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<SEC-DOCUMENT>0000718332-02-000017.txt : 20021028
<SEC-HEADER>0000718332-02-000017.hdr.sgml : 20021028
<ACCEPTANCE-DATETIME>20021028164311
ACCESSION NUMBER:		0000718332-02-000017
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20021218
FILED AS OF DATE:		20021028
EFFECTIVENESS DATE:		20021028

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:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12919
		FILM NUMBER:		02800214

	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:	CONCEPT DEVELOPMENT INC
		DATE OF NAME CHANGE:	19870212

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PANTERAS CORP
		DATE OF NAME CHANGE:	19901126
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                            SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934


FILED  BY  REGISTRANT     [X]
FILED  BY  A  PARTY  OTHER  THAN  THE  REGISTRANT     [  ]
CHECK  THE  APPROPRIATE  BOX:
     [  ]     PRELIMINARY  PROXY  STATEMENT
     [  ]     CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
              14A-B(E)(2))
     [X]     DEFINITIVE  PROXY  STATEMENT
     [  ]     DEFINITIVE  ADDITIONAL  MATERIALS
     [  ]     SOLICITING  MATERIAL  PURSUANT  TO  240.14A-11(C)  OR  240.14A-12


<PAGE>


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

PAYMENT  OF  FILING  FEE  (CHECK  THE  APPROPRIATE  BOX):
[X]     NO  FEE  REQUIRED.

[ ]     FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
     1)  TITLE  OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
     2)  AGGREGATE  NUMBER  OF  SECURITIES  TO  WHICH  TRANSACTION  APPLIES:
     3)  PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
         PURSUANT TO EXCHANGE ACT RULE 0-11 (SET FOR THE AMOUNT ON WHICH
         THE FILING FEE IS CALCULATED AND  STATE  HOW  IT  WAS  DETERMINED):
     4)  PROPOSED  MAXIMUM  AGGREGATE  VALUE  OF  TRANSACTION:
     5)  TOTAL  FEE  PAID:

[  ]     FEE  PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
[  ]     CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE
         ACT RULE 0-11(A)(2) AND  IDENTIFY  THE  FILING  FOR  WHICH  THE
         OFFSETTING FEE WAS PAID PREVIOUSLY. IDENTIFY  THE  PREVIOUS  FILING
         BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE  AND  THE
         DATE  OF  ITS  FILING.

         1)  AMOUNT PREVIOUSLY PAID:
         2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO:
         3)  FILING  PARTY:
         4)  DATE  FILED:

<PAGE>

<PAGE>
                                 PIZZA INN, INC.
                             3551  PLANO  PARKWAY
                         THE  COLONY,  TEXAS  75056
                              (469)  384-5000

                NOTICE  OF  ANNUAL  MEETING  OF  SHAREHOLDERS

                      TO  BE  HELD  DECEMBER  18,  2002

To  our  Shareholders:

     The  Annual Meeting of Shareholders of Pizza Inn, Inc. (the "Company") will
be  held  at  the  Company's  corporate offices, 3551 Plano Parkway, The Colony,
Texas  75056,  on  Wednesday, December 18, 2002, at 10:00 a.m., Dallas time, for
the  following  purposes:

1.     To  elect  four  Class  I  directors;  and

2.     To  transact  such other business as may properly come before the meeting
or  any  adjournments  thereof.

Only  shareholders  of  record  at the close of business on October 19, 2002 are
entitled  to  notice  of,  and  to  vote  at,  this meeting and any adjournments
thereof.

                                   By  Order  of  the  Board  of  Directors,



                                   Rod  J.  McDonald
                                   Secretary

November  5,  2002

     WHETHER  OR  NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE,
DATE,  AND SIGN THE ENCLOSED PROXY, AND MAIL IT IN THE STAMPED ENVELOPE ENCLOSED
FOR  YOUR  CONVENIENCE. THE ENCLOSED PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.



                             YOUR VOTE IS IMPORTANT.

<PAGE>
                                 PIZZA INN, INC.
                              3551  PLANO  PARKWAY
                           THE  COLONY,  TEXAS  75056
                                (469)  384-5000

                           PROXY  STATEMENT  FOR  THE
                        ANNUAL  MEETING  OF  SHAREHOLDERS

                      TO  BE  HELD  DECEMBER  18,  2002

     The  Board  of  Directors  of  Pizza Inn, Inc., a Missouri corporation (the
"Company"),  is  soliciting  proxies  to  be  voted  at  the  Annual  Meeting of
Shareholders  (the  "Annual  Meeting")  to  be  held  at the Company's corporate
offices, 3551 Plano Parkway, The Colony, Texas 75056, on Wednesday, December 18,
2002,  10:00  a.m.,  Dallas  time,  and at any adjournments thereof.  This Proxy
Statement  and  the  enclosed  form  of proxy were first mailed to the Company's
shareholders  on  or  about  November  5,  2002.

     If  the  proxy is signed and returned before the Annual Meeting, it will be
voted  in accordance with the directions on the proxy. A proxy may be revoked at
any  time  before  it  is  voted  by  execution of a subsequent proxy, by signed
written  notice to Pizza Inn, Inc., c/o American Stock Transfer, 59 Maiden Lane,
New  York,  NY  10007,  or  by  voting  in  person  at  the  Annual  Meeting.

                           OUTSTANDING  CAPITAL  STOCK

     The record date for shareholders entitled to notice of, and to vote at, the
Annual  Meeting  is  October  19,  2002.  At the close of business on that date,
there  were  outstanding  10,058,324  shares  of  Common  Stock,  $.01 par value
("Common  Stock").  No  other  class of securities of the Company is entitled to
notice  of,  or  to  vote  at,  the  Annual  Meeting.

                      ACTION  TO  BE  TAKEN  AT  THE  MEETING

     The  accompanying  proxy, unless the shareholder otherwise specifies in the
proxy,  will  be  voted:

1.     FOR  the  election of the four Class I director nominees named herein, to
serve  for  a  term  of  two years each or until their respective successors are
elected  and  qualified;  and

2.     In  the  discretion  of  the proxy holders, as to the transaction of such
other  business  as  may  properly  come  before the meeting or any adjournments
thereof.

     The  Board  of Directors is not presently aware of any other business to be
brought  before  the  Annual  Meeting.









                                QUORUM AND VOTING

     The  presence,  in  person or by proxy, of the holders of a majority of the
outstanding  shares  of  Common Stock is necessary to constitute a quorum at the
Annual  Meeting.  In  deciding  all  questions,  a  holder  of  Common  Stock (a
"Shareholder")  is  entitled  to one vote, in person or by proxy, for each share
held  in  his  name  on  the  record date. Cumulative voting for the election of
directors  is not permitted. Thus, a Shareholder is not entitled to cumulate his
votes  and  cast  them  all  for  any  single nominee or to spread his votes, so
cumulated,  among  more  than  one  nominee.  Directors  must  be  elected  by a
plurality  of  the votes cast.  To be elected as a director, a candidate must be
one  of  the four candidates who receive the most votes out of all votes cast at
the  Annual  Meeting.

     A  Shareholder who is present, in person or by proxy, and who withholds his
vote  in  the election of directors, will be counted for purposes of determining
whether  a  quorum  exists,  but the withholding of his vote will not affect the
election of directors.  A Shareholder who is present, in person or by proxy, and
who  abstains  from voting on other proposals, will be counted for purposes of a
quorum,  and  the  abstention  will  have  the same effect as a vote against the
proposals.  Broker  non-votes  will be considered shares present and counted for
purposes of determining whether a quorum exists if voting instructions are given
as  to at least one of the matters to be voted on; however, the presence of such
shares  will  have  no  effect  on  the  outcome of the vote. If a quorum is not
present,  in person or by proxy, the meeting may adjourn from time to time until
a  quorum  is  obtained.

     The  enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, FOR the election of the nominees
as  directors.  The  proxy holders will not cumulate votes. If any other matters
properly  come before the meeting, the enclosed proxy will be voted by the proxy
holders  in accordance with their best judgment. The Board believes that all the
nominees  will  be  available to serve as directors. If any nominee is unable to
serve,  the  Board may decide to do one of two things. The Board may recommend a
substitute  nominee,  or  the  Board  may  fill  the  vacancy  later. The shares
represented  by  all valid proxies may be voted for the election of a substitute
if  one  is  nominated.


                                  PROPOSAL ONE:

                              ELECTION OF DIRECTORS

     The  Company's  Restated Articles of Incorporation and By-Laws provide that
the Board of Directors shall be divided into two Classes.  The terms of the four
Class  I  directors  expire  at the Annual Meeting.  The Board has nominated for
election  at  the  Annual  Meeting  all of the incumbent Class I directors. Each
nominated  director  will  serve  for  a term of two years.  Each nominee of the
Board has expressed his intention to serve the entire term for which election is
sought.  THE  BOARD  OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOUR NOMINEE
DIRECTORS.

The following table lists the names and ages, as of October 1, 2002, of the four
nominee directors, the three directors whose terms of office will continue after
the  Annual  Meeting,  the  class  to  which  each  director has been or will be
elected,  the  year  in  which  each  director was first elected, and the annual
meeting  (assuming  that  it  is  held  in  December)  at which the term of each
director  will  expire.



                                                 Director     Term
         Nominee  Directors     Age     Class     Since     Expires
         ------------------     ---     -----     -----     -------
           Bobby L. Clairday     59        I       1990        2002
           Ronald W. Parker      52        I       1993        2002
           Ramon D. Phillips     69        I       1990        2002
           Butler E. Powell      63        I       1998        2002


        Continuing  Directors
        ---------------------
          Steve A. Ungerman     58        II       1990        2003
          F. Jay Taylor         79        II       1994        2003
          B. Keith Clark        39        II       2002        2003

                               EXECUTIVE OFFICERS

     The  following table sets forth certain information, as of October 1, 2002,
regarding  the  Company's  executive  officers:
                                                                       Executive
                                                                         Officer
       Name            Age   Position                                      Since
       ----            ---   --------                                      -----
Ronald W. Parker        52   President and Chief Executive Officer          1992

B.  Keith  Clark        39   Senior Vice President and General Counsel      1997

Ward T. Olgreen         43   Senior Vice President of Concept Development   1995

Shawn  M. Preator       33   Vice President of Finance, Treasurer, and
                             Assistant Secretary                            1999

Barry L. Hill           41   Vice President of Training                     2002

Brian L. Waters         51   Vice President of Purchasing - Norco Division  2000

Michael L. Iglesias     41   Vice President of Franchise Development        2001

James D. Shoemake       35   Vice President of Franchise Services           2002

Susan  A. Milliman      37   Vice President of Recruiting and
                             Employee Services                              2001

            BIOGRAPHIES OF NOMINEE DIRECTORS AND CONTINUING DIRECTORS

     Bobby  L.  Clairday is an Area Developer of Pizza Inn restaurants and he is
President,  a  Director  and sole shareholder of Clairday Food Services, Inc., a
Pizza  Inn franchisee operating Pizza Inn restaurants in Arkansas.  Mr. Clairday
is  also sole shareholder of Advance Food Services, Inc., a franchisee operating
Pizza  Inn  restaurants in Arkansas.  From 1990 until his election as a Director
of  the  Company  in  January 1993, Mr. Clairday was an ex-officio member of the
Board  of  Directors,  serving  as  a  representative of our franchisees. He has
served  as the President of the Pizza Inn Franchisee Association and as a member
of  various committees and associations affiliated with the Pizza Inn restaurant
system.  Mr. Clairday has been a franchisee of the Company for over twenty years
and  a  member  of  the  Board  for  over  nine  years.


     Steve  A.  Ungerman is a practicing attorney in Dallas, Texas. From January
1, 1998 through December 31, 2000 he was Of Counsel to the law firm of Boswell &
Kober, P.C.  From August 1997 to December 1997, he was employed by MedSynergies,
Inc.,  a  physician  practice  management  company,  in  the capacity of Special
Projects.  From September 1996 to August 1997, he was President of MedSynergies,
Inc.  From September 1996 to December 1997, he was Of Counsel to the law firm of
Ungerman,  Sweet  &  Brousseau.  Prior  to September 1996, he practiced law as a
shareholder  of  Ungerman  & Ungerman, P.C. and its predecessors for 28 years in
the  areas  of business matters, commercial finance and mediation.  Mr. Ungerman
received  his  Juris  Doctor  degree from Southern Methodist University.  He was
elected  a  Director  and  Chairman  of the Board of Directors of the Company in
September  1990.

     Ronald  W.  Parker  was appointed President, and Chief Executive Officer of
the  Company  in  August 2002. Mr. Parker joined the Company in October 1992 and
was elected Executive Vice President, Chief Operating Officer, and a Director in
January  1993.  He  was  appointed  President in July 2000. From October 1989 to
September  1992,  he  was  Executive  Vice  President and General Manager of the
Bonanza  restaurant division of Metromedia Steakhouses, Inc. and its predecessor
Metsa,  Inc. From 1983 to 1989, Mr. Parker served in several executive positions
for USACafes, the franchisor of the Bonanza restaurant chain. From 1974 to 1983,
Mr.  Parker  served  in  several  executive  positions with Chart House, Inc., a
restaurant  company  with  more  than 600 units of various brands. He previously
worked  with  a  national  accounting  firm  from  1972 to 1974. Mr. Parker also
currently  serves  on  the  Board  of  Directors  of  the  Cotton  Bowl Athletic
Association,  the  Mississippi  State University Foundation, and the Mississippi
State  University Bulldog Club, Inc. Foundation. Mr Parker was previously on the
Board  of  Directors  of  the  Mississippi  State University Alumni Association.

     Ramon  D. Phillips is the former Chairman of the Board, President and Chief
Executive  Officer  of  Hallmark  Financial Services, Inc., a financial services
company.  He  served  as  Chairman,  President,  and  Chief Executive Officer of
Hallmark  from  1989 through 2000, and as Chairman through August 2001. Prior to
Hallmark,  Mr.  Phillips  had  over  fifteen  years  experience in the franchise
restaurant  industry,  serving  in  an  executive  position  with Kentucky Fried
Chicken  (1969-1974)  and Pizza Inn, Inc. (1974-1989). He was elected a Director
of  the  Company  in  1990.

     Butler  E.  Powell  is  Vice  President  of  Business Banking with Hibernia
National  Bank in Metairie, Louisiana.  He has served in various capacities with
the  bank  and its predecessors since 1983.  He graduated from Loyola University
in  New  Orleans  with BBA and MBA degrees and spent 3   years with the national
accounting firm Ernst and Ernst before entering the banking industry. Mr. Powell
was  former President and a Director of the New Orleans Athletic Club and served
on the Foundation Board of East Jefferson Hospital. He was elected a Director of
the  Company  in  January  1998.

     F.  Jay Taylor is an arbitrator in Ruston, Louisiana who is affiliated with
the  American Arbitration Association and the Federal Mediation and Conciliation
Service.  He formerly served as a Director of USACafes, Earth Resources, and Mid
South  Railroad.  He  was elected a director of First Guaranty Bank in 2001. Dr.
Taylor,  who  received  his Ph.D. from Tulane University, served as President of
Louisiana  Tech  University  from  1962  to  1987  and  currently  serves as its
President  Emeritus.  Mr.  Taylor was elected a Director of the Company in 1994.

     B.  Keith  Clark was appointed Senior Vice President- Corporate Development
in  October 2002. He joined the Company in February 1997 and was elected General
Counsel  and  Secretary  of  the  Company in March 1997.  From June 1994 through
February  1997,  he  was  Assistant  General  Counsel and Assistant Secretary of
American  Eagle  Group, Inc., a property and casualty insurance holding company.
From  January  1990 through May 1994, Mr. Clark was a corporate associate in the
Dallas  office  of  Akin,  Gump,  Strauss,  Hauer  & Feld, L.L.P., a diversified
international  law  firm.  Mr.  Clark was appointed a Director of the Company in
September  2002.  Mr.  Clark  has been a member of the Board of Directors of the
Visiting  Nurse  Association  of  Texas  since  1999  and  currently  serves  as
Vice-Chairman  of  the  Board.






                      BIOGRAPHIES OF NON-DIRECTOR OFFICERS

     Michael  L.  Iglesias was appointed Vice President of Franchise Development
in  May  2001.  From  May  1996  through  May 2001, he was Director of Franchise
Development  for  the Company. Prior to joining the Company, Mr. Iglesias was an
Area  Sales  Representative  for  TCBY  Systems,  Inc.

     Ward  T. Olgreen was appointed Senior Vice President of Concept Development
in July 2000. He was appointed Vice President of Concept Development in February
1999.  He  joined  the  Company  in  September  1991  and served in a variety of
operational positions until his appointment in January 1995 as Vice President of
International  Operations  and  Brand R& D. Mr. Olgreen was a Branch Manager for
GCS  Service,  Inc.,  a  restaurant  equipment  service provider, from June 1986
through  July  1991.

     Shawn  M.  Preator was appointed Chief Financial Officer and Vice President
of  Distribution  in  October 2002.  He was elected Vice President in June 2000.
He  was  elected  Controller,  Treasurer, and Assistant Secretary in April 1999.
Mr. Preator had been Assistant Controller for the Company since July 1998. Prior
to  joining  the  Company, Mr. Preator was a Senior Financial Analyst at LSG/Sky
Chefs,  an  international  airline  caterer,  from  September 1996 to July 1998.
Prior  to  September  1996,  Mr.  Preator worked for the accounting firm Ernst &
Young  LLP  in  its  audit  department.

     Brian L. Waters was appointed Vice President of Purchasing - Norco Division
in  September  2000.  He  joined  the  Company  in  August  1996  as Director of
Purchasing.  Prior  to  joining  the  Company,  Mr. Waters was Senior Purchasing
Manager  for  Fast  Food  Merchandisers  from  1993  to  1996.

     Susan  A.  Milliman was appointed Vice President of Recruiting and Employee
Services in July 2001. Ms. Milliman had been Director of Human Resources for the
Company  since  1996.  Prior  to  joining  the Company, Ms. Milliman was a Human
Resources  Generalist  for  Claim  Services  Resource  Group.

     Barry  L.  Hill  was  appointed Vice President of Training in May 2002. Mr.
Hill  had  been Director of Field Training and New Store Opening for the Company
since  1999. He joined the Company in 1998 as Training Manager. Prior to joining
the  Company,  Mr.  Hill  was Director of Training for Whataburger for 15 years.

     James D. Shoemake was appointed Vice President of Franchise Services in May
2002.  Mr.  Shoemake  had been Division Vice President of Traditional Operations
since  2000. He joined the Company in 1997 as a Franchise Operations Consultant.
Prior  to  joining  the  Company,  Mr.  Shoemake  was  an International Business
Consultant  for  European  and  Asian  Markets  for  Brice  Group,  Inc.

             SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

     The  following table sets forth certain information, as of October 1, 2002,
with  respect  to  the  beneficial ownership of Common Stock by: (a) each person
known  to  be  a  beneficial  owner of more than five percent of the outstanding
Common  Stock;  (b) each director, nominee director, and executive officer named
in  the section entitled "Summary Compensation Table"; and (c) all directors and
executive officers as a group (14 persons).  Except as otherwise indicated, each
of  the  persons  named in the table below is believed by the Company to possess
sole  voting  and  investment  power  with respect to the shares of Common Stock
beneficially  owned  by such person.  Information as to the beneficial ownership
of  Common  Stock  by  directors  and executive officers of the Company has been
furnished  by  the  respective  directors  and  executive  officers.


            Name                        Shares                          Percent
       and Address of                 Beneficially                      of Class
                                                                        --------
    5% Beneficial Owner                   Owned
     -------------------                  -----

C.  Jeffrey  Rogers  (a)
5529  St.  Andrews  Ct
Plano, Texas 75093                       3,650,790                       34.60%

Wells  Fargo  &  Company  (a)(b)
420  Montgomery  Street
San  Francisco,  CA  94104               2,908,239                       28.90%

Ronald  W.  Parker  (c)
3551  Plano  Parkway
The Colony, TX 75056                     1,266,985                       12.01%


Steve  A.  Ungerman  (c)(d)                 37,349               Less  than  1%
Butler  E.  Powell  (c)                     23,000               Less  than  1%
Bobby  L.  Clairday  (e)                    52,072               Less  than  1%
Ramon D. Phillips (c)(f)                    60,543               Less  than  1%
F.  Jay  Taylor  (c)                        20,000               Less  than  1%
B.  Keith  Clark  (c)(g)                   145,209                        1.43%
Ward  T.  Olgreen  (c)                     136,597                        1.35%
Shawn  M.  Preator  (c)                     51,693               Less  than  1%

All  Directors  and
Executive  Officers  as  a
Group  (h)                               1,868,714                       18.58%

(a)     Voting  rights for 2,905,000 shares directly held by Mr. Rogers are held
by  Wells  Fargo  &  Company  pursuant  to a Loan Agreement and Pledge Agreement
entered  into between Mr. Rogers and Wells Fargo Bank (Texas), N.A., an indirect
wholly  owned  subsidiary  of  Wells  Fargo  & Company, on June 2, 1997. See the
description  of  the  Loan  Agreement  and Pledge Agreement below for additional
information.  Shares  beneficially  owned  include  492,500  vested  options and
options  vesting  within  60  days  of  October  1,  2002.

(b)     Voting  rights  for  3,239  shares  are  held  in  customer or fiduciary
accounts in the ordinary course of business by Wells Fargo Bank Minnesota, N.A.,
an  indirect  wholly  owned  subsidiary  of  Wells  Fargo  &  Company.

(c)     Includes vested options and options vesting within 60 days of October 1,
2002  under the Company's stock option plans, as follows: 492,500 shares for Mr.
Parker;  22,650  shares  for  Mr. Phillips; 12,500 shares for Mr. Powell; 10,000
shares  for  Mr.  Taylor;  6,783 shares for Mr. Ungerman; 106,500 shares for Mr.
Clark;  76,500  shares  for  Mr.  Olgreen;  and  44,500  shares for Mr. Preator.

(d)     Includes  12,283  shares  for  which  Mr.  Ungerman  shares  voting  and
investment  power  with  his  wife.

(e)     Mr.  Clairday  shares voting and investment power for 18,200 shares with
his  wife.

(f)     Mr.  Phillips  shares  voting and investment power for 5,333 shares with
the  other  shareholders  of  Wholesale  Software  International,  Inc.

(g)     Includes  4,000  shares  held  by  K&A  Clark  Family  Partnership, L.P.

(h)     Excludes  vested  options,  options vesting within 60 days of October 1,
2002, and shares owned by Mr. Rogers who was a Director and an executive officer
until  August  21,  2002.

     The  Company  has been advised that Mr. Rogers has pledged 2,905,000 shares
(approximately  28.8%  of  the issued and outstanding shares of common stock) to
Wells  Fargo  Bank  (Texas),  N.A., an indirect wholly owned subsidiary of Wells
Fargo  & Company ("Wells Fargo Bank"), pursuant to a Pledge Agreement dated June
2,  1997,  as  amended, executed by Mr. Rogers in favor of Wells Fargo Bank. The
pledge  secures  a  $9,500,000  loan made by Wells Fargo Bank to Mr. Rogers. The
Company  is  further advised that the loan is currently in default. On September
30,  2002 Wells Fargo Bank notified the Company of its determination to exercise
its  right  to  control  voting rights with respect to the shares. On October 2,
2002, Wells Fargo Bank notified the Company of its determination to exercise its
rights  to  control  the disposition of the shares pursuant to a notification of
disposition  of  collateral  under  Article  9  of  the Uniform Commercial Code.


                COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

     The  Board consists of seven authorized directors as described in "Proposal
One:  Election  of  Directors"  on  page  2.

     The  Board  has  established  Audit,  Compensation, Executive, Finance, and
Stock  Award  Plan Committees. The Company does not have a Nominating Committee.
The  Audit Committee selects independent auditors and reviews audit results. The
Compensation  Committee  reviews  and  approves remuneration for officers of the
Company.  The  Finance  Committee  reviews  and  oversees  the Company's capital
structure  and  operating results. The Executive Committee considers business as
directed  by  the  Chairman  of  the  Board.  The  Stock  Award  Plan  Committee
administers the 1993 Stock Award Plan and the 1993 Outside Directors Stock Award
Plan.

     As of October 1, 2002, Messrs. Phillips, Powell, Taylor, and Ungerman serve
on  the  Audit  Committee;  Messrs.  Powell,  Taylor,  and Ungerman serve on the
Compensation  Committee;  Messrs.  Powell,  Ungerman,  and Clairday serve on the
Stock  Award Plan Committee; Messrs. Phillips, Parker, and Ungerman serve on the
Executive  Committee;  and Messrs. Parker, Phillips, Powell, and Taylor serve on
the  Finance  Committee.

     During  fiscal  year  2002,  the Board of Directors held four meetings. The
Audit  Committee  met  two  times,  the  Compensation  Committee  met  once, the
Executive Committee met ten times, and the Finance Committee met three times. In
addition,  the  Board  of  Directors  and  the Compensation and Stock Award Plan
Committees  took  several  actions  by  unanimous  written  consent  in  lieu of
meetings.  Each  of  the  directors attended at least three-fourths of the total
number  of  meetings  held  by  the Board and the committees on which he served.

                         COMPENSATION  OF  DIRECTORS

     A director who is an employee of the Company is not compensated for service
as  a  member  of  the Board of Directors or any Committee of the Board. Outside
directors receive an annual fee of $17,000 plus meeting fees equal to $1,000 per
Board  meeting  and  $250  per  Committee meeting attended.  The Chairman of the
Board  receives  an  additional  $6,000 annual fee for serving in that capacity.
Directors  are  also  reimbursed  for  Board  related  expenses.

     Under  the  1993  Outside  Directors  Stock Award Plan each elected outside
director  is  eligible  to  receive, as of the first day of the Company's fiscal
year,  options  for  Common  Stock equal to twice the number of shares of Common
Stock  purchased  during  the  preceding fiscal year or purchases by exercise of
previously granted options during the first ten days of the current fiscal year.
On the first day of the first fiscal year immediately following the day on which
an  outside  director  first  becomes eligible to participate in this plan, that
outside  director  shall  receive an option to acquire one share of Common Stock
for  each  share of Common Stock owned by such director on this first day of the
fiscal  year.  No  outside  director  shall be entitled to options for more than
20,000  shares  per  fiscal  year.  Stock options granted under the plan have an
exercise  price  equal  to  the  market price of the Common Stock on the date of
grant  and  are  first  exercisable  one  year  after  grant.

     Since  the  beginning  of  fiscal  year 2002, stock options were granted to
outside directors pursuant to such plan as follows: on June 25, 2001 options for
4,000 shares were granted to Mr. Powell at an exercise price of $2.12 per share.



                             AUDIT COMMITTEE REPORT

     The  Audit  Committee of the Board is responsible for providing independent
objective oversight of the Company's accounting functions and internal controls.
The  Audit  Committee is composed of four independent directors and acts under a
written  charter adopted and approved by the Board of Directors on May 23, 2000.
Each  of  the  members  of  the Audit Committee is independent as defined by the
National  Association  of Securities Dealters' listing standards.  A copy of the
Audit  Committee  Charter  has  been  previously  filed.  The Audit Committee is
currently  reviewing and revising its charter in light of the Sarbanes-Oxley Act
of  2002  and  other  recent  developments. The Board expects to adopt a revised
Audit  Committee  charter  in  the  near  future.

     The responsibilities of the Audit Committee include reviewing the financial
reports  and  other  financial  information  provided  by  the  Company  to  any
governmental  body  or  the  public;  the Company's systems of internal controls
regarding  finance,  accounting, legal compliance and ethics that management and
the  Board  have  established;  and  the  Company's  auditing,  accounting,  and
financial  reporting  processes  generally.  Consistent  with this function, the
Audit  Committee  encourages  continuous  improvement  of, and adherence to, the
Company's  policies,  procedures,  and  practices  at  all  levels.  The  Audit
Committee's  primary  duties  and  responsibilities  are  to:

- -    serve  as  an  independent  and  objective  party  to monitor the Company's
financial  reporting  process  and  internal  control  system,

- -     review  and  appraise  the  audit  efforts  of  the  Company's independent
accountants,  and

- -     provide an open avenue of communication among the independent accountants,
financial  and  senior  management,  and  the  Board  of  Directors.

     The  Audit Committee reviewed and discussed the Company's audited financial
statements  with  management.  The  Audit  Committee  also  discussed  with  the
independent  accountants  the  matters  required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees).  The Company's
independent  accountants  also  provided  to  the  Audit  Committee  the written
disclosures and the letter required by Independence Standards Board Standard No.
1  (Independence  Discussions  with  Audit  Committees), and the Audit Committee
discussed  with  the  independent  accountants  that  firm's  independence.

     The  Audit  Committee is responsible for recommending to the Board that the
Company's  financial  statements  be  included  in  the Company's annual report.
Based  on the discussions with the independent accountants concerning the audit,
the  financial  statement  review,  and  other  such matters deemed relevant and
appropriate by the Audit Committee, the Audit Committee recommended to the Board
that  the  June  30, 2002 financial statements be included in the Company's 2002
Annual  Report  on  Form  10-K.

     In accordance with the rules of the Securities and Exchange Commission, the
foregoing information, which is required by paragraphs (a) and (b) of Regulation
S-K  Item 306, shall not be deemed to be "soliciting material", or to be "filed"
with  Commission  or  subject  to the Commission's Regulation 14A, other than as
provided  in  that  Item,  or to the liabilities of Section 18 of the Securities
Exchange  Act  of  1934,  as  amended,  except  to  the  extent that the Company
specifically  requests that the information be treated as soliciting material or
specifically  incorporates  it  by  reference  into  a  document filed under the
Securities  Act  of 1933, as amended, or the Securities Exchange Act of 1934, as
amended.

                        SUBMITTED BY THE AUDIT COMMITTEE
                       OF THE COMPANY'S BOARD OF DIRECTORS

                       Dr.  F.  Jay  Taylor,  Chairman
                       Ramon  D.  Phillips
                       Steve  Ungerman
                       Butler  Powell

                           SUMMARY COMPENSATION TABLE

     The  following  table  sets  forth  the  annual  compensation  of the Chief
Executive  Officer and the other four most highly compensated executive officers
of the Company for the fiscal years ended June 30, 2002, June 24, 2001, and June
25,  2000  (designated  as  years  2002,  2001,  and  2000).



<PAGE>
<TABLE>
<CAPTION>


                        Annual Compensation                                                     Long-Term
                        -------------------                                                   Compensation
                                                                                                    Awards
                                                                                          -----------------
                                                                                             Securities Under-
        Name                                                                Other Annual         lying Options
(and Principal Position)              Year        Salary ($)    Bonus ($) Compensation ($) (a)   (# of shares)
- ------------------------  -----------------  ---------------  ----------  ---------------------  -------------
<S>                       <C>                <C>              <C>         <C>                    <C>
C. Jeffrey Rogers. . . .               2002  $       663,523  $  361,000  $             242,702              0
(Chief Executive . . . .               2001  $       619,424  $  475,000  $             263,233         62,500
Officer) . . . . . . . .               2000  $       590,144  $  550,000  $             262,882              0


Ronald W. Parker . . . .               2002  $       507,885  $  277,300  $             265,835              0
(President). . . . . . .               2001  $       473,892  $  275,000  $             203,945         62,500
                                       2000  $       445,379  $  262,500  $             210,584              0


B. Keith Clark (Senior .               2002  $       161,884  $   22,500  $                   0              0
Vice President and . . .               2001  $       148,538  $   22,000  $                   0         40,000
General Counsel) . . . .               2000  $       129,615  $   17,000  $                   0          5,000

Ward T. Olgreen. . . . .               2002  $       147,596  $   24,250  $                   0              0
(Senior Vice President .               2001  $       134,615  $   17,250  $                   0         37,500
of Concept . . . . . . .               2000  $       119,250  $    8,000  $                   0          2,500
Development)

Shawn M. Preator . . . .               2002  $       107,923  $    7,500  $                   0              0
(Vice President of . . .               2001  $        92,737  $   22,500  $                   0         36,000
Finance and Treasurer) .               2000  $        75,153  $    5,000  $                   0          5,000

</TABLE>

(a)     Mr.  Rogers  was  a  Director  and the Company's Chief Executive Officer
until  August  21,  2002.  See  "Severance  Agreement".

(b)     Includes:  for  Mr.  Rogers, life insurance benefits (which includes the
payment  of  related  taxes)  of  $86,489  in 2002, 2001, and 2000, supplemental
retirement  benefits (which includes the payment of related taxes) of $43,860 in
2002, 2001, and 2000, and life and disability insurance benefits (which includes
the  payment  of  related  taxes)  of  $43,860  in 2002, 2001, and 2000; for Mr.
Parker, life insurance benefits (which includes the payment of related taxes) of
$77,546  in 2002 and 2001, and $74,037 in 2000, supplemental retirement benefits
(which  includes  the  payment  of  related taxes) of $43,860 in 2002, 2001, and
2000,  and life and disability insurance benefits (which includes the payment of
related  taxes)  of  $43,860  in  2002,  2001,  and  2000.

              AGGREGATED  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR
                      AND  FISCAL  YEAR-END  OPTION  VALUES

     The  following  table  sets  forth  information  regarding  stock  options
exercised  during fiscal year 2002 and unexercised stock options held at the end
of  fiscal  year  2002  by  the  Chief Executive Officer and the other four most
highly  compensated executive officers of the Company. The closing bid price for
the  Company's  Common  Stock,  as  reported  by  the  National  Association  of
Securities  Dealers  Automated Quotation System, was $1.28 on June 28, 2002, the
last  trading  day  of  the  Company's  fiscal  year.




                                                                       Value  of
                                               Number  of            Unexercised
                                               Unexercised          In-the-Money
                                               Options  at           Options  at
                     Shares                    Fiscal  Year  End    Fiscal  Year
                 Acquired on    Value Realized Exercisable/    End (Exercisable/
Name            Exercise  (#)        ($)       Unexercisable)(#)  Unexercisable)
- --------       -------------    -------------- ----------------  ---------------
C. Jeffrey Rogers (a)    --             --          492,500  (e)       $     -0-
                                                        -0-  (u)       $     -0-

Ronald  W.  Parker       --             --          492,500  (e)       $     -0-
                                                        -0-  (u)       $     -0-

B.  Keith  Clark         --             --          106,500  (e)       $     -0-
                                                        -0-  (u)       $     -0-

Ward  T.  Olgreen        --             --           76,500  (e)       $     -0-
                                                        -0-  (u)       $     -0-

Shawn  M.  Preator       --             --           44,500  (e)       $     -0-
                                                        -0-  (u)       $     -0-

(a)     Mr.  Rogers  was  a  Director  and the Company's Chief Executive Officer
until  August  21,  2002.  See  "Severance  Agreement"  below

(e)     Denotes  exercisable  options.
(u)     Denotes  unexercisable  options.


                         OPTION GRANTS IN LAST FISCAL YEAR


     The  following table sets forth information regarding stock options granted
during fiscal year 2002, pursuant to the Company's 1993 Stock Award Plan, to the
Chief  Executive  Officer  and  the other four most highly compensated executive
officers  of  the  Company.


<TABLE>
<CAPTION>



                                                         Potential Realizable Value at
                                                       Assumed Annual Rates of Stock
                                                       Price Appreciation for Option
Individual Grants                                                   Term
- -----------------                                       -----------------------------
                                        % of Total Options
                                            Granted to    Exercise
                              Options      Employees in    Price    Expiration
Name                          Granted       Fiscal Year   ($/Share)     Date     5%   10%
- -----------------          --------------  ------------  ---------  ----------  --   ---
<S> <C>          <C>           <C>        <C>         <C>  <C>  <C>  <C>  <C>
C. Jeffrey Rogers                -0-            -              -          -       -    -


Ronald W. Parker                 -0-            -              -          -       -    -


B. Keith Clark                   -0-            -              -          -       -    -


Ward T. Olgreen                  -0-            -              -          -       -    -


Shawn M. Preator                 -0-            -              -          -       -    -



</TABLE>


     COMPENSATION  COMMITTEE  AND  STOCK  AWARD  PLAN  COMMITTEE
                        REPORT ON EXECUTIVE COMPENSATION

     The  Compensation Committee of the Board of Directors is comprised of three
independent,  non-employee directors.  The Compensation Committee is responsible
for  establishing  the  level  of  compensation of the executive officers of the
Company.  The Stock Award Plan Committee, which administers the 1993 Stock Award
Plan,  is  also  composed  of  three  independent,  non-employee  directors.

The Compensation Committee, the Stock Award Plan Committee, and the Board expect
to  amend  the  charters  of the Compensation Committee and the Stock Award Plan
Committee to the extent necessary to conform to the Committees' responsibilities
to  the  revised standards of Nasdaq, new rules adopted and to be adopted by the
Securities and Exchange Commission, and the provisions of the Sarbanes-Oxley Act
of  2002.

     In  its  administration  and periodic review of executive compensation, the
Compensation  Committee  believes  in  aligning  the  interests of the executive
officers  with  those  of  the  Company's shareholders.  To accomplish this, the
Compensation  Committee  seeks  to structure and maintain a compensation program
that  is directly and materially linked to operating performance and enhancement
of  shareholder  value.

     The Company intends for all compensation paid to its executives to be fully
deductible  under  federal  income  tax  laws.  Recently  adopted changes to the
Internal Revenue Code impose certain limitations on compensation in excess of $1
million  per  year paid to executives.  The Compensation Committee believes that
performance  based  bonuses  and stock options granted to its executive officers
will  continue  to  be  fully  deductible.


CHIEF  EXECUTIVE  OFFICER

     The  salary  and bonus of C. Jeffrey Rogers, Chief Executive Officer of the
Company  through  August  21,  2002,  is set forth in his most recent Employment
Agreement,  effective  as  of  July  1,  1999,  as  amended  on  April 20, 2001.

     In  reviewing  Mr.  Rogers' agreement, the Compensation Committee found his
base  salary  and  bonus  to  be  in  line  with  compensation packages of chief
executive  officers  at similar companies.  The bonus program established in Mr.
Rogers'  agreement  was  based  on the Company meeting specified targets for new
store  openings, pre-tax net income growth, sales for the distribution division,
the  ratio  of general and administrative expenses to total revenue, and pre-tax
operating  cash  flow.  Termination  provisions  were  found  to  be  industry
competitive  and  in  line  with  historical  performance  and  expected  future
contributions  as  well  as helping to ensure his continued leadership.  See the
section  entitled  "Executive  Employment  Contracts".

EXECUTIVE  OFFICERS

     Salaries  of  the  executive  officers,  excluding Mr. Rogers, are reviewed
annually  and  adjusted  based  on  competitive  practices,  changes in level of
responsibilities  and, in certain cases, individual performance measured against
goals.  The  Compensation  Committee  strongly  believes  that  maintaining  a
competitive  salary  structure  is  in  the  best  interest of shareholders.  It
believes  the  Company's  long-term  success in its marketplace is best achieved
through  recruitment  and retention of high caliber executives who are among the
most  skilled  and  talented  in  the  industry.

     Bonus  targets for the four most highly paid executive officers, other than
the  Chief  Executive  Officer,  are  set annually.  Mr. Parker's 2002 bonus was
based  on  individual  performance  and  targets  related  to  the  Company's
profitability,  cash  flow and debt repayments.  The 2002 bonuses for Mr. Clark,
Mr.  Olgreen,  and  Mr. Preator were based on individual performance and targets
related  to  operating  profitability  of  the  Company  for  the  fiscal  year.

STOCK  OPTIONS

     The  Compensation  Committee  and  Stock  Award Plan Committee believe that
equity  ownership  motivates  officers  and  employees  to  provide  effective
leadership  that  contributes  to  the  Company's long-term financial success as
measured  by  appreciation in its stock price.  The Company established the 1993
Stock Award Plan for the purpose of aligning employee and shareholder interests.
Under  this  plan,  stock  options  are  granted  from  time  to time to certain
executive  officers,  as  well  as  other  employees,  based upon their relative
positions and responsibilities, as well as historical and expected contributions
to  Company  growth.

     Submitted  by  the:

           COMPENSATION  COMMITTEE     STOCK  AWARD  PLAN  COMMITTEE

                    F.  Jay  Taylor             Bobby  L.  Clairday
                    Steve  A.  Ungerman         Butler  E.  Powell
                    Butler  E.  Powell          Steve  A.  Ungerman



                         EXECUTIVE EMPLOYMENT CONTRACTS

     C.  Jeffrey  Rogers  and  the Company entered into an Employment Agreement,
executed  October  1, 1999 and effective as of July 1, 1999, and an Amendment to
the  Employment  Agreement executed April 20, 2001, for a term to extend through
June  30, 2004. Mr. Rogers' employment agreement terminated upon his resignation
from  the  Company  on  August  21,  2002.  Certain benefits and payments to Mr.
Rogers' provided for in the agreement ceased at that time. See the section below
entitled  "Severance  Agreement".

     Ronald  W.  Parker  and  the  Company entered into an Employment Agreement,
executed  October  1,  1999  and  effective  as of July 1, 1999, for a term that
currently  extends  through  June  30,  2004.  The  agreement  provides that Mr.
Parker's  compensation  will  be  determined  each  year  by  the  Compensation
Committee.

B.  Keith  Clark  and  Ward T. Olgreen each entered into an Employment Agreement
with  the  Company  on  October 17, 2001, with each such agreement having a term
that  currently  extends  through  December  31,  2002.  Each  of the agreements
provides  that  the executive's compensation will be determined each year by the
Compensation  Committee.

     Mr.  Parker,  Mr.  Clark,  or  Mr.  Olgreen  may terminate their respective
agreements  at  any  time  within  six months after a "change in control" of the
Company  occurs  or  within  twelve  months  under certain circumstances after a
change in control of the Company occurs.  Change in control is defined as: (a) a
transfer  of substantially all of the assets of the Company to any person, group
or  entity  other  than  a  person,  group  or  entity that is controlled by the
executive;  (b)  the  Company is merged with or into another corporation and the
stockholders of the Company prior to such merger own less than 50% of the voting
stock  of  the  Company  or other surviving corporation after the merger; (c) an
unapproved  change in the majority of the Company's Board of Directors; or (d) a
person,  entity or group (other than (i) the Company or (ii) an employee benefit
plan  sponsored  by the Company) acquires 50% or more of the voting stock of the
Company.  If the Company terminates Mr. Parker's employment without cause, or if
Mr.  Parker  terminates  his  employment  upon a "change in control," he will be
entitled  to  a  lump  sum  payment  equal to three times (i) his highest annual
salary  over  the  last  three  years plus (ii) the highest bonus and other cash
compensation  received by Mr. Parker during the last three years. If the Company
terminates  Mr. Clark's employment without cause, or if Mr. Clark terminates his
employment upon a "change of control", he will be entitled to a lump sum payment
equal  to  two  times  the base amount of his annual compensation, as calculated
according  to  Section  280G  of  the  Internal  Revenue  Code.  If  the Company
terminates  Mr. Olgreen's employment without cause, or if Mr. Olgreen terminates
his  employment  upon  a  "change of control", he will be entitled to a lump sum
payment  equal  to  two  times  the  base  amount of his annual compensation, as
calculated  according  to  Section  280G  of  the  Internal  Revenue  Code. Each
agreement  includes  a  noncompetition  covenant  that  would apply for a stated
number  of  years  after  termination of employment. The number of years for the
non-competition  covenant  is  three  years for Mr. Parker and two years for Mr.
Clark  and  Mr.  Olgreen.

                               SEVERANCE AGREEMENT

     On  August  21,  2002,  Mr. Rogers and the Company entered into a Severance
Agreement and Release (the "Severance Agreement") in connection with Mr. Rogers'
resignation  of  this  position as a Director and Chief Executive Officer of the
Company.  Pursuant  to  the terms of the Severance Agreement, Mr. Rogers agreed,
among  other  things, to (1) generally release the Company from potential claims
that  he  might  have  against  the  Company,  (2)  not  disclose  the Company's
confidential  information,  and (3) repay a bonus of approximately $120,000 that
was  paid  to  him  in  error.  In  return, the Company agreed to pay Mr. Rogers
approximately  $446,000,  consisting  of  accrued  vacation, severance pay, life
insurance  premiums,  executive  recruiting assistance, and legal fees, plus the
amount  of  any  unpaid  salary  through  August  21,  2002.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  October  6,  1999,  the Company loaned C. Jeffrey Rogers, the Company's
Chief  Executive  Officer, approximately $1.95 million to acquire 700,000 shares
of  the  Company's  Common  Stock  through  the exercise of vested stock options
previously  granted  to him by the Company. The interest rate on the loan is the
same  floating  interest rate the Company pays on its credit facility with Wells
Fargo  (Texas),  N.  A.  ("Wells Fargo"). As collateral for the loan, Mr. Rogers
granted  the  Company  a second lien on 2,749,000 shares of the Company's Common
Stock  and certain real property. The Company has agreed to subordinate its loan
to  an existing personal loan made by Wells Fargo to Mr. Rogers. The Wells Fargo
loan  is  secured  by a first lien on the collateral pledged to the Company. The
principal  amount  outstanding  at  all  times  during  the  fiscal  year  was
approximately  $1,949,000.  In  August  2002,  the Board, based upon a review of
certain  financial  information  provided  by  Mr.  Rogers,  determined that the
collection  of  the promissory note is doubtful. The Company recorded the charge
in  the  fourth  quarter  of  fiscal  2002  to  fully  reserve  for the possible
nonpayment.  The  Company intends, to the extent legally permissible, to enforce
this  obligation  under  the  relevant  terms  of the promissory note and pledge
agreement.

     On  October  6,  1999,  the  Company loaned Ronald W. Parker, the Company's
President and Chief Operating Officer, approximately $560,000 to acquire 200,000
shares  of  the  Company's  Common  Stock  through  the exercise of vested stock
options  previously  granted to him by the Company. On July 7, 2000, the Company
loaned Mr. Parker approximately $302,000 to acquire an additional 200,000 shares
of  the  Company's  Common  Stock  through  the exercise of vested stock options
previously  granted to him by the Company. The interest rate on the loans is the
same  floating  interest rate the Company pays on its credit facility with Wells
Fargo.  As  collateral for the loans, Mr. Parker granted the Company (i) a first
lien  on  100,000  previously purchased shares of the Company's Common Stock and
certain  real  property,  and  (ii)  a  second  lien  in certain additional real
property.  After the July 7 loan, the principal amount outstanding was $862,000.
On  October  30, 2000, Mr. Parker paid the Company approximately $165,000 of the
principal  amount  of  the  loans,  leaving  a current principal loan balance at
fiscal  year  end  of  approximately  $696,000.

     The  Board  of  Directors  approved  each loan, with the specific terms and
collateral  being  approved  by  the  Compensation  Committee.

     Bobby  L.  Clairday  is  President  and  sole  shareholder of Clairday Food
Services,  Inc.  and is sole shareholder of Advance Food Services, Inc., both of
which  are franchisees of the Company.  Mr. Clairday also holds area development
rights  in  his  own  name.  Mr.  Clairday  currently operates 12 restaurants in
Arkansas,  either  individually  or  through  the  corporations noted above.  As
franchisees,  the  two  corporations purchase a majority of their food and other
supplies  from  the  Company's  distribution  division.  In  fiscal  year  2002,
purchases  by  these  franchisees made up 5.57% of the Company's food and supply
sales,  and royalties, license fees, and area development fees from Mr. Clairday
and  such  franchisees  made  up  3.38%  of  the  Company's  franchise revenues.

                              INDEPENDENT AUDITORS

     The  Audit  Committee  has  selected  PricewaterhouseCoopers  LLP certified
public  accountants  as  the independent auditors of the Company for fiscal year
2003.  A  representative  of  PricewaterhouseCoopers  LLP will be present at the
Annual  Meeting, will be available to respond to appropriate questions, and will
have  an  opportunity  to  make  a  statement.

     AUDIT  FEES.  The  aggregate  fees billed by PricewaterhouseCoopers LLP for
professional  services  rendered for the audit of the Company's annual financial
statements  for  the  year  ended June 30, 2002 and the reviews of the financial
statements  included  in  the  Company's  Forms 10-Q for that year were $93,126.

     FINANCIAL  INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES. During fiscal
year  2002,  PricewaterhouseCoopers  LLP  did  not  bill  the  Company  for  any
professional  services  for  financial  information  systems  design  and
implementation.


     ALL  OTHER  FEES.  All  other fees billed by PricewaterhouseCoopers LLP for
fiscal  year  2002  totaled $41,303, including audit-related services of $14,455
and non-audit services of $26,848. Non-audit services generally include fees for
cost  segregation  analysis,  tax  return  preparation, foreign tax analysis and
calculation,  and  review  of  the  Company's  Franchise  Offering  Circular.


     In considering and authorizing these payments to PricewaterhouseCoopers LLP
for  services  unrelated  to performance of the audit of the Company's financial
statements,  the  Audit  Committee  has  determined  that  the  cost segregation
analysis services, tax return preparation, foreign tax analysis and calculation,
and  review  of  the  Company's  franchise  offering  circular  undertaken  by
PricewaterhouseCoopers  LLP  are  not  inconsistent  with its performance of the
audit  and  financial  statement  review  functions  and  are  compatible  with
maintaining  its  independence.

                             STOCK PERFORMANCE GRAPH

     The following graph compares the cumulative annual total shareholder return
(change  in  share  price  plus  reinvestment of any dividends) on the Company's
Common  Stock  versus  two  indexes  for  the past five fiscal years.  The graph
assumes $100 was invested on the last trading day of the fiscal year ending June
29, 1997.   Prior to the first quarter of fiscal year 1998 and subsequent to the
second  quarter  of  fiscal year 2001, the Company did not pay cash dividends on
its  Common  Stock  during  the  applicable period.  The Dow Jones Equity Market
Index is a published broad equity market index.  The Dow Jones Entertainment and
Leisure  Restaurant  Index  is  compiled  by Dow Jones and Company, Inc., and is
comprised  of  seven public companies, weighted for the market capitalization of
each  company,  engaged  in  restaurant  or related businesses (CKE Restaurants,
Inc.,  Brinker  International,  Inc.,  Cracker  Barrel  Old Country Store, Inc.,
Darden  Restaurants,  Inc.,  McDonald's  Corporation, Tricon Global Restaurants,
Inc.,  and  Wendy's  International,  Inc.).
<TABLE>
<CAPTION>

PIZZA  INN  INC  NEW


                                                            Cumulative Total Return
                                      6/29/1997   6/28/1998  6/27/1999  6/25/2000  6/24/2001  6/30/2002
<S>                     <C>                      <C>        <C>        <C>        <C>        <C>


PIZZA INN, INC.. . . .                   100.00     144.73     101.20     109.20      70.16      41.39
DOW JONES TOTAL MARKET                   100.00     128.24     148.74     168.12     143.54     118.19
DOW JONES RESTAURANTS.                   100.00     128.94     143.66     113.58     116.49     138.17

</TABLE>






<PAGE>
                      COMPLIANCE WITH SECTION 16(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     Section  16(a)  of the Securities Exchange Act of 1934 ("Act") requires the
Company's executive officers and directors and the persons who own more than ten
percent  of  the  Company's Common Stock to file initial reports of ownership of
Common  Stock  and  reports  of  changes  of  ownership  with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc. and
to  furnish the Company with copies of such reports.  The Company believes that,
during  the  preceding  fiscal  year,  all  of the Company's executive officers,
directors  and  holders  of  more  than 10% of its Common Stock timely filed all
reports  required  by  Section  16(a)  of  the  Act.

                              SHAREHOLDER PROPOSALS

     If  a  shareholder  wishes  to  present a proposal at the Annual Meeting of
Shareholders  tentatively  scheduled for December 18, 2003, the shareholder must
deliver his or her proposal to the Company at its principal executive offices no
later  than  July  8,  2003,  in such form as required under rules issued by the
Securities  and  Exchange Commission, in order to have that proposal included in
the  proxy  materials  of  the  Company for such Annual Meeting of Shareholders.

     If a shareholder wishes to present a proposal at the 2003 Annual Meeting of
Shareholders,  but  does not wish to include the proposal in the proxy materials
of  the  Company  for  such Annual Meeting of Shareholders, the shareholder must
notify  the Company in writing of his or her intent to make such presentation no
later  than  September  21, 2003 or the Company shall have the right to exercise
its discretionary voting authority when such proposal is presented at the Annual
Meeting  of  Shareholders,  without including any discussion of that proposal in
the  proxy  materials  for  the  Annual  Meeting.

                                  MISCELLANEOUS

     The  accompanying  proxy  is  being  solicited  on  behalf  of the Board of
Directors  of  the Company.  The expense of preparing, printing, and mailing the
proxy  and  the  material  used in the solicitation thereof will be borne by the
Company.  In  addition  to  the  use  of  the mails, proxies may be solicited by
directors,  officers,  and  employees  of  the  Company  by  personal interview,
telephone  or  telefax.  Arrangements may also be made with brokerage houses and
other  custodians,  nominees  and fiduciaries for the forwarding of solicitation
materials  to the beneficial owners of stock held of record by such persons, and
the  Company  may  reimburse  them for reasonable out-of-pocket expenses of such
solicitation.

     A  COPY  OF  THE  COMPANY'S  ANNUAL REPORT ON FORM 10-K EXCLUDING EXHIBITS,
DATED  SEPTEMBER  27,  2002,  IS BEING FURNISHED TO SHAREHOLDERS WITH THIS PROXY
STATEMENT.  COPIES  OF  SUCH EXHIBITS WILL BE FURNISHED UPON WRITTEN REQUEST AND
UPON  REIMBURSEMENT  OF  THE  COMPANY'S  REASONABLE EXPENSES FOR FURNISHING SUCH
EXHIBITS.  REQUESTS  SHOULD BE ADDRESSED TO PIZZA INN, INC., 3551 PLANO PARKWAY,
THE  COLONY,  TEXAS  75056,  ATTENTION:  CORPORATE  SECRETARY.

<PAGE>


<PAGE>

     This  Proxy,  when  properly  executed, will be voted by the Proxies in the
manner  designated  below.  If this Proxy is returned signed but without a clear
voting  designation,  the  Proxies  will  vote  FOR  Item  1.

                                                         Please mark your
                                                         Votes as indicated
                                                         IN THIS  EXAMPLE.
                                                             [ X ]

THE  BOARD  OF  DIRECTORS  RECOMMENDS  A  VOTE  FOR  ITEM  1.
Item  1.     ELECTION  OF  CLASS  I  DIRECTORS.
             Nominees: Bobby L. Clairday, Ronald  W.  Parker,
                       Ramon  D.  Phillips,  Butler  E.  Powell
             WITHHELD
     FOR     FOR  ALL     WITHHELD  FOR: (Write that nominee's name in the space
    [  ]       [  ]                       provided  below).



                                   If  you  plan  to  attend  the  Annual
                                   Meeting,  please  mark  the  WILL
                                   ATTEND  block.


                                                       WILL
                                                       ATTEND



                                   Date:           ,  2002

                                   Signature

                                   Signature  if  held  jointly

                                   NOTE:  Please  sign  as  name appears hereon.
                                   Joint  owners  should  each  sign.  When
                                   signing as attorney, executor, administrator,
                                   trustee,  or  guardian, please give
                                   full  title  as such.



                              FOLD AND DETACH HERE

PROXY

     (1)     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                                 PIZZA INN, INC.

                               3551 PLANO PARKWAY
                             THE COLONY, TEXAS 75056

               ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 18, 2002



<PAGE>
     The  undersigned,  revoking  all  proxies heretofore given, hereby appoints
Shawn  M.  Preator  and  B.  Keith  Clark,  or either of them, as proxies of the
undersigned,  with  full  power  of  substitution and resubstitution, to vote on
behalf of the undersigned the shares of Pizza Inn, Inc. (the "Company") that the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at  10:00  a.m.,  Dallas time, on Wednesday, December 18, 2002, at the Company's
corporate  offices,  3551  Plano  Parkway,  The  Colony, Texas 75056, and at all
adjournments  thereof,  as fully as the undersigned would be entitled to vote if
personally  present,  as  specified on the reverse side of this card and on such
other  matters  as  may  properly  come  before  the meeting or any adjournments
thereof. In their discretion, the Proxies are authorized to vote upon such other
business  as  may  properly  come  before  the  meeting.












</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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