lender's agents, employees or independent contractors.  Borrower
shall  pay  the costs of such agent or independent contractor either directly to
such  person  or  to  Lender  in  reimbursement  of  such  costs, as applicable.
12.17     TAX SERVICE.  Lender is authorized to secure, at Borrower's expense, a
          -----------
tax  service  contract  with  a  third  party  vendor  which  shall  provide tax
information  on  the  Property  and  Improvements  satisfactory  to  Lender.
12.18     WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO THIS AGREEMENT HEREBY
          --------------------------------
EXPRESSLY  WAIVES  ANY  RIGHT  TO  TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE  OF  ACTION  (A)  ARISING  UNDER  THE  LOAN  DOCUMENTS, INCLUDING, WITHOUT
LIMITATION,  ANY  PRESENT  OR  FUTURE  MODIFICATION  THEREOF  OR  (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR
ANY  OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH,  OR  THE  TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
SUCH  CLAIM,  DEMAND,  ACTION  OR  CAUSE  OF ACTION IS NOW EXISTING OR HEREAFTER
ARISING,  AND  WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART  OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT  OF  THE  PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE
HAVE  TO  TRIAL  BY  JURY.
12.19     SEVERABILITY.  If any provision or obligation under this Agreement and
          ------------
the  other  Loan  Documents  shall  be  determined  by  a  court  of  competent
jurisdiction  to  be  invalid, illegal or unenforceable, that provision shall be
deemed  severed  from  the  Loan  Documents  and  the  validity,  legality  and
enforceability  of  the remaining provisions or obligations shall remain in full
force  as though the invalid, illegal, or unenforceable provision had never been
a part of the Loan Documents, provided, however, that if the rate of interest or
                              --------  -------
any  other  amount  payable  under  the Note or this Agreement or any other Loan
Document,  or the right of collectibility therefor, are declared to be or become
invalid,  illegal  or unenforceable, Lender's obligations to make advances under
the  Loan  Documents  shall  not  be  enforceable  by  Borrower.
12.20     HEIRS, SUCCESSORS AND ASSIGNS.  Except as otherwise expressly provided
          -----------------------------
under  the  terms  and  conditions  of  this  Agreement,  the  terms of the Loan
Documents  shall  bind  and  inure  to  the benefit of the heirs, successors and
assigns  of  the  parties.
12.21     TIME.  Time  is  of  the  essence  of  each  and  every  term  of this
          ----
Agreement.
12.22     HEADINGS.  All  article,  section  or other headings appearing in this
          --------
Agreement  and  any of the other Loan Documents are for convenience of reference
only  and shall be disregarded in construing this Agreement and any of the other
Loan  Documents.
12.23     GOVERNING LAW.  This Agreement shall be governed by, and construed and
          -------------
enforced in accordance with the laws of the State of Texas, except to the extent
preempted  by federal laws.  Borrower and all persons and entities in any manner
obligated  to Lender under the Loan Documents consent to the jurisdiction of any
federal  or  state  court within the State of Texas having proper venue and also
consent  to  service of process by any means authorized by Texas or federal law.
12.24     INTEREST  PROVISIONS.
          --------------------
(a)     Savings  Clause.  It is expressly stipulated and agreed to be the intent
        ---------------
of Borrower and Lender at all times to comply strictly with the applicable Texas
law  governing the maximum rate or amount of interest payable on the Note or the
Related Indebtedness (or applicable United States federal law to the extent that
it  permits  Lender  to contract for, charge, take, reserve or receive a greater
amount  of  interest  than  under  Texas  law).  If  the  applicable law is ever
judicially  interpreted  so as to render usurious any amount (i) contracted for,
charged, taken, reserved or received pursuant to the Note, any of the other Loan
Documents  or  any  other  communication  or  writing by or between Borrower and
Lender related to the transaction or transactions that are the subject matter of
the  Loan  Documents,  (ii)  contracted  for,  charged  or received by reason of
Lender's  exercise  of  the option to accelerate the maturity of the Note and/or
the  Related  Indebtedness, or (iii) Borrower will have paid or Lender will have
received  by  reason  of any voluntary prepayment by Borrower of the Note and/or
the Related Indebtedness, then it is Borrower's and Lender's express intent that
all  amounts charged in excess of the Maximum Lawful Rate shall be automatically
canceled,  ab  initio,  and  all  amounts  in  excess of the Maximum Lawful Rate
           ----------
theretofore  collected  by  Lender shall be credited on the principal balance of
the  Note  and/or  the  Related  Indebtedness  (or,  if the Note and all Related
Indebtedness  have been or would thereby be paid in full, refunded to Borrower),
and  the  provisions  of  the  Note  and the other Loan Documents immediately be
deemed  reformed and the amounts thereafter collectible hereunder and thereunder
reduced,  without  the  necessity of the execution of any new document, so as to
comply  with the applicable law, but so as to permit the recovery of the fullest
amount  otherwise called for hereunder and thereunder; provided, however, if the
Note  has  been paid in full before the end of the stated term of the Note, then
Borrower  and  Lender  agree that Lender shall, with reasonable promptness after
Lender  discovers  or  is  advised  by Borrower that interest was received in an
amount  in excess of the Maximum Lawful Rate, either refund such excess interest
to  Borrower  and/or  credit  such  excess  interest against the Note and/or any
Related  Indebtedness  then owing by Borrower to Lender.  Borrower hereby agrees
that  as  a  condition  precedent  to  any claim seeking usury penalties against
Lender,  Borrower  will  provide  written  notice  to Lender, advising Lender in
reasonable  detail  of  the nature and amount of the violation, and Lender shall
have sixty (60) days after receipt of such notice in which to correct such usury
violation,  if  any,  by  either  refunding  such excess interest to Borrower or
crediting  such excess interest against the Note and/or the Related Indebtedness
then  owing by Borrower to Lender.  All sums contracted for, charged or received
by  Lender  for  the  use, forbearance or detention of any debt evidenced by the
Note  and/or  the  Related  Indebtedness  shall,  to  the  extent  permitted  by
applicable  law,  be amortized or spread, using the actuarial method, throughout
the  stated  term of the Note and/or the Related Indebtedness (including any and
all  renewal  and  extension  periods) until payment in full so that the rate or
amount  of  interest on account of the Note and/or the Related Indebtedness does
not exceed the Maximum Lawful Rate from time to time in effect and applicable to
the Note and/or the Related Indebtedness for so long as debt is outstanding.  In
no  event  shall  the provisions of Chapter 346 of the Texas Finance Code (which
regulates  certain  revolving  credit  loan  accounts  and  revolving  triparty
accounts)  apply  to  the Note and/or the Related Indebtedness.  Notwithstanding
anything to the contrary contained herein or in any of the other Loan Documents,
it  is  not  the  intention of Lender to accelerate the maturity of any interest
that  has  not  accrued  at the time of such acceleration or to collect unearned
interest  at  the  time  of  such  acceleration.
(b)     Definitions.  As  used herein, the term "Maximum Lawful Rate" shall mean
        -----------                              -------------------
the maximum lawful rate of interest which may be contracted for, charged, taken,
received  or  reserved  by  Lender in accordance with the applicable laws of the
State  of  Texas  (or applicable United States federal law to the extent that it
permits  Lender  to  contract  for,  charge,  take, receive or reserve a greater
amount  of  interest  than under Texas law), taking into account all Charges (as
herein  defined)  made  in connection with the transaction evidenced by the Note
and the other Loan Documents.  As used herein, the term "Charges" shall mean all
                                                         -------
fees, charges and/or any other things of value, if any, contracted for, charged,
received,  taken  or  reserved  by  Lender  in  connection with the transactions
relating to the Note and the other Loan Documents, which are treated as interest
under  applicable  law.  As  used  herein, the term "Related Indebtedness" shall
                                                     --------------------
mean any and all debt paid or payable by Borrower to Lender pursuant to the Loan
Documents  or  any  other  communication  or  writing by or between Borrower and
Lender related to the transaction or transactions that are the subject matter of
the  Loan  Documents,  except  such  debt  which  has been paid or is payable by
Borrower  to  Lender  under  the  Note.
(c)     Ceiling  Election.  To  the extent that Lender is relying on Chapter 303
        -----------------
of  the  Texas  Finance Code to determine the Maximum Lawful Rate payable on the
Note  and/or  the  Related  Indebtedness, Lender will utilize the weekly ceiling
from time to time in effect as provided in such Chapter 303, as amended.  To the
extent  United  States federal law permits Lender to contract for, charge, take,
receive  or  reserve  a  greater amount of interest than under Texas law, Lender
will  rely  on  United  States  federal  law instead of such Chapter 303 for the
purpose  of  determining  the  Maximum Lawful Rate.  Additionally, to the extent
permitted  by  applicable  law  now  or  hereafter in effect, Lender may, at its
option  and  from  time  to  time,  utilize any other method of establishing the
Maximum  Lawful  Rate  under  such  Chapter 303 or under other applicable law by
giving  notice,  if  required,  to Borrower as provided by applicable law now or
hereafter  in  effect.
12.25     JOINT  AND  SEVERAL  LIABILITY.  The  liability  of  all  persons  and
          ------------------------------
entities  obligated  in  any  manner  under  this  Agreement and any of the Loan
Documents  shall  be  joint  and  several.
12.26     COUNTERPARTS.  To  facilitate  execution,  this  instrument  may  be
          ------------
executed in as many counterparts as may be convenient or required.  It shall not
be  necessary  that  the  signature of, or on behalf of, each party, or that the
signature of all persons required to bind any party, appear on each counterpart.
All  counterparts  shall  collectively constitute a single instrument.  It shall
not  be  necessary  in making proof of this instrument to produce or account for
more  than  a  single counterpart containing the respective signatures of, or on
behalf  of,  each  of the parties hereto.  Any signature page to any counterpart
may  be detached from such counterpart without impairing the legal effect of the
signatures  thereon  and  thereafter  attached  to another counterpart identical
thereto  except  having  attached  to  it  additional  signature  pages.
12.27     INTEGRATION;  INTERPRETATION.  THIS  LOAN AGREEMENT AND THE OTHER LOAN
          ----------------------------
DOCUMENTS  REPRESENT  THE  FINAL  AGREEMENT  BETWEEN  THE PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL
AGREEMENTS  OF  THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.  THIS  INSTRUMENT  MAY  BE  AMENDED  ONLY  BY  AN INSTRUMENT IN WRITING
EXECUTED  BY  THE PARTIES HERETO.  ANY REFERENCE IN ANY OF THE LOAN DOCUMENTS TO
THE  PROPERTY  OR  IMPROVEMENTS SHALL INCLUDE ALL OR ANY PART OF THE PROPERTY OR
IMPROVEMENTS.  ANY  REFERENCE  TO  THE  LOAN  DOCUMENTS INCLUDES ANY AMENDMENTS,
RENEWALS  OR  EXTENSIONS  NOW  OR  HEREAFTER  APPROVED  BY  LENDER  IN  WRITING.
12.28     ARBITRATION.
          -----------
(a)     ARBITRATION.  Upon  the  demand  of  any  party,  any  dispute  shall be
        -----------
resolved  by  binding  arbitration  (except  as  set forth in Paragraph 12.28(e)
below)  in  accordance with the terms of this Agreement.  A "Dispute" shall mean
any  action,  dispute,  claim or controversy of any kind, whether in contract or
tort,  statutory  or  common  law, legal or equitable, now existing or hereafter
arising under or in connection with, or in any way pertaining to, this Agreement
and  each  other  document,  contract  and  instrument required hereby or now or
hereafter  delivered  to  Lender in connection herewith, or any past, present or
future extensions of credit and other activities, transactions or obligations of
any  kind  related  directly  or  indirectly  to any of the foregoing documents,
including  without  limitation,  any of the foregoing arising in connection with
the  exercise  of  any self-help, ancillary or other remedies pursuant to any of
the foregoing documents. Any party may by summary proceedings bring an action in
court  to  compel  arbitration  of  a Dispute. Any party who fails or refuses to
submit  to  arbitration  following a lawful demand by any other party shall bear
all costs and expenses incurred by such other party in compelling arbitration of
any  Dispute.
(b)     GOVERNING  RULES.  Arbitration  proceedings shall be administered by the
        ----------------
American  Arbitration  Association  ("AAA")  or  such other administrator as the
parties  shall  mutually  agree  upon  in  accordance  with  the  AAA Commercial
Arbitration  Rules.  All  Disputes submitted to arbitration shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding  any conflicting choice of law provision in any of the foregoing
documents. The arbitration shall be conducted in Dallas, Texas.  If there is any
inconsistency  between  the  terms  hereof  and  any  such  rules, the terms and
procedures  set  forth  herein  shall  control.  All  statutes  of  limitation
applicable  to  any  Dispute  shall  apply  to  any arbitration proceeding.  All
discovery  activities shall be expressly limited to matters directly relevant to
the Dispute being arbitrated. Judgment upon any award rendered in an arbitration
may  be entered in any court having jurisdiction; provided however, that nothing
contained  herein  shall be deemed to be a waiver by any party that is a bank of
the protections afforded to it under Section 91 of Title 12 of the United States
Code  or  any  similar  applicable  state  law.
(c)     NO  WAIVER;  PROVISIONAL  REMEDIES,  SELF-HELP  AND  FORECLOSURE.  No
        ----------------------------------------------------------------
provision  hereof  shall  limit  the  right  of  any party to exercise self-help
remedies  such  as  setoff,  foreclosure against or sale of any real or personal
property collateral or security, or to obtain provisional or ancillary remedies,
including  without  limitation,  injunctive  relief,  sequestration, attachment,
garnishment  or  the  appointment  of  a  receiver  from  a  court  of competent
jurisdiction  before,  after  or during the pendency of any arbitration or other
proceeding.  The  exercise  of  any such remedy shall not waive the right of any
party  to  compel  arbitration  hereunder.
(d)     ARBITRATOR  QUALIFICATIONS  AND  POWERS;  AWARDS.  Arbitrators  must  be
        ------------------------------------------------
active  members  of  the  Texas  State Bar with expertise in the substantive law
applicable  to  the subject matter of the Dispute.  Arbitrators are empowered to
resolve  Disputes  by  summary rulings in response to motions filed prior to the
final  arbitration  hearing.  Arbitrators  (i)  shall  resolve  all  Disputes in
accordance  with  the  substantive law of the State of Texas, (ii) may grant any
remedy  or relief that a court of the State of Texas could order or grant within
the scope hereof and such ancillary relief as is necessary to make effective any
award,  and  (iii) shall have the power to award recovery of all costs and fees,
to impose sanctions and to take such other actions as they deem necessary to the
same  extent a judge could pursuant to the Federal Rules of Civil Procedure, the
Texas  Rules  of  Civil Procedure or other applicable law.  Any Dispute in which
the  amount  in  controversy  is $5,000,000 or less shall be decided by a single
arbitrator  who  shall not render an award of greater than $5,000,000 (including
damages,  costs, fees and expenses).  By submission to a single arbitrator, each
party  expressly waives any right or claim to recover more than $5,000,000.  Any
Dispute  in  which the amount in controversy exceeds $5,000,000 shall be decided
by  majority  vote  of  a panel of three arbitrators; provided however, that all
three  arbitrators  must actively participate in all hearings and deliberations.
(e)     JUDICIAL  REVIEW.  Notwithstanding  anything  herein to the contrary, in
        ----------------
any  arbitration  in  which  the  amount in controversy exceeds $25,000,000, the
arbitrators  shall  be  required  to make specific, written findings of fact and
conclusions of law.  In such arbitrations (i) the arbitrators shall not have the
power  to make any award which is not supported by substantial evidence or which
is  based  on  legal  error, (ii) an award shall not be binding upon the parties
unless  the  findings  of  fact  are  supported  by substantial evidence and the
conclusions  of  law are not erroneous under the substantive law of the State of
Texas,  and  (iii) the parties shall have in addition to the grounds referred to
in  the  Federal  Arbitration Act for vacating, modifying or correcting an award
the right to judicial review of (1) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,  and  (2)  whether  the
conclusions  of  law  are  erroneous  under  the substantive law of the State of
Texas.  Judgment confirming an award in such a proceeding may be entered only if
a  court determines the award is supported by substantial evidence and not based
on  legal  error  under  the  substantive  law  of  the  State  of  Texas.
(f)     MISCELLANEOUS.  To  the  maximum  extent  practicable,  the  AAA,  the
        -------------
arbitrators  and  the  parties  shall  take  all action required to conclude any
arbitration  proceeding  within  180  days of the filing of the Dispute with the
AAA.  No arbitrator or other party to an arbitration proceeding may disclose the
existence,  content or results thereof, except for disclosures of information by
a  party  required  in the ordinary course of its business, by applicable law or
regulation,  or  to  the extent necessary to exercise any judicial review rights
set  forth  herein. If more than one agreement for arbitration by or between the
parties  potentially  applies  to  a  Dispute,  the  arbitration  provision most
directly related to the foregoing documents or the subject matter of the Dispute
shall control. If any provision of this Agreement shall be held to be prohibited
by  or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  such  provision  or  any  remaining  provisions  of  this  Agreement.  This
arbitration  provision shall survive termination, amendment or expiration of any
of  the  foregoing  documents  or  any  relationship  between  the  parties.
IN  WITNESS  WHEREOF, Borrower and Lender have executed this Agreement as of the
date  appearing  on  the  first  page  of  this  Agreement.
"LENDER"

WELLS  FARGO  BANK  TEXAS,
NATIONAL  ASSOCIATION



By:/s/ Austin D. Nettle
     Name: Austin D. Nettle
     Title: Vice President


Lender's  Address:
WELLS  FARGO  BANK  TEXAS,
NATIONAL  ASSOCIATION
1445  Ross  Avenue
Dallas,  TX  75265

Attention:  Austin  Nettle
                                      "BORROWER"
     PIZZA  INN,  INC.,
     a  Missouri  corporation


     By:/s/Ronald. W. Parker
     Name: Ronald W. Parker
     Title:President

     Borrower's  Address:
     -------------------
     5050  Quorum,  Suite  500
     Dallas,  TX  75240
NOTICE  OF  INDEMNIFICATION:
- ---------------------------
BORROWER  HEREBY  ACKNOWLEDGES  AND  AGREES THAT THIS AGREEMENT CONTAINS CERTAIN
INDEMNIFICATION  PROVISIONS  PURSUANT  TO  SECTIONS 7.4, 8.1(D) AND 12.1 HEREOF.
Attention:  Ronald  Parker


<PAGE>
                       EXHIBIT A - DESCRIPTION OF PROPERTY
Exhibit  A  to  CONSTRUCTION LOAN AGREEMENT between PIZZA, INN, INC., a Missouri
- ----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
- --
"Lender",  dated  as  of  December  28,  2000.
All  that certain real property located in the County of Denton, State of Texas,
described  as  follows:
BEING a 10.983 acre tract of land situated in the T.A. West Survey, Abstract No.
1344  and  being  part of a 135.0201 acre tract of land recorded in Volume 2548,
Page  775  Deed  Records  of  Denton  County,  Texas and being more particularly
described  by  metes  and  bounds  as  follows:

COMMENCING  at  a point for the northwest corner of aforementioned 135.0201 acre
tract  at  the  south  line  of  Plano  Parkway  (a  100  foot  Right-of-Way);

THENCE  along  the  south  line  of Plano Parkway and a curve to the right for a
central angle of 29 degrees 23 minutes 46 seconds, a radius of 950.00 feet and a
chord  bearing  of  South  75  degrees  44 minutes 17 seconds East, 482.08 feet;

THENCE  along said curve to the right and the south line of Plano Parkway for an
arc  distance  of  487.41  feet  to  a   inch  iron  rod  found for the point of
beginning;

THENCE  along  the  south  line  of Plano Parkway and a curve to the right for a
central angle of 10 degrees 45 minutes 50 seconds, a radius of 950.00 feet and a
chord  bearing  of  South  55  degrees  39 minutes 29 seconds East, 178.21 feet;

THENCE  along  said curve to the right of the south line of Plano Parkway for an
arc  distance of 178.47 feet to a   inch iron rod set for a reverse curve to the
left  with  a  central  angle  of  15  degrees 22 minutes 41 seconds a radius of
1050.00 feet and a chord bearing of South 57 degrees 57 minutes 56 seconds East,
280.97  feet;

THENCE  along  said curve to the left and the south line of Plano Parkway for an
arc  distance  of  281.82  feet  to  a   inch  iron  rod  set  for  corner;

THENCE South 00 degrees 23 minutes 40 seconds East, a distance of 931.31 feet to
a   inch  iron  rod  set  for  corner;

THENCE South 89 degrees 22 minutes 46 seconds West, a distance of 450.00 feet to
a   inch  iron  rod  set  for  corner;

THENCE  North  00 degrees 23 minutes 40 seconds West, a distance of 1067.26 feet
to  a   inch  iron  rod  found  for  corner;

THENCE North 28 degrees 57 minutes 36 seconds East, a distance of 135.43 feet to
the  POINT  OF  BEGINNING  and  CONTAINING  10.983  acres  of  land.


<PAGE>
                              EXHIBIT B - DOCUMENTS
Exhibit  B  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
- ----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
- ---
"Lender",  dated  as  of  December  28,  2000  ("Agreement").
1.     Loan  Documents.  The  documents  listed below, numbered 1.1 through 1.8,
       ---------------
inclusive,  and  amendments,  modifications  and  supplements thereto which have
received  the  prior  written  consent  of  Lender,  together with any documents
executed in the future that are approved by Lender and that recite that they are
"Loan  Documents"  for  purposes  of this Agreement are collectively referred to
herein  as  the  Loan  Documents.
1.1     This  Agreement.
1.2     The  Promissory  Note  of  even  date herewith in the original principal
amount  of  the  Loan  made  by  Borrower  payable  to  the  order  of  Lender.
1.3     The  Construction  Deed  of Trust with Absolute Assignment of Leases and
Rents,  Security  Agreement and Fixture Filing of even date herewith executed by
Borrower, as Grantor, to Danny Oliver, as Trustee, for the benefit of Lender, as
Beneficiary.
1.4     State  of  Texas  Uniform  Commercial  Code - Financing Statement - Form
UCC-1  executed  by  Borrower  as  Debtor  and  Lender  as  Secured  Party.
1.5     Corporate  Borrowing  Resolution  of  even  date  herewith.
1.6     Assignment  of Construction Agreements of even date herewith executed by
Borrower  and  Contractor  in  favor  of  Lender:
1.7     Assignment  of  Architectural Agreements and Plans and Specifications of
even  date  herewith  executed  by  Borrower, Architect and Engineer in favor of
Lender.
1.8     Assignment  of  Development  Agreement.

<PAGE>
                   EXHIBIT C - FINANCIAL REQUIREMENT ANALYSIS
Exhibit  C  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
- ----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
- ---
"Lender",  dated  as  of  December  28,  2000.
The  Financial  Requirement  Analysis set forth herein represents an analysis of
the  total  costs  necessary  in  Borrower's  estimation  to  perform Borrower's
obligations  under  the  Loan  Documents.  Column  A,  "Total Costs", sets forth
Borrower's representation of the maximum costs for each Item specified in Column
A.  Column  B, "Costs Paid By Borrower", sets forth Borrower's representation of
costs  that  Borrower  has  paid  or has caused to be paid from other sources of
funds  for  each  Item  specified  in  Column B.  Column C, "Costs To Be Paid By
Borrower",  sets forth Borrower's representation of costs that Borrower will pay
or  will cause to be paid from other sources of funds for each Item specified in
Column  C.  Column  D, "Disbursement Budget", sets forth the portion of the Loan
and  Borrower's Funds which has been allocated for each Item specified in Column
D  and  will  be  disbursed  pursuant  to  the  terms, covenants, conditions and
provisions  of  Exhibit  D  of  this  Agreement  and the Loan Documents.  Unless
                ----------
specified  otherwise,  all reference to Columns or Items in this Agreement refer
to  Columns  or  Items  in  this  Exhibit  C.
                                  ----------

<TABLE>
<CAPTION>



BORROWER                                              (A) TOTAL      (B) COSTS PAID  (C) COSTS TO BE    (D) DISBURSEMENT
                                                         COSTS        BY BORROWER    PAID BY BORROWER     BUDGET (A) (B)


<S>       <C>                                         <C>              <C>                <C>                 <C>
1. . . .  Land Costs                                  $     1,872,392  $       1,872,392                   0  $        0
2. . . .  Construction Costs Of Improvements                8,217,685                  0  $           92,685  $8,125,000
3. . . .  Tenant Improvement ($/square foot)                        0                  0                   0  $        0
4. . . .  Site Work Costs                                     467,492                  0             467,492  $        0
5. . . .  Offsite Costs                                             0                  0                   0  $        0
6. . . .  Architect & Engineering                             256,200            112,700             143,500  $        0
7. . . .  Government Fees
          (permits, bonds, etc.)                               30,034                  0              30,034  $        0
8. . . .  Operating costs                                           0                  0                   0  $        0
          during construction (job
          supervision, utilities, etc.)
9. . . .  Contingency (% of #'s 2-5)                          188,000                  0             188,000  $        0
10 . . .  Other:
          a. Landscaping                                      200,000                  0             200,000  $        0
          b.                                                        0                  0                   0  $        0
          c.                                                        0                  0                   0  $        0
11 . . .  TOTAL HARD COSTS (Lines 2 - 10)             $     9,359,411  $         112,700  $        1,121,711  $8,125,000
12 . . .  Interest during Loan (mo)                           388,194                  0             388,194  $        0
13 . . .  Taxes during Loan                                    30,392                  0              30,392  $        0
14 . . .  Insurance During Loan                                     0                  0                   0  $        0
15 . . .  Lender Loan Fee                                           0                  0                   0  $        0
16 . . .  Permanent Loan Fee                                        0                  0                   0  $        0
17 . . .  Title\Recording\Escrow                                    0                  0                   0  $        0
18 . . .  Legal Fees                                            5,000                  0               5,000  $        0
19 . . .  Promotion & Advertising                               5,000                  0               5,000  $        0
20 . . .  Commission Expense                                        0                  0                   0  $        0
21 . . .  Organization Expenses (Developer Overhead)          267,456             38,000             229,456  $        0
22 . . .  Contingency (Soft Costs)                                  0                  0                   0  $        0
23 . . .  Other:
          a.                                                        0                  0                   0  $        0
          b.                                                        0                  0                   0  $        0
24 . . .  TOTAL SOFT COSTS (Lines 12 -23)             $       696,042  $          38,000  $          658,042  $        0
25 . . .  CUMULATIVE TOTALS (Lines 1, 11, 24)         $    11,927,845  $       2,023,092  $        1,779,753  $8,125,000

</TABLE>





<PAGE>
                          EXHIBIT D - DISBURSEMENT PLAN
Exhibit  D  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
- ----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
- ---
"Lender",  dated  as  of  December  28,  2000.
Timing  of  Disbursement.  Unless  another provision of this Agreement specifies
- ------------------------
otherwise,  on  or  about  the tenth  (10th) day of each month, or at such other
times as Lender may approve or determine more appropriate, Borrower shall submit
to:

1.     Wells  Fargo  Bank,  National  Association
Disbursement  and  Operations  Center
2120  East  Park  Place,  Suite  100
El  Segundo,  CA  90245
Attention:  DISBURSEMENT  REPRESENTATIVE  HERE
Wells  Fargo  Bank,  National  Association
Disbursement  and  Operations  Center
2120  East  Park  Place,  Suite  100
El  Segundo,  CA  90245
Attention:  DISBURSEMENT  REPRESENTATIVE  HERE






a  written  itemized  statement,  signed by Borrower ("Application for Payment")
setting  forth:
1.1     a  description  of  the  work  performed, material supplied and/or costs
incurred  or  due  for  which disbursement is requested with respect to any line
item  ("Item")  shown  in  Column  D  ("Disbursement  Budget")  of the Financial
Requirement  Analysis  attached  as  Exhibit  C  to  this  Agreement;  and
                                     ----------
1.2     the  total amount incurred, expended and/or due for each requested Item
less  prior  disbursements.
1.3     Each  Application  for  Payment  by  Borrower  shall  constitute  a
representation  and warranty by Borrower that Borrower is in compliance with all
the  conditions  precedent  to  a  disbursement  specified  in  this  Agreement.
2.     Lender's  Right  to Condition Disbursements.  Lender shall have the right
       -------------------------------------------
to  condition  any  disbursement  upon  Lender's  receipt  and  approval  of the
following:
2.1     the  Application  for Payment and an itemized requisition for payment of
Item  2  shown  in  the  Disbursement  Budget  ("Hard  Costs");
2.2     bills,  invoices,  documents  of  title,  vouchers,  statements, payroll
records,  receipts and any other documents evidencing the total amount expended,
incurred  or  due  for  any  requested  Items;
2.3     evidence  of  Borrower's  use of a lien release, joint check and voucher
system  acceptable  to  Lender  for payments or disbursements to any contractor,
subcontractor,  materialman,  supplier  or  lien  claimant;
2.4     architect's,  inspector's  and/or  engineer's periodic certifications of
the  construction  that  has been completed and its conformance to the Plans and
Specifications  and  governmental  requirements based upon any such architect's,
inspector's  and/or engineer's periodic physical inspections of the Property and
Improvements;
2.5     waivers  and  releases  of  any mechanics' lien, equitable lien claim or
other  lien  claim  rights;
2.6     evidence  of  Borrower's  compliance with the provisions of the Articles
and  Sections  of  this  Agreement  entitled  CONSTRUCTION  and
                                              ------------
AUTHORITY/ENFORCEABILITY;
                       -
2.7     a  written  release  executed by any surety to whom Lender has issued or
will  issue  a  set-aside  letter  and/or any public entity or agency which is a
beneficiary  under  any  instrument  of credit or standby letter of credit which
Lender  has  issued  or  will  issue  with  respect  to  the  Loan;
2.8     valid,  recorded  Affidavit  of Commencement and Affidavit of Completion
for  the Improvements or any portions of the Improvements for which an Affidavit
of Commencement and Affidavit of Completion may be recorded under applicable law
and  within  the  applicable  time  as  herein  provided;
2.9     Certificate  of  Substantial Completion from the Architect and Engineer,
if  any, prior to the final retention disbursement of Hard Costs, as applicable;
2.10     any  other  document,  requirement, evidence or information that Lender
may  request  under  any  provision  of  the  Loan  Documents;
2.11     evidence that any goods, materials, supplies, fixtures or other work in
process  for  which  disbursement  is  requested have been incorporated into the
Improvements.
2.12     in the event any Application for Payment includes the cost of materials
stored  at  a  location  other  than  the  Property  ("Offsite Materials"), such
Application  for Payment shall include each of the following:  (a) evidence that
the Offsite Materials have been purchased by Borrower, have been segregated from
other  materials  in the facility and have been appropriately marked to indicate
Borrower's  ownership  thereof  and  Lender's security interest therein; and (b)
evidence  that  the Offsite Materials are insured as required by this Agreement;
and  (c)  at  Lender's request, a security agreement, financing statement and/or
subordination agreement in form and substance satisfactory to Lender executed by
the  supplier  of  the  Offsite  Materials,  and/or such other persons as Lender
determines  may  have an interest in or claim to the Offsite Materials, together
with  such  other additional documentation and evidence as Lender may reasonably
require  to  assure  itself  that  it has a perfected first priority lien on the
Offsite  Materials.
2.13     in  the  event  that  any  Application for Payment includes the cost of
materials  stored  on  the  Property  ("Onsite Materials"), such Application for
Payment  shall  include  each  of  the  following:  (a) evidence that the Onsite
Materials  have  been  purchased  by  Borrower;  (b)  evidence  that  the Onsite
Materials  are  insured  as required hereunder; and (c) evidence that the Onsite
Materials  are  stored in an area on the Property for which adequate security is
provided  against  theft  and  vandalism.
2.14     Lender  shall  have  received  a  Down-Date  Endorsement or other title
report  dated  within five (5) days of the requested disbursement from the Title
Company  showing  no  state of facts objectionable to Lender (including, without
limitation,  a showing that title to the Property is vested in Borrower and that
no  claim  for  mechanics'  or  materialmen's  liens  has been filed against the
Property  or  Improvements).
Borrower  acknowledges  that  this  approval  process may result in disbursement
delays  and  Borrower  hereby  consents  to  all  such  delays.
3.     Periodic Disbursement of Construction Costs.  As construction progresses,
       -------------------------------------------
the  Disbursement  Budget shall be periodically disbursed into the Account or to
or  for  the benefit or account of the Borrower for the Construction Costs up to
ninety  percent  (90%)  of the maximum amount allocated for such Item less prior
disbursements.  The remaining ten percent (10%) ("Retention") shall be disbursed
into  the  Account  or to or for the benefit or account of the Borrower upon the
later  to  occur  of  (i)  thirty (30) days after the filing of the Affidavit of
Completion  herein  contemplated  if  same  is  filed within ten (10) days after
completion  of construction of the Improvements in accordance with the Plans and
Specifications  and  governmental  requirements,  or  (ii)  if such Affidavit of
Completion is not filed within ten (10) days after completion of construction of
the  Improvements  in  accordance  with  the  Plans  and  Specifications  and
governmental  requirements, then upon the date that such Affidavit of Completion
has  been  filed and Lender has received the following endorsements to the Title
Policy  in  form  and  content  satisfactory to Lender:  a Down-Date Endorsement
pursuant  to  Procedural  Rule  P-9b(4)  and  other  endorsements  amending  the
mechanic's  and  materialmen's  lien  coverage  and, if applicable, deleting the
pending  disbursements  clause  pursuant  to  Procedural  Rule  P-8b(2).

<PAGE>
                      EXHIBIT E - AFFIDAVIT OF COMMENCEMENT
Exhibit  E  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
- ----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
- ---
"Lender",  dated  as  of  ____________,  2000.
BEFORE  ME,  the  undersigned  authority,  on  this  day  personally  appeared
___________________________________,  the  _________________________________  of
PIZZA  INN,  INC.,  a  Missouri  corporation  ("Owner")  and
_____________________________________,  the
________________________________________  of  _______________________________
("Contractor"),  known  to me to be the persons (collectively, "Affiants") whose
names  are  subscribed below, and who, being by me first duly sworn, did each on
his  or  her  oath  state  as  follows:
2.     Owner.  The  name  and  address  of  Owner  are:
       -----
Pizza  Inn,  Inc.
5050  Quorum,  Suite  500
Dallas,  Texas  75240
- ---------------------

4.     Contractor.  The  name  and  address  of  Contractor  are:
       ----------





5.     Original  Contractors.  The  name and address of each original contractor
       ---------------------
(other  than Contractor) with Owner, presently known, after diligent inquiry, to
the  Affiants,  Owner or Contractor, that is furnishing, or will furnish, labor,
service,  or  materials  (including  specifically fabricated materials), for the
construction  of  the  Improvements,  and  the  nature of such labor, service or
materials  (including  specifically  fabricated  materials),  are  as  stated on
Exhibit  "B"  attached  hereto  and  incorporated  herein  by  reference for all
      ------
purposes.
      -
6.     Property.  Owner  is the owner of the real property (the "Land") situated
       --------
in  Denton  County,  Texas,  more  particularly  described  as  follows:
See  Exhibit  "A"  attached  hereto and incorporated herein by reference for all
     ------------
purposes.
7.     Commencement  Date.  Work,  as  contemplated  by  Texas  Property  Code
       ------------------                                -----  --------  ----
53.124(c)(4), on the Improvements actually commenced on _______________, 20__ at
approximately  ___________  o'clock  __.m.
8.     Improvements.  The  improvements  ("Improvements"),  which  are being, or
       ------------
will  be,  constructed  on  the  Land  are  generally described as single-family
detached  residences, constructed on the lot(s) or parcel(s) constituting all or
a  portion  of  the  Land.
9.     Affidavit.  This Affidavit of Commencement has been jointly made by Owner
       ---------
and  Contractor  by  and  through an authorized representative of each, the same
being  the  Affiants, and may be recorded by any person with the County Clerk of
the  county  in  which the Land is located, whereupon it shall be deemed to have
been  jointly  filed  by  Owner  and  Contractor.
DATED  this  ____  day  of  _____________,  2000.
AFFIANTS:
- --------



Print  Name:               ,
who  is  an  authorized  representative  of  Owner

Print  Name:               ,
who  is  an  authorized  representative  of  Contractor
STATE  OF  TEXAS

COUNTY  OF
SUBSCRIBED  AND  SWORN BEFORE ME by ________________________________ on this the
_____  day  of  ______________,  2000.

[S  E  A  L]
My  Commission  Expires:     Notary  Public  -  State  of  Texas

          Printed  Name  of  Notary  Public


STATE  OF  TEXAS

COUNTY  OF
SUBSCRIBED  AND  SWORN BEFORE ME by ________________________________ on this the
_____  day  of  ______________,  2000.

[S  E  A  L]
My  Commission  Expires:     Notary  Public  -  State  of  Texas

          Printed  Name  of  Notary  Public


<PAGE>
                       EXHIBIT F - AFFIDAVIT OF COMPLETION
Exhibit  F  to  CONSTRUCTION  LOAN AGREEMENT between PIZZA INN, INC., a Missouri
- ----------
corporation, as "Borrower", and WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as
- ---
"Lender",  dated  as  of  ____________,  2000.
BEFORE  ME,  the  undersigned  authority,  on  this  day  personally  appeared
_____________________________________  ____________________________ ("Affiant"),
the ________________________ of PIZZA INN, INC. ("Owner"), known to me to be the
person  whose  name  is subscribed below, and who, being by me first duly sworn,
did  on  his  oath  state  as  follows:
1.     Owner.  The  name  and  address  of  Owner  are:
       -----
Pizza  Inn,  Inc.
5050  Quorum,  Suite  500
Dallas,  Texas  75240
- ---------------------

2.     Contractor.  The  name  and  address  of  Contractor  are:
        ----------





3.     Improvements.  Certain  improvements  ("Improvements")  were  furnished
        ------------
under  an  original  contract  ("Contract")  between Owner and Contractor, which
Improvements  are  generally  described  on  Exhibit  "B"  attached  hereto  and
                                             ------------
incorporated  herein  by  reference  for  all  purposes.
4.     Real  Property.  Owner  is  the  owner  of  the  real  property  ("Real
        --------------
Property")  situated  in  Denton  County,  Texas, on which the Improvements were
        -
constructed  and are located, which Real Property is more particularly described
as  follows:
See  Exhibit  "A"  attached  hereto and incorporated herein by reference for all
     ------------
purposes.
5.     Completion.  The  Improvements  under  the  Contract  between  Owner and
        ----------
Contractor  have  been  completed  within  the  meaning  of  Texas Property Code
                                                             ----- -------- ----
53.106(e), and the date of such completion was _________________, 19__ ("Date of
Completion").
6.     Affiant.  The  Affiant  is an authorized representative of Owner and has
        -------
been  duly authorized to execute this Affidavit of Completion and cause it to be
recorded  with  the  County  Clerk  of  the county in which the Real Property is
situated.
NOTICE:  A  CLAIMANT  MAY  NOT HAVE A LIEN ON RETAINED FUNDS UNLESS THE CLAIMANT
FILES  THE  AFFIDAVIT CLAIMING A LIEN NOT LATER THAN THE 30TH DAY AFTER THE DATE
OF  COMPLETION.
DATED  as  of  the  _____  day  of  __________________,  2000.
AFFIANT:
- -------
Print  Name:     ,
who  is  an  authorized  representative  of  Owner
STATE  OF  TEXAS

COUNTY  OF
SUBSCRIBED  AND  SWORN BEFORE ME by ________________________________ on this the
_____  day  of  ______________,  2000.

[S  E  A  L]
My  Commission  Expires:     Notary  Public  -  State  of  Texas

          Printed  Name  of  Notary  Public
DALLAS_1\3422749\1
01/15/2001  -  4814-129
DALLAS_1\3422749\1
01/15/2001  -  4814-129



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>


     Page  1  of  11
                                 PROMISSORY NOTE
$8,125,000.00     Dallas,  Texas
                                                               December 28, 2000
FOR  VALUE  RECEIVED,  the  undersigned  PIZZA INN, INC., a Missouri corporation
("Borrower"), promise(s) to pay to the order of WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION ("Lender"), at the Disbursement and Operations Center in El Segundo,
California,  or  at  such other place as may be designated in writing by Lender,
the  principal  sum  of  EIGHT  MILLION  ONE  HUNDRED  TWENTY-FIVE  THOUSAND AND
NO/100THS DOLLARS ($8,125,000.00) or so much thereof as may from time to time be
owing hereunder by reason of advances by Lender to or for the benefit or account
of Borrower, with interest thereon, per annum, at the Applicable Rate calculated
in accordance with the terms and provisions of the Fixed Rate Agreement attached
hereto  as  Exhibit  A  and  a Fixed Rate Notice described on Exhibit B attached
            ----------                                        ---------
hereto  (based  on  a  360-day  year  and  charged  on  the basis of actual days
elapsed).  All  sums  owing  hereunder are payable in lawful money of the United
States  of  America,  in  immediately  available  funds.
All  terms  used  herein with initial capital letters and not defined shall have
the meanings specified in the Fixed Rate Agreement attached hereto as Exhibit A.
                                                                      ---------
Accrued  and  unpaid interest on this Note ("Note") shall be payable as follows:
(i)     in  the case of all advances subject to the Prime Rate Advances, on each
Monthly  Payment  Date;
(ii)     in  the case of Eurodollar Advances of this Note on the last day of the
Interest  Period  applicable  thereto  and,  with respect to any Interest Period
exceeding  three  (3) months, on the last day of the third (3rd) month after the
commencement  of  such  Interest  Period;  and
(iii)     on  the  Maturity  Date.
If  the  Loan  Conversion occurs, the outstanding principal balance of this Note
shall  be payable in monthly installments on each Monthly Payment Date occurring
after  the  effective  date  of  the  Loan Conversion in an amount sufficient to
amortize  the  then  unpaid  principal  at  the  Applicable Rate  hereunder on a
straight  line  basis  over  an  amortization  term  of  twenty  (20)  years.
The  outstanding  principal  balance of this Note, together with all accrued and
unpaid  interest,  shall  be  due  and  payable  in  full  on the Maturity Date.
This  Note  is secured by, among other things, that certain Construction Deed of
Trust  with  Absolute  Assignment  of  Leases  and Rents, Security Agreement and
Fixture  Filing  ("Deed  of  Trust")  dated  of  even date herewith, executed by
Borrower,  as  grantor,  to  a  trustee  for  the  benefit  of  Lender.
In order to assure timely payment to Lender of accrued interest, principal, fees
and  late  charges due and owing under the loan evidenced by this Note, Borrower
hereby irrevocably authorizes Lender to directly debit Borrower's demand deposit
account  with Lender for payment when due of all such amounts payable to Lender.
Borrower  represents  and warrants to Lender that Borrower is the legal owner of
said  account. Written confirmation of the amount and purpose of any such direct
debit  shall be given to Borrower by Lender not less frequently than monthly. In
the  event  any  direct  debit  hereunder  is  returned  for insufficient funds,
Borrower  shall  pay  Lender  upon  demand,  in immediately available funds, all
amounts  and  expenses  due  and  owing  to  Lender.
If  a Default (as defined in the Loan Agreement) occurs, THEN Lender may, at its
                                                         ----
sole option, declare all sums owing under this Note immediately due and payable;
provided,  however,  that  if  any of the Loan Documents or the Master Agreement
- --------   -------
provide  for automatic acceleration of payment of sums owing hereunder, all sums
- ---
owing  hereunder  shall  be automatically due and payable in accordance with the
terms  of  that  document.
If  any attorney is engaged by Lender to enforce or defend any provision of this
Note  or the Loan Documents, or as a consequence of any Default, with or without
the  filing of any legal action or proceeding, then Borrower shall pay to Lender
immediately upon demand all reasonable attorneys' fees and all costs incurred by
Lender  in connection therewith, together with interest thereon from the date of
such  demand  until  paid  at  the  rate of interest applicable to the principal
balance  owing  hereunder  as  if such unpaid attorneys' fees and costs had been
added  to  the  principal.
No  previous  waiver and no failure or delay by Lender in acting with respect to
the  terms  of  this Note or the Loan Documents shall constitute a waiver of any
breach,  default, or failure of condition under this Note or the Loan Documents.
A  waiver of any term of this Note or the Loan Documents must be made in writing
and  shall be limited to the express written terms of such waiver.  In the event
of any inconsistencies between the terms of this Note and the terms of any other
Loan  Documents,  the  terms  of  this  Note  shall  prevail.
If  this  Note  is  executed  by more than one person or entity as Borrower, the
obligations of each such person or entity shall be joint and several.  No person
or  entity  shall be a mere accommodation maker, but each shall be primarily and
directly  liable  hereunder.  If Borrower is a partnership, each general partner
of  Borrower  shall  be  jointly  and  severally liable hereunder, and each such
general  partner  hereby  waives  any  requirement of law that in the event of a
default  hereunder  Lender  exhaust  any  assets  of Borrower before proceedings
against such general partner's assets.  Except as otherwise provided in any Loan
Document,  Borrower,  and  any endorsers and guarantors hereof, severally waive:
presentment;  demand;  notice  of  dishonor;  notice  of default or delinquency;
notice of intention to accelerate; notice of acceleration; notice of protest and
nonpayment;  notice of costs, expenses or losses and interest thereon; notice of
late charges; and diligence in taking any action to collect any sums owing under
this  Note  or  in  proceeding  against  any of the rights or interests in or to
properties  securing  payment  of  this  Note.  Borrower,  and  any endorsers or
guarantors  hereof,  agree  that  the  time  for  any  payments hereunder may be
extended  from  time  to  time  without notice and consent, to the acceptance of
further  collateral,  and/or  the  release  of  any  existing collateral for the
payment  of this Note, all without in any manner affecting their liability under
or with respect to this Note.  No extension of time for the payment of this Note
or any installment hereof shall affect the liability of Borrower under this Note
or  any  endorser  or  guarantor hereof even though Borrower or such endorser or
guarantor  is  not  a  party  to  such  agreement.
Time  is of the essence with respect to every provision hereof.  This Note shall
be  construed  and  enforced  in accordance with the laws of the State of Texas,
except  to  the extent that federal laws preempt the laws of the State of Texas,
and  all persons and entities in any manner obligated under this Note consent to
the  jurisdiction of any federal or state court within the State of Texas having
proper  venue  and also consent to service of process by any means authorized by
Texas  or  federal  law.  This  Note  is  performable  in  Dallas County, Texas.
It is expressly stipulated and agreed to be the intent of Borrower and Lender at
all  times  to  comply  with  applicable Texas law governing the maximum rate or
amount  of  interest  payable  on this Note or the indebtedness ("Indebtedness")
evidenced  hereby  or  evidenced  or  secured  by  the  other Loan Documents (or
applicable  United  States  Federal  law to the extent that it permits Lender to
contract  for,  charge,  take,  reserve, or receive a greater amount of interest
than  under  Texas law) and that this section shall control every other covenant
and  agreement  in  this  Note.  If  the  applicable  law  is  ever  judicially
interpreted  so  as  to render usurious any amount called for under this Note or
under  any  of  the  other  Loan  Documents,  or contracted for, charged, taken,
reserved  or  received with respect to the Indebtedness, or Lender's exercise of
the  option  to  accelerate  the  maturity  of  this  Note, or any prepayment by
Borrower  results in Borrower having paid or Lender having received any interest
in  excess  of  that  permitted  by  applicable  law,  then it is Borrower's and
Lender's  express intent that all excess amounts theretofore collected by Lender
shall  be  credited  on  the  principal  balance  of  this  Note  and  all other
Indebtedness  (or,  if  this  Note and all other Indebtedness have been or would
thereby  be paid in full, refunded to Borrower), and the provisions of this Note
and  the  other  Loan  Documents  immediately be deemed reformed and the amounts
thereafter  collectible  hereunder and thereunder reduced, without the necessity
of  the execution of any new documents, so as to comply with the applicable law,
but  so  as  to  permit  the recovery of the fullest amount otherwise called for
hereunder  or  thereunder; provided, however, if this Note has been paid in full
before  the  end of the stated term of this Note, then Borrower and Lender agree
that  Lender  shall,  with  reasonable  promptness  after Lender discovers or is
advised  by  Borrower  that  interest was received in an amount in excess of the
Maximum  Lawful  Rate,  either refund such excess interest to Borrower or credit
such  excess  interest  against any other Indebtedness then owing by Borrower to
Lender.  Borrower  hereby  agrees  that  as  a  condition precedent to any claim
seeking  usury  penalties  against  Lender,  that  Borrower will provide written
notice  to Lender, advising Lender in reasonable detail of the nature and amount
of  the  violation,  and Lender shall have sixty (60) days after receipt of such
notice  in  which  to  correct such usury violation, if any, by either refunding
such  excess  interest to Borrower or crediting such excess interest against any
other  indebtedness  then owing by Borrower to Lender.  All sums contracted for,
charged  or  received  by  Lender  for  the use, forbearance or detention of the
Indebtedness  shall,  to the extent permitted by applicable law, be amortized or
spread,  using  the  actuarial  method,  throughout  the  stated  term  of  the
Indebtedness  until  payment  in  full so that the rate or amount of interest on
account of the Indebtedness does not exceed the Maximum Lawful Rate from time to
time  in  effect  and  applicable  to  the  Indebtedness  for  so  long  as  the
Indebtedness is outstanding.  In no event shall the provisions of Chapter 346 of
the  Texas  Finance Code (which regulates certain revolving credit loan accounts
and  revolving  triparty  accounts)  apply to the Indebtedness.  Notwithstanding
anything to the contrary contained herein or in any of the other Loan Documents,
it  is  not  the  intention of Lender to accelerate the maturity of any interest
that  has  not  accrued  at the time of such acceleration or to collect unearned
interest  at  the  time  of  such  acceleration.
As  used  herein,  the  term "Maximum Lawful Rate" shall mean the maximum lawful
rate  of  interest  which  may  be  contracted  for, charged, taken, received or
reserved  by Lender in accordance with the applicable laws of the State of Texas
(or applicable United States Federal law to the extent that it permits Lender to
contract for, charge, take, receive or reserve a greater amount of interest than
under  Texas  law),  taking into account all Charges (as herein defined) made in
connection  with  the  transaction  evidenced  by  this  Note and the other Loan
Documents.  As  used herein, the term "Charges" shall mean all fees and charges,
if  any,  contracted  for,  charged,  received,  taken  or reserved by Lender in
connection  with  the  transactions  relating  to  this  Note and the other Loan
Documents  or  the  Indebtedness, which are treated as interest under applicable
law.  To  the  extent that Lender is relying on Chapter 303 of the Texas Finance
Code,  as  amended,  to  determine  the  Maximum  Lawful  Rate  payable  on  the
Indebtedness, Lender will utilize the weekly ceiling from time to time in effect
as  provided  in  Chapter  303, as amended.  To the extent United States Federal
law  permits  Lender to contract for, charge, take, receive or reserve a greater
amount  of  interest  than  under  Texas  law, Lender will rely on United States
Federal  law  instead  of  such  Chapter  303,  as  amended,  for the purpose of
determining  the  Maximum Lawful Rate.  Additionally, to the extent permitted by
applicable  law  now  or hereafter in effect, Lender may, at its option and from
time  to  time,  implement any other method of computing the Maximum Lawful Rate
under  such  Chapter  303,  as  amended, or under other applicable law by giving
notice,  if required, to Borrower as provided by applicable law now or hereafter
in effect.  Borrower and Lender hereby agree that any and all suits alleging the
contracting  for, charging or receiving of usurious interest shall lie in Dallas
County,  Texas,  and  each  irrevocably  waive  the  right to venue in any other
county.
Notwithstanding  anything  in  this  Note  to  the  contrary, if at any time (i)
interest  at  the  Applicable  Rate, and (ii) the Charges computed over the full
term  of  this  Note,  exceed the Maximum Lawful Rate, then the rate of interest
payable  hereunder,  together  with all Charges, shall be limited to the Maximum
Lawful  Rate; provided, however, that any subsequent reduction in the Applicable
              --------  -------
Rate shall not cause a reduction of the rate of interest payable hereunder below
the  Maximum  Lawful  Rate  until the total amount of interest earned hereunder,
together  with all Charges, equals the total amount of interest which would have
accrued  at  the  Applicable Rate if such interest rate had at all times been in
effect.  Changes  in  the  Applicable  Rate resulting from a change in the Prime
Rate  shall  be  subject  to  the  provisions  of  this  paragraph.
All  notices  or other communications required or permitted to be given pursuant
to  this Note shall be given to the Borrower or Lender at the address and in the
manner  provided  for  in  the  Loan  Agreement.
THIS NOTE AND ALL THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT OF
BORROWER  AND  LENDER  AND  SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS  AND  UNDERSTANDINGS,  WHETHER  WRITTEN OR ORAL, RELATING TO THE
SUBJECT  MATTER  HEREOF  AND  THEREOF  AND  MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE  OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF  BORROWER  AND  LENDER.  THERE  ARE  NO  ORAL AGREEMENTS BETWEEN BORROWER AND
LENDER.  The provisions of this Note and the other Loan Documents may be amended
or  revised  only by an instrument in writing signed by the Borrower and Lender.
Addendum  to  Promissory Note and Exhibit A are attached hereto and incorporated
- -----------------------------     ---------
herein  by  reference.
                                   "BORROWER"
PIZZA  INN,  INC.,
a  Missouri  corporation
By:/s/Ronald W. Parker
Name: Ronald W. Parker
Title: President

                           ADDENDUM TO PROMISSORY NOTE
THIS  ADDENDUM  is  attached  to and made a part of that certain promissory note
executed  by PIZZA INN, INC., a Missouri corporation ("Borrower") and payable to
the  order of WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, ("Lender"), dated as
of  December  28,  2000,  in  the principal amount of  EIGHT MILLION ONE HUNDRED
TWENTY-FIVE  THOUSAND  AND  NO/100  DOLLARS  ($8,125,000.00)  ("Note").
The  following  arbitration  provision  is  hereby  incorporated  into the Note:
                              A R B I T R A T I O N
                              ---------------------
1.     ARBITRATION.  Upon the demand of any party, any dispute shall be resolved
       -----------
by  binding arbitration (except as set forth in Paragraph 5 below) in accordance
with  the terms of this Note.  A "Dispute" shall mean any action, dispute, claim
or  controversy  of  any  kind, whether in contract or tort, statutory or common
law,  legal  or  equitable,  now  existing  or  hereafter  arising  under  or in
connection with, or in any way pertaining to, this Note and each other document,
contract  and instrument required hereby or now or hereafter delivered to Lender
in  connection  herewith  (collectively,  the  "Loan  Documents"),  or any past,
present  or  future  extensions  of credit and other activities, transactions or
obligations  of  any  kind  related  directly  or  indirectly to any of the Loan
Documents,  including  without  limitation,  any  of  the  foregoing  arising in
connection  with  the  exercise  of  any  self-help, ancillary or other remedies
pursuant  to  any  of  the  Loan Documents. Any party may by summary proceedings
bring an action in court to compel arbitration of a Dispute. Any party who fails
or refuses to submit to arbitration following a lawful demand by any other party
shall  bear  all  costs  and expenses incurred by such other party in compelling
arbitration  of  any  Dispute.
2.     GOVERNING  RULES.  Arbitration  proceedings  shall be administered by the
       ----------------
American  Arbitration  Association  ("AAA")  or  such other administrator as the
parties  shall  mutually  agree  upon  in  accordance  with  the  AAA Commercial
Arbitration  Rules.  All  Disputes submitted to arbitration shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding  any  conflicting  choice  of  law  provision in any of the Loan
Documents. The arbitration shall be conducted in Dallas, Texas.  If there is any
inconsistency  between  the  terms  hereof  and  any  such  rules, the terms and
procedures  set  forth  herein  shall  control.  All  statutes  of  limitation
applicable  to  any  Dispute  shall  apply  to  any arbitration proceeding.  All
discovery  activities shall be expressly limited to matters directly relevant to
the Dispute being arbitrated. Judgment upon any award rendered in an arbitration
may  be entered in any court having jurisdiction; provided however, that nothing
contained  herein  shall be deemed to be a waiver by any party that is a bank of
the protections afforded to it under Section 91 of Title 12 of the United States
Code  or  any  similar  applicable  state  law.
3.     NO WAIVER; PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE.  No provision
       ----------------------------------------------------------
hereof shall limit the right of any party to exercise self-help remedies such as
setoff,  foreclosure against or sale of any real or personal property collateral
or  security,  or to obtain provisional or ancillary remedies, including without
limitation,  injunctive  relief,  sequestration,  attachment, garnishment or the
appointment  of  a receiver from a court of competent jurisdiction before, after
or  during the pendency of any arbitration or other proceeding.  The exercise of
any  such  remedy  shall  not waive the right of any party to compel arbitration
hereunder.
4.     ARBITRATOR  QUALIFICATIONS AND POWERS; AWARDS. Arbitrators must be active
       ---------------------------------------------
members of the Texas State Bar, with expertise in the substantive law applicable
to  the  subject  matter  of  the Dispute.  Arbitrators are empowered to resolve
Disputes  by  summary  rulings  in  response to motions filed prior to the final
arbitration  hearing.  Arbitrators  (i) shall resolve all Disputes in accordance
with  the  substantive  law  of the State of Texas, (ii) may grant any remedy or
relief  that a court of the State of Texas could order or grant within the scope
hereof  and  such  ancillary relief as is necessary to make effective any award,
and  (iii)  shall  have  the  power  to award recovery of all costs and fees, to
impose  sanctions  and  to take such other actions as they deem necessary to the
same  extent a judge could pursuant to the Federal Rules of Civil Procedure, the
Texas  Rules  of  Civil Procedure or other applicable law.  Any Dispute in which
the  amount  in  controversy  is $5,000,000 or less shall be decided by a single
arbitrator  who  shall not render an award of greater than $5,000,000 (including
damages,  costs,  fees and expenses). By submission to a single arbitrator, each
party  expressly waives any right or claim to recover more than $5,000,000.  Any
Dispute  in  which the amount in controversy exceeds $5,000,000 shall be decided
by  majority  vote  of  a panel of three arbitrators; provided however, that all
three  arbitrators  must actively participate in all hearings and deliberations.
5.     JUDICIAL REVIEW.  Notwithstanding anything herein to the contrary, in any
       ---------------
arbitration  in  which  the  amount  in  controversy  exceeds  $25,000,000,  the
arbitrators  shall  be  required  to make specific, written findings of fact and
conclusions of law.  In such arbitrations (i) the arbitrators shall not have the
power  to make any award which is not supported by substantial evidence or which
is  based  on  legal  error, (ii) an award shall not be binding upon the parties
unless  the  findings  of  fact  are  supported  by substantial evidence and the
conclusions  of  law are not erroneous under the substantive law of the State of
Texas,  and  (iii) the parties shall have in addition to the grounds referred to
in  the  Federal  Arbitration Act for vacating, modifying or correcting an award
the right to judicial review of (1) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,  and  (2)  whether  the
conclusions  of  law  are  erroneous  under  the substantive law of the State of
Texas.  Judgment confirming an award in such a proceeding may be entered only if
a  court determines the award is supported by substantial evidence and not based
on  legal  error  under  the  substantive  law  of  the  State  of  Texas.
6.     MISCELLANEOUS.  To  the  maximum  extent  practicable,  the  AAA,  the
       -------------
arbitrators  and  the  parties  shall  take  all action required to conclude any
       --
arbitration  proceeding  within  180  days of the filing of the Dispute with the
AAA.  No arbitrator or other party to an arbitration proceeding may disclose the
existence,  content or results thereof, except for disclosures of information by
a  party  required  in the ordinary course of its business, by applicable law or
regulation,  or  to  the extent necessary to exercise any judicial review rights
set  forth  herein. If more than one agreement for arbitration by or between the
parties  potentially  applies  to  a  Dispute,  the  arbitration  provision most
directly  related  to  the  Loan  Documents or the subject matter of the Dispute
shall  control.  If any provision of this Note shall be held to be prohibited by
or invalid under applicable law, such provision shall be ineffective only to the
extent  of such prohibition or invalidity, without invalidating the remainder of
such  provision  or  any  remaining  provisions  of this Note.  This arbitration
provision  shall survive termination, amendment or expiration of any of the Loan
Documents  or  any  relationship  between  the  parties.
                                                                       EXHIBIT A
                              FIXED RATE AGREEMENT
Exhibit  A  to  Promissory Note ("Note"), dated December 28, 2000, made by PIZZA
- ----------
INN, INC., a Missouri corporation, as Borrower, to the order of WELLS FARGO BANK
- --
TEXAS,  NATIONAL  ASSOCIATION,  as  Lender.
                                 R E C I T A L S
                                 ---------------
Borrower has requested and Lender has agreed to provide a fixed rate option as a
basis  for  calculating  the  applicable rate of interest on amounts owing under
this Note.  Borrower acknowledges the following:  (i) it understands the process
of exercising the fixed rate option as provided herein; (ii) amounts owing under
this  Note  may bear interest at different rates and for different time periods;
and  (iii)  absent  the  terms  and  conditions  hereof,  it  would be extremely
difficult  to  calculate Lender's additional costs, expenses, and damages in the
event  of  a  Default  or  prepayment  by  Borrower hereunder.  Given the above,
Borrower  agrees  that the provisions herein (including, without limitation, the
Fixed  Rate  Price  Adjustment  defined below) provide for a reasonable and fair
method  for  Lender to recover its additional costs, expenses and damages in the
event  of  a  Default  or  prepayment  by  Borrower.
1.     RATES  AND  TERMS DEFINED.  Various rates and terms not otherwise defined
       -------------------------
herein  are  defined  and  described  as  follows:
"Additional  Costs"  has  the  meaning  specified  in  paragraph  4  below.
 -----------------
"Adjusted  Eurodollar  Rate"  means, for any Eurodollar Advance for any Interest
 --------------------------
Period,  the  rate per annum (rounded upwards, if necessary, to the nearest 1/16
 -
of  1%)  determined  by Lender to be equal to the quotient of (a) the Eurodollar
Rate for such Eurodollar Advance for such Interest Period divided by (b) 1 minus
the  Reserve  Requirement  for such Eurodollar Advance for such Interest Period.
"Advance"  means  any advance of funds by Lender pursuant to the Loan Agreement.
 -------
"Advance Request Form" means, a certificate, in form and substance acceptable to
 --------------------
Lender,  properly  completed  and  signed by the Borrower requesting an Advance.
"Applicable  Lending Office" means, for each Type of Advance, the lending office
 --------------------------
of  the  Lender  or  such other office of Lender as Lender may from time to time
specify  to the Borrower as the office by which its Advances of such Type are to
be  made  and  maintained.
"Applicable  Rate" means:  (a) during the period that an Advance is a Prime Rate
 ----------------
Advance,  the  Prime Rate plus the Prime Rate Margin applicable to such Advance;
and  (b) during the period that an Advance is a Eurodollar Advance, the Adjusted
Eurodollar  Rate  plus  the  Eurodollar  Rate Margin applicable to such Advance.
"Basle Accord" means the proposals for risk-based capital framework described by
 ------------
the  Basic  Committee  on  Banking  Regulations and Supervisory Practices in its
paper  entitled  "International  Convergence  of Capital Measurement and Capital
Standards"  dated July 1988, as amended, supplemented and otherwise modified and
in  effect  from  time  to  time,  or  any  replacement  thereof.
"Business Day" means (a) any day on which commercial banks are not authorized or
 ------------
required  to  close  in  Dallas,  Texas, and (b) with respect to all borrowings,
payments,  Conversions,  Continuations,  Interest  Periods,  and  notices  in
connection  with  Eurodollar Advances, any day which is a Business Day described
in clause (a) above and which is also a day on which dealings in Dollar deposits
   ----------
are  carried  out  in  the  London  interbank  market.
"Continue,"  "Continuation,"  and  "Continued"  shall  refer to the continuation
 --------     ------------          ---------
pursuant  to  a  Eurodollar  Advance  as  a Eurodollar Advance from one Interest
 ---
Period  to  the  next  Interest  Period.
 ---
"Convert," "Conversion," and "Converted" shall refer to a conversion pursuant to
 -------    ----------        ---------
one  Type  of  Advance  into  another  Type  of  Advance.
"Default  Rate"  means the lesser of (i) the Maximum Lawful Rate or (ii) the sum
 -------------
of  the  Prime  Rate  in  effect  from  day  to  day  plus three and twenty-five
one-hundredths  percent  (3.25%).
"Dollars"  and  "$"  mean  lawful  money  of  the  United  States  of  America.
 -------         -
"Eurodollar  Advances" means Advances the interest rates on which are determined
 --------------------
on  the basis of the rates referred to in the definition of "Adjusted Eurodollar
Rate".
"Eurodollar Rate" means, for any Eurodollar Advance for any Interest Period, the
 ---------------
rate  per  annum quoted by the Reference Bank at approximately 11:00 A.M. London
time  (or  as soon thereafter as practicable) two (2) Business Days prior to the
first  day  of  such  Interest  Period for the offering by the Reference Bank to
leading  banks  in the London interbank market of Dollar deposits in immediately
available  funds  having  a  term  comparable  to such Interest Period and in an
amount  comparable  to the principal amount of the Eurodollar Advance to be made
by  the  Reference  Bank  to  which  such  Interest  Period  relates.
"Eurodollar  Rate  Margin"  means  one  and  one-half  percent  (1.50%).
 ------------------------
"Governmental  Authority" means any nation or government, any state or political
 -----------------------
subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory  or  administrative  functions  of  or  pertaining  to  government.
"Interest  Period"  means  the period commencing, with respect to any Eurodollar
 ----------------
Advances,  on  the  date  such  Eurodollar  Advances  are made or Converted from
 -
Advances of another Type or, in the case of each subsequent, successive Interest
 -
Period  applicable  to  a Eurodollar Advance, the last day of the next preceding
Interest  Period  with  respect  to  such Advance, and ending on the numerically
corresponding  day  in  the  first,  second,  third  or  sixth  calendar  month
thereafter,  as  the  Borrower may select, except that each such Interest Period
which  commences on the last Business Day of a calendar month (or on any day for
which  there  is  no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Business Day of the appropriate subsequent
calendar  month.  Notwithstanding the foregoing:  (a) each Interest Period which
would  otherwise  end on a day which is not a Business Day shall end on the next
succeeding  Business  Day  or, if such succeeding Business Day falls in the next
succeeding  calendar month, on the next preceding Business Day; (b) any Interest
Period  which  would  otherwise extend beyond the Maturity Date shall end on the
Maturity  Date;  and  (d)  no  more  than three (3) Interest Periods shall be in
effect  at  the  same  time.
"Loan  Agreement" is that certain Construction Loan Agreement dated of even date
 ---------------
with  this  Note  between  Borrower  and  Lender.
"Loan  Conversion"  the conversion of the Loan from the Construction Loan to the
 ----------------
Mini-Perm  Loan  all  in  accordance  with  the  terms  of  the  Loan Agreement.
"Loan  Documents"  are  the  documents  defined  as  such in the Loan Agreement.
 ---------------
"Master  Agreement"  has  the  meaning  specified  in  the  Loan  Agreement.
 -----------------
"Maturity  Date"  means  (a)  at  all times prior to Loan Conversion, January 1,
 --------------
2002,  and  (b)  if  Loan  Conversion  occurs on or before January 1, 2002, then
 ---
December  28,  2007.
 ---
"Monthly  Payment  Date"  means  the  seventh  (7th) day of each calendar month.
 ----------------------
"Prime  Rate"  means,  at  any  time,  the  rate of interest per annum then most
 -----------
recently  established  by  Wells  Fargo  Bank Texas, National Association as its
 -----
prime  rate,  which  rate  may  not  necessarily  be the lowest rate of interest
 ---
charged  by Wells Fargo Bank Texas, National Association to its borrowers.  Each
 ---
change  in  any  interest  rate  provided  for  herein based upon the Prime Rate
resulting  from  a  change in the Prime Rate shall take effect without notice to
the  Borrower  at  the  time  of  such  change  in  the  Prime  Rate.
"Prime  Rate Advances" means Advances that bear interest at rates based upon the
 --------------------
Prime  Rate.
"Prime  Rate  Margin"  means a deduction of (a) one-half of one percent (-0.50%)
 -------------------
prior  to Loan Conversion and (b) three-fourths of one percent (-.75%) following
 -
Loan  Conversion.
"Reference Bank" means Wells Fargo Bank Texas, National Association.  If for any
 --------------
reason  Wells Fargo Bank Texas, National Association shall no longer participate
in  the  Eurodollar  market,  then  "Reference  Bank" shall thereafter mean such
financial  institution  as Lender may from time to time specify to the Borrower.
"Regulation  D"  means  Regulation  D  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  the  same may be amended or supplemented from time to time.
 ----
"Regulatory  Change" means any change after the date of this Agreement in United
 ------------------
States  federal,  state, or foreign laws or regulations (including Regulation D)
or the adoption or making after such date of any interpretations, directives, or
requests  applying  to  a class of banks including Lender of or under any United
States  federal  or  state,  or any foreign, laws or regulations (whether or not
having  the  force  of  law)  by any court or governmental or monetary authority
charged  with  the  interpretation  or  administration  thereof.
"Reserve Requirement" means, for any Eurodollar Advance for any Interest Period,
 -------------------
the average maximum rate at which reserves (including any marginal, supplemental
or emergency reserves) are required to be maintained during such Interest Period
under  Regulation  D  by  member banks of the Federal Reserve System in New York
City  with  deposits  exceeding  one  billion  Dollars  against  "Eurocurrency
Liabilities"  as such term is used in Regulation D.  Without limiting the effect
of  the  foregoing,  the  Reserve  Requirement  shall reflect any other reserves
required  to  be  maintained  by  such  member banks by reason of any Regulatory
Change  against  (i)  any  category  of  liabilities  which includes deposits by
reference to which the Adjusted Eurodollar Rate is to be determined, or (ii) any
category  of  extensions  of  credit  or  other  assets which include Eurodollar
Advances.
"Type"  means  a  type of Advance consisting of either a Prime Rate Advance or a
 ----
Eurodollar  Advance.
 -
Terms used with initial capital letters and not otherwise defined shall have the
meanings  specified  in  the  Loan  Agreement.
2.     APPLICABLE  RATE.  The  unpaid  principal  amount of this Note shall bear
       ----------------
interest  at a varying rate per annum equal from day to day to the lesser of (a)
the  Maximum  Lawful  Rate,  or  (b)  the  Applicable  Rate.  If at any time the
Applicable  Rate  for  any Advance shall exceed the Maximum Lawful Rate, thereby
causing  the  interest  accruing  on  such  Advance to be limited to the Maximum
Lawful  Rate,  then  any  subsequent  reduction  in the Applicable Rate for such
Advance  shall not reduce the rate of interest on such Advance below the Maximum
Lawful  Rate  until  the  aggregate  amount  of interest accrued on such Advance
equals the aggregate amount of interest which would have accrued on such Advance
if  the  Applicable  Rate  had  at all times been in effect.  Accrued and unpaid
interest  on  the  Advances  shall  be  due  and  payable  as  follows:
     (i)     in  the  case  of  all Prime Rate Advances, on each Monthly Payment
Date;
(ii)     in  the  case  of  all  Eurodollar  Advances,  on  the last day of each
Interest  Period  applicable  thereto,  and  with respect to any Interest Period
exceeding  three  (3)  months,  on  the  last  day  of the third month after the
commencement  of  such  Interest  Period;  and
     (iii)     on  the  Maturity  Date.
During such time as a Default exists under the Loan Agreement or any of the Loan
Documents;  or  from  and after the date on which all sums owing under this Note
become  due and payable by acceleration or otherwise; or from and after the date
on  which the property encumbered by the Deed of Trust or any portion thereof or
interest  therein,  is  sold,  transferred,  mortgaged, assigned, or encumbered,
whether  voluntarily  or  involuntarily,  or  by  operation of law or otherwise,
without Lender's prior written consent (whether or not the sums owing under this
Note  become  due  and  payable by acceleration); or from and after the Maturity
Date;  then  at  the  option of Lender, the interest rate applicable to the then
outstanding  principal  balance  of this Note shall be the lesser of the Default
Rate  or  the  Maximum  Lawful  Rate.
3.     CONVERSIONS  AND  CONTINUATIONS.  The  Borrower shall have the right from
       -------------------------------
time  to  time  to Convert all (but not less than all) of an Advance of one Type
into an Advance of another Type or to Continue Eurodollar Advances as Eurodollar
Advances  by  giving  the  Lender  written  notice at least one (1) Business Day
before Conversion into a Prime Rate Advance and at least three (3) Business Days
before  Conversion into or Continuation of a Eurodollar Advance, specifying: (a)
the  Conversion  or  Continuation  date,  (b)  the  amount  of the Advance to be
Converted  or  Continued, (c) in the case of Conversions, the Type of Advance to
be Converted into, and (d) in the case of a Continuation of or Conversion into a
Eurodollar  Advance,  the  duration  of  the Interest Period applicable thereto;
provided  that  (i)  except  for  Conversions  into  Prime  Rate  Advances,  no
Conversions  shall  be  made while a Default has occurred and is continuing, and
(ii)  no  more  than  three  (3) Interest Periods shall be in effect at the same
time.  All notices by the Borrower under this paragraph shall be irrevocable and
shall be given to the Lender not later than 10:00 A.M. Dallas, Texas time on the
day  which is not less than the number of Business Days specified above for such
notice.  If  the  Borrower shall fail to give the Lender the notice as specified
above for Continuation or Conversion of a Eurodollar Advance prior to the end of
the  Interest  Period  with  respect  thereto,  such Eurodollar Advance shall be
Converted  automatically  into  a Prime Rate Advance on the last day of the then
current  Interest  Period  for  such  Eurodollar  Advance.
4.     ADDITIONAL  COSTS.
       -----------------
(a)     The  Borrower  shall  pay  directly to the Lender from time to time such
amounts  as  the  Lender  may determine to be necessary to compensate it for any
costs  incurred  by  the  Lender  which  the  Lender  reasonably  determines are
attributable  to  its making or maintaining of any Eurodollar Advances hereunder
or  its  obligation  to make any of such Advances hereunder, or any reduction in
any amount receivable by the Lender hereunder in respect of any such Advances or
     such  obligation  (such  increases  in  costs  and  reductions  in  amounts
receivable  being  herein  called  "Additional  Costs"),  resulting  from  any
                                    -----------------
Regulatory  Change  which:
(i)     changes the basis of taxation of any amounts payable to the Lender under
     this  Note  in respect of any of such Advances (other than taxes imposed on
the overall net income of the Lender or its Applicable Lending Office for any of
such  Advances  by the jurisdiction in which the Lender has its principal office
or  such  Applicable  Lending  Office);
(ii)     imposes  or  modifies  any  reserve,  special deposit, minimum capital,
capital  ratio,  or  similar requirement relating to any extensions of credit or
other  assets  of,  or any deposits with or other liabilities or commitments of,
the  Lender  (including  any of such Advances or any deposits referred to in the
definition  of  "Eurodollar  Rate");
(iii)     imposes  any  other  condition  affecting  this  Note  or  any of such
extensions  of  credit  or  liabilities  or  commitments.
Lender  will  notify  the  Borrower of any event occurring after the date hereof
which  will  entitle  the  Lender  to compensation pursuant to this paragraph as
promptly  as  practicable  after  it obtains knowledge thereof and determines to
request  such  compensation  (provided  that  any  claim  by  the  Lender  for
compensation  pursuant  to  this paragraph shall be made within ninety (90) days
after  the  initial occurrence of the event giving rise to such claim), and will
designate  a  different  Applicable  Lending Office for the Advances affected by
such event if such designation will avoid the need for, or reduce the amount of,
such  compensation  and will not, in the sole opinion of the Lender, violate any
law,  rule,  or  regulation  or  be  in  any  way disadvantageous to the Lender,
provided  that the Lender shall have no obligation to so designate an Applicable
Lending Office located in the United States of America.  Lender will furnish the
Borrower  with  a  certificate  setting  forth  the basis and the amount of each
request  of  the  Lender  for  compensation under this paragraph.  If the Lender
requests  compensation from the Borrower under this paragraph, the Borrower may,
by notice to the Lender suspend the obligation of the Lender to make or Continue
making,  or  Convert  Advances  into, Advances of the Type with respect to which
such  compensation  is requested until the Regulatory Change giving rise to such
request  ceases  to  be  in  effect (in which case the provisions of paragraph 7
below  shall  be  applicable).
(b)     Without  limiting  the  effect  of  the  foregoing  provisions  of  this
paragraph  4,  in the event that, by reason of any Regulatory Change, the Lender
either  (i)  incurs  Additional Costs based on or measured by the excess above a
specified  level of the amount of a category of deposits or other liabilities of
the  Lender  which  includes deposits by reference to which the interest rate on
Eurodollar  Advances  is  determined  as  provided in this Note or a category of
extensions  of  credit  or  other assets of the Lender which includes Eurodollar
Advances  or  (ii)  becomes  subject  to  restrictions  on  the amount of such a
category  of  liabilities  or  assets  which it may hold, then, if the Lender so
elects  by  notice  to  the  Borrower,  the  obligation of the Lender to make or
Continue making, or Convert Advances into, Advances of such Type hereunder shall
     be  suspended until such Regulatory Change ceases to be in effect (in which
case  the  provisions  of  paragraph  7  below  shall  be  applicable).
(c)     Determinations  and  allocations  by  the  Lender  for  purposes of this
paragraph  4  of the effect of any Regulatory Change on its costs of maintaining
its  obligations  to  make  Advances  or of making or maintaining Advances or on
amounts  receivable  by it in respect of Advances, and of the additional amounts
required  to  compensate the Lender in respect of any Additional Costs, shall be
conclusive,  provided  that such determinations and allocations are made in good
faith  and  on  a  reasonable  basis  and  without  duplication  of  the Reserve
Requirement.
5.     LIMITATION  ON  TYPES  OF  ADVANCES.  Anything  herein  to  the  contrary
       -----------------------------------
notwithstanding,  if  with  respect  to any Eurodollar Advances for any Interest
Period  therefor, the Lender determines (which determination shall be conclusive
if  made  in  good  faith)  that  quotations  of interest rates for the relevant
deposits  referred  to  in  the  definition  of  "Eurodollar Rate" are not being
provided  in the relative amounts or for the relative maturities for purposes of
determining  the  rate  of  interest for such Advances as provided in this Note,
then  the  Lender  shall  give the Borrower prompt notice thereof specifying the
relevant  amounts  or  periods, and so long as such condition remains in effect,
the  Lender  shall be under no obligation to make additional Eurodollar Advances
or  to  Convert  Prime  Rate  Advances into Eurodollar Advances and the Borrower
shall,  on  the  last  day(s)  of  the  then  current Interest Period(s) for the
outstanding  Eurodollar  Advances,  either  prepay  such  Eurodollar Advances or
Convert such Eurodollar Advances into Prime Rate Advances in accordance with the
terms  of  this  Note.  The  Lender  shall be deemed to have acted in good faith
under  this  paragraph if the Lender is giving notice to its customers generally
of  the  occurrence  of  either  of  the conditions specified in this paragraph.
6.     ILLEGALITY.  Notwithstanding  any  other  provision  of this Note, in the
       ----------
event  that  it becomes unlawful for the Lender or its Applicable Lending Office
to  (a)  honor  its  obligation  to  make  Eurodollar  Advances hereunder or (b)
maintain  Eurodollar  Advances  hereunder, then the Lender shall promptly notify
the  Borrower thereof and the Lender's obligation to make or maintain Eurodollar
Advances  and  to Convert Prime Rate Advances into Eurodollar Advances hereunder
shall  be  suspended  until  such time as the Lender may again make and maintain
Eurodollar  Advances (in which case the provisions of paragraph 7 below shall be
applicable).
7.     TREATMENT OF AFFECTED ADVANCES.  If the Eurodollar Advances of the Lender
       ------------------------------
(such  Eurodollar  Advances being hereinafter called "Affected Advances") are to
                                                      -----------------
be  Converted  pursuant  to  paragraphs  4  or  6  hereof, the Lender's Affected
Advances  shall  be automatically Converted into Prime Rate Advances on the last
day(s)  of the then current Interest Period(s) for the Affected Advances (or, in
the  case of a Conversion required by paragraphs 4 or  6 hereof, on such earlier
date  as  the  Lender  may  specify  to the Borrower), and, unless and until the
Lender  gives  notice  as  provided  below  that  the circumstances specified in
paragraphs  4  or  6  hereof which gave rise to such Conversion no longer exist:
(a)     To  the  extent  that  the  Lender's  Affected  Advances  have  been  so
Converted,  all  payments  and prepayments of principal which would otherwise be
applied  to the Lender's Affected Advances shall be applied instead to its Prime
Rate  Advances;  and
(b)     All Advances which would otherwise be made or Continued by the Lender as
Eurodollar  Advances  shall be made as or Converted into Prime Rate Advances and
all  Advances  of  the Lender which would otherwise be Converted into Eurodollar
Advances  shall  remain  as  Prime  Rate  Advances.
8.     COMPENSATION.  The  Borrower shall pay to the Lender, upon the request of
       ------------
the  Lender,  which  request  shall be made within one hundred eighty (180) days
after the occurrence of any event specified in subsection (a) or (b) below, such
                                               --------------    ---
amount  or  amounts  as  shall  be  sufficient (in the reasonable opinion of the
Lender)  to  compensate  it  for  any loss, cost, or expense incurred by it as a
result  of:
(a)     Any  payment,  prepayment  or Conversion of a Eurodollar Advance for any
reason  on  a  date  other  than  the  last  day  of an Interest Period for such
Eurodollar  Advance;  or
(b)     Any failure by the Borrower for any reason to borrow, Convert, or prepay
a  Eurodollar Advance on the date for such borrowing, Conversion, or prepayment,
specified  in  the relevant notice of borrowing, prepayment, or Conversion under
this  Agreement.
Without  limiting  the effect of the preceding sentence, such compensation shall
include  an  amount  equal  to the excess, if any, of (i) the amount of interest
which  otherwise would have accrued on the principal amount so paid or Converted
or  not  borrowed  for  the period from the date of such payment, Conversion, or
failure  to  borrow  to  the last day of the Interest Period for such Eurodollar
Advance  (or,  in  the case of a failure to borrow, the Interest Period for such
Eurodollar  Advance  which  would  have commenced on the date specified for such
borrowing)  at  the  applicable  rate  of  interest  for such Eurodollar Advance
provided  for  herein minus (ii) the interest component of the amount the Lender
would  have  bid  in  the  London  interbank  market.
9.     CAPITAL  ADEQUACY.  If,  after  the  date  hereof,  the Lender shall have
       -----------------
determined  in  good faith that the adoption or implementation of any applicable
law,  rule,  or  regulation  regarding  capital  adequacy  (including,  without
limitation,  any law, rule, or regulation implementing the Basle Accord), or any
change therein, or any change in the interpretation or administration thereof by
any central bank or other Governmental Authority charged with the interpretation
or  administration thereof, or compliance by the Lender (or its parent) with any
guideline,  request,  or  directive  regarding  capital adequacy (whether or not
having  the  force  of  law) of any central bank or other Governmental Authority
(including,  without limitation, any guideline or other requirement implementing
the  Basle  Accord), has or would have the effect of reducing the rate of return
on  the  Lender's  (or its parent's) capital as a consequence of its obligations
hereunder  or  the  transactions contemplated hereby to a level below that which
the  Lender  (or  its  parent)  could  have  achieved  but  for  such  adoption,
implementation,  change  or  compliance  (taking into consideration the Lender's
policies  with respect to capital adequacy) by an amount deemed by the Lender to
be  material, then from time to time, within ten (10) Business Days after demand
by  the  Lender,  the Borrower shall pay to the Lender such additional amount or
amounts  as  will  compensate  the  Lender  (or  its parent) for such reduction;
provided  that  any  claim  by  the  Lender  for  compensation  pursuant to this
paragraph  shall be made within ninety (90) days after the initial occurrence of
the  event  giving  rise  to  such  claim.  A certificate of the Lender claiming
compensation  under  this  paragraph  and setting forth the additional amount or
amounts  to  be  paid  to  it  hereunder  shall be conclusive, provided that the
determination  thereof  is  made  in  good  faith and on a reasonable basis.  In
determining  such amount or amounts, the Lender may use any reasonable averaging
and  attribution  methods.
10.     BORROWING  PROCEDURE.  The Borrower shall give Lender notice by means of
        --------------------
an  Advance Request Form of each requested Advance at least one (1) Business Day
before  the  requested  date  of  each Prime Rate Advance and at least three (3)
Business  Days before the requested date of each Eurodollar Advance, specifying:
(a)  the requested date of such Advance (which shall be a Business Day), (b) the
amount  of  such  Advance, (c) the Type of the Advance, and (d) in the case of a
Eurodollar  Advance,  the  duration  of  the  Interest  Period for such Advance.
Lender  at its option may accept telephonic requests for Advances, provided that
such  acceptance  shall not constitute a waiver of Lender's right to delivery of
an  Advance Request Form in connection with subsequent Advances.  Any telephonic
request for an Advance by the Borrower shall be promptly confirmed by submission
of a properly completed Advance Request Form to Lender.  Each Eurodollar Advance
shall  be in the minimum amount of One Hundred Thousand Dollars ($100,000) or an
integral multiple of Fifty Thousand Dollars ($50,000).  Not later than 1:00 p.m.
Dallas, Texas time on the date specified for each Advance hereunder, and subject
to  the  other  terms and conditions of this Note, Lender will make each Advance
available  to  the  Borrower  by  depositing  the same, in immediately available
funds,  in  an  account  of the Borrower (designated by the Borrower) maintained
with  the  Bank.  All  notices  by  the  Borrower  under this paragraph shall be
irrevocable  and shall be given not later than 10:00 A.M. Dallas, Texas, time on
the  day  which is not less than the number of Business Days specified above for
such  notice.  No more than three (3) Interest Periods shall be in effect at the
same  time  for  Advances.
11.     MISCELLANEOUS.  As  used  in  this  Exhibit,  the  plural shall mean the
        -------------
singular  and  the  singular  shall  mean  the  plural  as the context requires.
Addresses for the Fixed Rate Notice shall be the same as those for notices under
the  Loan  Agreement  executed  in  connection  with  this  Note.
This  Agreement  is executed concurrently with and as part of this Note referred
to  and  described  first  above.
                                   "BORROWER"
PIZZA  INN,  INC.,
a  Missouri  corporation



By: /s/Ronald W. Parker
Name: Ronald W. Parker
Title: President


DALLAS_1\3422781\1
01/15/2001  -  4814-129
DALLAS_1\3422781\1
01/15/2001  -  4814-129



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>


                        EXECUTIVE COMPENSATION AGREEMENT


     THIS  EXECUTIVE  COMPENSATION  AGREEMENT  ("Agreement"),  dated  as  of
_______________,  by  and  between  ___________  (hereinafter  referred  to  as
"Executive")  and  Pizza  Inn,  Inc. (hereinafter referred to as the "Company").

                              W I T N E S S E T H:


     WHEREAS,  the  Company  currently employs Executive as ___________________,
and  the  Company and Executive desire to continue and extend such employment on
the  terms  and  conditions  set  forth;

     NOW  THEREFORE,  for  and  in  consideration of the premises and the mutual
covenants  herein  contained  and  other  good  and  valuable consideration, the
receipt  and  sufficiency  of  which  is  hereby  acknowledged,  the Company and
Executive  hereby  agree  as  follows:


                                    ARTICLE I

                                  COMPENSATION


     1.01     During  the  period of employment of Executive by the Company, the
Board of Directors of the Company (the "Board") or the Compensation Committee or
Stock Award Plan Committee thereof shall determine, based on the recommendations
of the Company's Chief Executive Officer from  time to time, the compensation of
Executive, including salary, bonus, grants of stock options, and other benefits;
provided,  however, that Executive shall receive an annual salary, bonus and all
other benefits not less than his then current annual salary, bonus and all other
benefits,  except  stock  options,  including such increases as the Board or the
Compensation  Committee  approve  from  time  to  time.



<PAGE>
                                   ARTICLE II

                            TERMINATION OF EMPLOYMENT

                      TERMINATION BY THE COMPANY FOR CAUSE


     2.01     In  addition  to  any other remedies which the Company may have at
law  or  in equity, the Company may at any time terminate Executive's employment
for  Cause.  The  Company  shall  provide  at  least ten (10) days prior written
notice  to Executive of its intention to discharge Executive for Cause, and such
notice  must  specify  in  detail  the  nature  of the Cause alleged and provide
Executive  an  opportunity  to  be heard by the Board prior to the expiration of
such  ten-day period.  "Cause" shall mean the occurrence of any of the following
events:

     (a)     Executive willfully engages in an act of dishonesty (including, but
not  limited  to,  conviction of a felony) which act in and of itself materially
injures  or  damages  the  Company;  or

     (b)     Executive  willfully  fails  to  substantially  perform  his duties
within  fifteen  (15)  days  after written demand for substantial performance is
delivered  to  Executive  by the Board, which demand specifically identifies the
manner  in  which  the  Board  believes  that  Executive  has  not substantially
performed  his  duties.

                    TERMINATION BY EXECUTIVE IN WINDOW PERIOD

     2.02     Executive's  employment  may  be  terminated  by Executive with or
without  any reason at any time within six months after a Change of Control (the
"Window Period") by giving the Company at least ten days prior written notice of
such termination.  "Change of Control" shall mean any of the following:  (a) all
or substantially all of the assets of the Company are sold, leased, exchanged or
otherwise  transferred  to  any person or entity or group of persons or entities
acting  in  concert  as  a  partnership, limited partnership, syndicate or other
group  (a  "Group of Persons") other than a person or entity or Group of Persons
at  least 50% of the combined voting power of which is held by Executive; or (b)
the  Company is merged or consolidated with or into another corporation with the
effect  that the then existing stockholders of the Company hold less than 50% of
the  combined  voting  power of the then outstanding securities of the surviving
corporation  of such merger or the corporation resulting from such consolidation
ordinarily  (and  apart from rights accruing under special circumstances) having
the  right  to  vote  in the election of directors; or (c) a person or entity or
Group  of  Persons  (other than (i) the Company or (ii) an employee benefit plan
sponsored by the Company) shall, as a result of a tender or exchange offer, open
market  purchases,  privately negotiated purchases or otherwise, have become the
beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange
Act  of  1934)  of  securities  of  the  Company representing 50% or more of the
combined  voting  power  of  the  then  outstanding  securities  of  the Company
ordinarily  (and  apart from rights accruing under special circumstances) having
the  right  to  vote in the election of directors; or (d) individuals who, as of
the  date  hereof,  constitute  the  Board (the "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's shareholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the  Securities  Exchange  Act  of  1934) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than  the  Board.

                    TERMINATION BY EXECUTIVE FOR GOOD REASON

     2.03     Executive  may  terminate  his  employment  for good reason within
twelve  months  following  a  Change of Control (the "Good Reason Period").  For
purposes  of  this  Agreement, "good reason" shall mean, without the Executive's
express  written  consent, that, following a Change of Control, (i) Executive is
required  to  relocate,  (ii)  Executive  is  assigned  a diminished position or
diminished  responsibilities  with the Company, or (iii) Executive's annual base
salary or benefits, as the same may be increased from time to time, are reduced.

                         NOTICE AND DATE OF TERMINATION

     2.04     Any  termination  by  the  Company  or  by  Executive  shall  be
communicated  by written notice.  "Date of Termination" means (i) if Executive's
employment  is  terminated by the Company for Cause or by Executive, the date of
receipt of the notice of termination or any later date specified therein, as the
case  may  be,  or  (ii)  if Executive's employment is terminated by the Company
other  than  for  Cause,  the Date of Termination shall be the date on which the
Company  notifies  Executive  of  such  termination.


                                   ARTICLE III

                   OBLIGATIONS OF THE COMPANY UPON TERMINATION

                      WINDOW PERIOD;  OTHER THAN FOR CAUSE

     3.01     If  the  Company  terminates Executive's employment other than for
Cause  or  Executive terminates employment during the Window Period or Executive
terminates  his  employment  for  good reason during the Good Reason period, the
Company  shall  pay  to  Executive in a lump sum in cash within thirty (30) days
after  the  Date  of  Termination  an  amount equal to: ______ multiplied by the
Executive's Base Amount as defined in Section 280G of the Internal Revenue Code,
as  amended.

                      OUTSIDE THE WINDOW PERIOD; FOR CAUSE

     3.02     If  (a)  Executive  terminates  employment  outside  of the Window
Period  without  good  reason,  (b)  Executive's employment is terminated by the
Company  for  Cause,  (c)  Executive  terminates his employment outside the Good
Reason  Period,  or  (d)  Executive's  employment  is terminated due to death or
disability  (as  defined  in  the  Company's  long-term  disability  plan), this
Agreement  shall  terminate  without further obligations to Executive other than
the  obligation  to  pay  to  Executive,  within thirty (30) days of the Date of
Termination,  salary plus accrued bonus and other benefits due Executive through
the  Date  of Termination and the amount of any compensation previously deferred
by  Executive,  in  each  case  to  the  extent  theretofore  unpaid.

                           NOT A PENALTY OR FORFEITURE

     3.03     The  parties  hereto  acknowledge and agree that any payment under
this Agreement is not a penalty or a forfeiture; rather, the amount specified is
a  reasonable  and  fair  reflection  of damages that Executive may incur in the
event  of  Executive's  termination.

                                 TAX LIMITATION

     3.04(a)     If  any  payment  received  or  to  be received by Executive in
connection with a Change in Control of the Company or termination of Executive's
employment (whether payable pursuant to the terms of this Agreement or any other
plan,  arrangement,  or  agreement  with  the  Company, any person whose actions
result  in a Change in Control of the Company, or any person affiliated with the
Company  or  such person (the "Total Payments")), would be subject to the excise
tax  imposed  by Section 4999 of the Internal Revenue Code, the Company will pay
to  Executive,  within  30  days  of  any payments giving rise to excise tax, an
additional  amount (the "gross-up payment") such that the net amount retained or
to  be  retained  by  Executive,  after deduction of any excise tax on the total
payments  and  any  federal and state and local income tax and excise tax on the
gross-up  payment  provided  for by this section, will equal the total payments.

     3.04(b)     For purposes of determining the amount of the gross-up payment,
Executive  will  be  deemed  to pay federal income taxes at the highest marginal
rate  of  federal income taxation in the calendar year that the payment is to be
made,  and state and local income taxes at the highest marginal rate of taxation
in  the  state  and  locality  of  the  executive's  residence  on  the  date of
termination  or  the date that excise tax is withheld by the Company, net of the
maximum  reduction  in  federal income taxes that could be obtained by deducting
such  state  and  local  taxes.

     3.04(c)     For  purposes  of determining whether any of the total payments
would  not  be deductible by the Company and would be subject to the excise tax,
and  the  amount  of  such  excise  tax,  (i)  total payments will be treated as
"parachute  payments"  within  the meaning of Section 280G(b)(2) of the Internal
Revenue Code, and all parachute payments in excess of the base amount within the
meaning  of  Section  280G(b)(3)  will  be  treated as subject to the excise tax
unless,  in  the  opinion  of  tax counsel selected by the Company's independent
auditors  and  acceptable to Executive such total payments (in whole or in part)
are  not  parachute  payments,  or such parachute payments in excess of the base
amount  (in  whole  or in part) are otherwise not subject to the excise tax, and
(ii)  the value of any non-cash benefits or any deferred payment or benefit will
be  determined by the Company's independent auditors in accordance with Sections
280G(d)(3)  and  (4)  of  the  Internal  Revenue  Code.


                                   ARTICLE IV

                                      TERM

     4.01  The term (the "Term") of this Agreement shall commence on the date of
this  Agreement  as  set  forth  above (the "Effective Date") and shall continue
___________.  During  each fiscal year of the Company, beginning with the fiscal
year  ending in June, __________, the Board may extend the Term by an additional
year, by adopting an appropriate resolution which expressly extends the Term for
such  additional  year  but  without  the  need  to execute an amendment to this
Agreement.


                                    ARTICLE V

                                NONCOMPETE, ETC.

                        TRADE SECRETS AND NONCOMPETITION


     5.01(a)     Trade Secrets.  During his employment by the Company and at all
                 -------------
times thereafter, Executive shall not use for his personal benefit, or disclose,
communicate  or  divulge  to,  or  use for the direct or indirect benefit of any
person, firm, association or company other than  the Company or any affiliate or
subsidiary  of the Company, any material referred to in Paragraph 5.02(a) or (b)
or  any  information  regarding  the  business  methods,  business  policies,
procedures,  techniques,  research  or  development  projects  or results, trade
secrets or other knowledge or processes of a proprietary nature belonging to, or
developed  by,  the Company or any other confidential information relating to or
dealing  with  the  business  operations  or  activities  of  the Company or any
affiliate  or  subsidiary  of the Company, made known to Executive or learned or
acquired  by  Executive  while  in  the  employ  of  the  Company.

     5.01(b)     Non-Competition.  In  the event that Executive receives payment
                 ---------------
from  the  Company pursuant to Paragraph 3.01 of this Agreement, Executive shall
not  become  employed  by,  consult  with  or otherwise assist in any manner any
company  (or  any  affiliate  thereof) the primary business of which involves or
relates  to  the  sale of pizza in the continental United States for a period of
years  equal  to  the  number  by  which  Executive's annual salary and bonus is
multiplied  pursuant  to  Paragraph  3.01(a).

     5.01(c)     Remedies.  Executive  acknowledges  that  the  restrictions
                 --------
contained  in  the foregoing Paragraphs 5.01(a) and (b) (the "Restrictions"), in
view  of  the nature of the business in which the Company and its affiliates and
subsidiaries  are  engaged, are reasonable and necessary in order to protect the
legitimate  interests  of  the  Company and its affiliates and subsidiaries, and
that  any  violation  thereof would result in irreparable injury to the Company,
and  Executive  therefore  further  acknowledges  that,  in  the event Executive
violates,  or  threatens  to violate, any such Restrictions, the Company and its
affiliates  and  subsidiaries  shall  be  entitled  to  obtain from any court of
competent  jurisdiction,  without  the  posting  of  any bond or other security,
preliminary  and permanent injunctive relief as well as damages and an equitable
accounting  of  all  earnings,  profits  and  other  benefits  arising from such
violation,  which rights shall be cumulative and in addition to any other rights
or remedies in law or equity to which the Company or any affiliate or subsidiary
of  the  Company  may  be  entitled.

     5.01(d)     Invalid  Provisions.  If  any Restriction, or any part thereof,
                 -------------------
is  determined  in  any  judicial  or administrative proceeding to be invalid or
unenforceable,  the  remainder of the Restrictions shall not thereby be affected
and  shall  be  given  full  effect,  without  regard to the invalid provisions.

     5.01(e)     Judicial  Reformation.  If  the  period  of  time  or  the area
                 ---------------------
specified in the Restrictions should be adjudged unreasonable in any judicial or
administrative  proceeding, then the court or administrative body shall have the
power to reduce the period of time or the area covered and, in its reduced form,
such  provision  shall  then  be  enforceable  and  shall  be  enforced.

     5.01(f)          Tolling.  If  Executive  violates any of the Restrictions,
                      -------
the  restrictive period shall not run in favor of Executive from the time of the
commencement  of  any  such violation until such time as such violation shall be
cured  by  Executive  to  the  satisfaction  of  the  Company.

                             PROPRIETARY INFORMATION

     5.02(a)     Disclosure  of  Information.  It  is  recognized that Executive
                 ---------------------------
will  have  access  to  certain  confidential information of the Company and its
affiliates  and  subsidiaries,  and  that such information constitutes valuable,
special  and unique property of the Company and its affiliates and subsidiaries.
Executive  shall  not  at any time disclose any such confidential information to
any  party  for any reason or purpose except as may be made in the normal course
of  business  of  the  Company  or  its  affiliates and subsidiaries and for the
Company's  or  its  affiliates'  or  subsidiaries'  benefits.

     5.02(b)     Return  of  Information.  All  advertising,  sales  and  other
                 -----------------------
materials  or  articles  of  information,  including  without  limitation  data
processing  reports,  invoices,  or  any  other  materials  or  data of any kind
furnished to Executive by the Company or developed by Executive on behalf of the
Company  or  at the Company's direction or for the Company's use or otherwise in
connection  with  Executive' employment hereunder, are and shall remain the sole
and  confidential property of the Company; if the Company requests the return of
such  materials at any time during, upon or after the termination of Executive's
employment,  Executive  shall  immediately  deliver  the  same  to  the Company.


                                   ARTICLE VI

                               TITLE AND AUTHORITY

     6.01     In  performing  such  duties  hereunder,  Executive shall give the
Company  the  benefit  of  his  special knowledge, skills, contacts and business
experience  and  shall devote substantially all of his business time, attention,
ability  and  energy  exclusively  to the business of the Company.  It is agreed
that  Executive  may  have  other  business investments and participate in other
business  ventures  which  may, from time to time, require minor portions of his
time,  but  which  shall  not  interfere  or  be  inconsistent  with  his duties
hereunder.

                                   ARTICLE VII

                                   ARBITRATION

     7.01     Any  controversy  or  claim  arising  out  of  or relating to this
Agreement  or the breach thereof of Executive's employment relationship with the
Company shall be settled by arbitration in the City of Dallas in accordance with
the  laws  of  the  State  of  Texas  by three arbitrators, one of whom shall be
appointed  by  the  Company,  one  by  Executive, and the third of whom shall be
appointed  by  the  first  two arbitrators.  If the first two arbitrators cannot
agree  on the appointment of a third arbitrator, then the third arbitrator shall
be  appointed  by  the Chief Judge of the United States Court of Appeals for the
Fifth  Circuit.  The arbitration shall be conducted in accordance with the rules
of the American Arbitration Association, except with respect to the selection of
arbitrators  which  shall be as provided in this Article VII.  Judgment upon the
award  rendered  by  the  arbitrators  may  be  entered  in  any  court  having
jurisdiction.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                                     NOTICES

     8.01     Any  notices  to  be  given hereunder by either party to the other
shall  be in writing and may be effected either by personal delivery or by mail,
registered or certified, postage  prepaid with return receipt requested.  Mailed
notices  shall  be  addressed  to  the  parties  at  the  following  addresses:

     If  to  Company:          Pizza  Inn,  Inc.
                         5050  Quorum  Drive
                         Suite  500
                         Dallas,  Texas  75240
                         Attn:  Chairman  of  the  Board

     If  to  Executive:          ___________________

Any  party  may  change  his or its address by written notice in accordance with
this  Paragraph  8.01.  Notice delivered personally shall be deemed communicated
as  of  actual  receipt; mailed notices shall be deemed communicated as of three
days  after  proper  mailing.


                      INCLUSION OF ENTIRE AGREEMENT HEREIN

     8.02     This  Agreement  supersedes  any  and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment of
Executive  by  the  Company  upon  a  Change  of Control and contains all of the
covenants  and  agreements  between  the  parties  with  respect  thereto.  This
Agreement  does  not  deal  with  compensation  or any other employment terms of
Executive  prior  to a Change of Control, except as specifically provided herein
for  termination and in Section 1.01, and does not impact additional benefits to
which  Executive  may  be  entitled upon termination pursuant to Company benefit
plans  or  by  other  written  or  oral  agreement.

                             LAW GOVERNING AGREEMENT

     8.03     This  Agreement  shall  be governed by and construed in accordance
with  the laws of the State of Texas and all obligations shall be performable in
Dallas  County,  Texas.


<PAGE>
                                     WAIVERS
     8.04     No  term  or  condition  of this Agreement shall be deemed to have
been  waived  nor  shall  there  be  any estoppel to enforce any of the terms or
provisions  of  this Agreement except by written instrument of the party charged
with  such  waiver  or  estoppel, and, if the Company is the waiving party, such
waiver  must  be approved by the Board.  Further, it is agreed that no waiver at
any  time of any of the terms or provisions of this Agreement shall be construed
as  a waiver of any of the other terms or provisions of this Agreement, and that
a  waiver at any  time of any of the terms or provisions of this Agreement shall
not  be  construed  as  a  waiver  at  any  subsequent time of the same terms or
provisions.

                                   AMENDMENTS

     8.05     No  amendment  or  modification  of this Agreement shall be deemed
effective  unless and until executed in writing by all of the parties hereto and
approved  by  the  Board.

                           SEVERABILITY AND LIMITATION

     8.06     All agreements and covenants contained herein are severable and in
the  event  any of them shall be held to be invalid by any competent court, this
Agreement  shall  be interpreted as if such invalid agreements or covenants were
not  contained  herein.  Should any court or other legally constituted authority
determine  that  for any such agreement or covenant to be effective that it must
be  modified  to  limit its duration or scope, the parties hereto shall consider
such  agreement  or  covenant to be amended or modified with respect to duration
and  scope  so  as  to comply with the orders of any such court or other legally
constituted  authority,  and,  as  to  all  other portions of such agreements or
covenants,  they  shall  remain  in full force and effect as originally written.

                                    HEADINGS

     8.07     All  headings  set  forth  in  this  Agreement  are  intended  for
convenience  only  and  shall not control or affect the meaning, construction or
effect  of  this  Agreement  or  of  any  of  the  provisions  thereof.

<PAGE>

                                    SURVIVAL

     8.08     Articles  III,  V  and  VII  shall  survive  termination  of  this
Agreement.

     EXECUTED  as  of  the  date  and  year  first  above  written.

                         PIZZA  INN,  INC.


                         By:     ___________________________
                         Name:     ___________________________
                         Title:     ___________________________


                         __________________________________
                         Executive



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<PERIOD-START>                          JUN-26-2000
<PERIOD-END>                           Dec -24-2000
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<CGS>                                        12710
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