SECOND  AMENDED  AND  RESTATED  LOAN  AGREEMENT
     -----------------------------------------------


     THIS  SECOND  AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement"), dated
                                                              ---------
as  of  March 31, 2000, is between PIZZA INN, INC., a corporation duly organized
and  validly  existing under the laws of the State of Missouri (the "Borrower"),
                                                                     --------
and  WELLS  FARGO  BANK  (TEXAS),  NATIONAL ASSOCIATION, formerly known as First
Interstate  Bank  of  Texas,  N.A.  (the  "Bank").
                                           ----

     R  E  C  I  T  A  L  S:
     ----------------------

     WHEREAS,  the  Bank  and  The  Provident  Bank  (collectively,  the  "Prior
                                                                           -----
Lenders"),  and  the  Borrower  have  previously  entered  into  the  Prior Loan
Agreement  (as  defined  herein);  and

     WHEREAS,  the  Bank  acquired  all  of  the  rights  and obligations of The
Provident  Bank  under  the  Prior  Loan  Agreement  and  became the sole lender
thereunder;  and

     WHEREAS, the Borrower and the Bank entered into the Existing Loan Agreement
(as  defined  herein), pursuant to which (a) the existing principal indebtedness
under  the  Prior  Loan  Agreement  in  the approximate amount of $6,900,000 was
renewed,  extended  and restructured as a revolving credit loan in an amount not
to exceed Nine Million Five Hundred Thousand Dollars ($9,500,000) outstanding at
any  time,  and  (b)  the  Prior  Loan Agreement was amended and restated in its
entirety  by  the  Existing  Loan  Agreement;  and

     WHEREAS,  the Borrower has requested (a) that the existing revolving credit
loan  under  the Existing Loan Agreement in an amount not to exceed Nine Million
Five  Hundred  Thousand Dollars ($9,500,000) be renewed and extended, (b) that a
new  term  loan  in an amount not to exceed Five Million Dollars ($5,000,000) be
made  to  the  Borrower,  (c)  that  a  new  real estate loan in an amount to be
determined  by  the  Bank  be made by the Bank to the Borrower, and (d) that the
Existing Loan Agreement be amended and restated in its entirety by entering into
this  Agreement;  and

     WHEREAS,  the  Borrower  and  the Bank are willing to amend and restate the
Existing  Loan  Agreement  in  its  entirety  upon  and  subject  to  the terms,
conditions  and  provisions  of  this  Agreement;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein  contained,  the  parties  hereto  agree  as  follows:


<PAGE>


     -62-



     ARTICLE  I

     Definitions
     -----------

     Section I.1     Definitions.  As used in this Agreement,
                     -----------
     the  following  terms  have  the  following  meanings:

     "AAA"  has  the  meaning  set  forth  in  Section  14.16(b).
      ---                                      -----------------

     "Additional  Costs"  has  the  meaning  set  forth  in  Section  6.2.
      -----------------                                      ------------

     "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 the Bank 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 the Existing Loans and any advance of funds by the Bank to
      -------
the  Borrower  pursuant  to  Article  II,  Article  III  or  Article  IV and the
                             -----------   ------------      -----------
Continuation  or  Conversion  thereof  pursuant  to  the  provisions  hereof.

     "Advance  Request  Form" means, a certificate, in substantially the form of
      ----------------------
Exhibit  C  hereto,  properly  completed and signed by the Borrower requesting a
 ---------
Revolving  Credit  Advance  or  the  Term  Loan  Advance.

     "Affiliate"  means, as to any Person, any other Person (a) that directly or
      ---------
indirectly, through one or more intermediaries, controls or is controlled by, or
is  under  common  control  with,  such  Person; (b) that directly or indirectly
beneficially  owns  or  holds  five  percent (5%) or more of any class of voting
stock  of  such  Person; or (c) five percent (5%) or more of the voting stock of
which  is  directly  or  indirectly  beneficially owned or held by the Person in
question.  The  term  "control" means possession, directly or indirectly, of the
                       -------
power  to  direct or cause direction of the management and policies of a Person,
whether  through  the ownership of voting securities, by contract, or otherwise;
provided,  however,  in  no  event  shall the Bank be deemed an Affiliate of the
Borrower  or  any  of  its  Subsidiaries.

     "Applicable  Lending  Office"  means, for each Type of Advance, the lending
      ---------------------------
office  of  the  Bank  (or  of an Affiliate of Bank) designated for such Type of
Advance  below  its  name  on the signature pages hereof or such other office of
Bank  (or  of an Affiliate of Bank) as Bank 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.


<PAGE>
     "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.

     "Authorized Officer" means the chief executive officer, the chief operating
      ------------------
officer,  the  chief  financial  officer,  the  controller or the secretary of a
corporation.

     "Basle  Accord"  means,  the  proposals  for  risk-based  capital framework
      -------------
described  by  the  Basle  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.

     "Capital  Expenditures" means expenditures of Borrower and the Subsidiaries
      ---------------------
in  respect of the purchase or other acquisition of fixed or capital assets less
the  amounts  expended in connection with the construction on the Real Property.

     "Capital  Lease  Obligations"  means,  as to any Person, the obligations of
      ---------------------------
such  Person  to  pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property, which obligations are
required  to  be  classified  and  accounted for as a capital lease on a balance
sheet  of such Person under GAAP.  For purposes of this Agreement, the amount of
such  Capital  Lease  Obligations  shall  be  the  capitalized  amount  thereof,
determined  in  accordance  with  GAAP.

     "Change  of  Control" means (a) the merger or consolidation of the Borrower
      -------------------
with  any  other corporation with the effect that the then existing shareholders
of  the  Borrower  will  hold  less than fifty percent (50%) of the total voting
power of the surviving corporation, (b) the acquisition of at least thirty-three
and  one-third  percent  (33  1/3%)  of  the voting power or voting stock of the
Borrower  by  any  Person  or  related group of Persons other than the executive
officers of the Borrower, (c) the sale, transfer, or disposition of common stock
by Mr. C. Jeffrey Rogers such that his beneficial interest in the Borrower falls
below  fifteen  percent  (15%) of the issued and outstanding common stock of the
Borrower, (d) C. Jeffrey Rogers shall cease to be the chief executive officer of
the  Borrower  unless Ronald Parker assumes and remains in the position of chief
executive officer of the Borrower, or (e) Ronald Parker shall cease to be either
the  chief  executive  officer  or  chief  operating  officer  of  the Borrower.

     "Closing  Date"  has  the  meaning  set  forth  in  Section  8.4.
      -------------                                      ------------

<PAGE>
     "Code"  means  the  Internal  Revenue  Code  of  1986,  as amended, and the
      ----
regulations  promulgated  and  rulings  issued  thereunder.
      -

     "Collateral"  has  the  meaning  set  forth  in  Section  7.1.
      ----------                                      ------------

     "Commitment  Fee  Rate"  means,  at such times and from time to time as the
      ---------------------
relevant Funded Debt Ratio is in one of the following ranges, the percentage per
annum  set  forth  opposite  such  Funded  Debt  Ratio:





FUNDED  DEBT  RATIO                              COMMITMENT  FEE  RATE
-------------------                            -----------------------

Less  than  2.0  to  1.0                                       0.375%
------------------------                                     --------

2.0  to  1.0  or  greater  and  less  than  2.5  to  1.0       0.375%
--------------------------------------------------------     --------

2.5  to  1.0  or  greater  and  less  than  3.0  to  1.0       0.375%
--------------------------------------------------------     --------

3.0  to  1.0  or  greater  and  less  than  3.5  to  1.0       0.50%
--------------------------------------------------------     -------

3.5  to  1.0  or  greater                                      0.50%
-------------------------                                    -------





     "Consolidated  Assets" means, at any particular time, all amounts which, in
      --------------------
conforming  with the GAAP, would be included as assets on a consolidated balance
sheet  of  Borrower  and  the  Subsidiaries.

     "Consolidated  Current  Assets"  means, at any particular time, all amounts
      -----------------------------
which,  in  conformity  with  GAAP,  would  be  included  as current assets on a
consolidated  balance  sheet of the Borrower and the Subsidiaries, excluding any
prepaid  expenses.

     "Consolidated  Current  Liabilities"  means,  at  any  particular time, all
      ----------------------------------
amounts which, in conformity with GAAP, would be included as current liabilities
on  a  consolidated  balance  sheet  of  the  Borrower  and  the  Subsidiaries.

     "Consolidated  Liabilities"  means,  at  any  particular  time, all amounts
      -------------------------
which,  in  conformity  with  GAAP,  would  be  included  as  liabilities  on  a
consolidated  balance  sheet  of  the  Borrower  and  the  Subsidiaries.

     "Consolidated  Net  Income" means, for any period, the aggregate net income
      -------------------------
(or  net  loss)  of the Borrower and the Subsidiaries on a consolidated basis as
determined  in  accordance  with  GAAP.


<PAGE>
     "Construction  Loan  Agreement" means a construction loan agreement between
      -----------------------------
the  Borrower  and  the  Bank  executed in connection with the Real Estate Loan,
together  with  all  amendments,  modifications  and  supplements  thereto.

     "Continue," "Continuation," and "Continued" shall refer to the continuation
      --------    ------------        ---------
pursuant to Section 6.1 of 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  Article  VI  of  one Type of Advance into another Type of Advance.
              -----------

     "Current  Ratio"  means,  at any particular time, the ratio of Consolidated
      --------------
Current  Assets  to  Consolidated  Current  Liabilities.

     "Debt"  means, as to any Person at any time (without duplication):  (a) all
      ----
obligations  of  such  Person  for  borrowed  money, (b) all obligations of such
Person  evidenced by bonds, notes, debentures, or other similar instruments, (c)
all obligations of such Person to pay the deferred purchase price of property or
services,  except  trade accounts payable of such Person arising in the ordinary
course  of business that are not past due by more than ninety (90) days, (d) all
Capital  Lease  Obligations  of  such  Person,  (e)  all  indebtedness  or other
obligations  of others Guaranteed by such Person, (f) all obligations secured by
a Lien existing on property owned by such Person, whether or not the obligations
secured  thereby  have  been  assumed  by such Person or are non-recourse to the
credit of such Person, (g) all reimbursement obligations of such Person (whether
contingent  or otherwise) in respect of letters of credit, bankers' acceptances,
surety  or  other bonds and similar instruments, and (h) all liabilities of such
Person  in  respect  of  unfunded  vested  benefits  under  any  Plan.

     "Deed  of  Trust"  means a deed of trust and security agreement executed by
      ---------------
Borrower  in favor of the Bank in connection with the Real Estate Loan, together
with  all  amendments,  modifications  and  supplements  thereto.

     "Default"  means  an  Event  of  Default  or  the occurrence of an event or
      -------
condition  which  with  notice or lapse of time or both would become an Event of
Default.

     "Default  Rate" means the lesser of (i) the Maximum 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%).

     "Dispute"  has  the  meaning  set  forth  in  Section  14.16(a).
      -------                                      -----------------

     "Dollars"  and  "$"  mean  lawful  money  of  the United States of America.
      -------         -


<PAGE>
     "EBITDA"  means,  for  any  period,  the Consolidated Net Income calculated
      ------
before federal income taxes, plus (a) depreciation and amortization and interest
                             ----
expenses, minus (b) any extraordinary gains or losses of the Borrower during the
          -----
period  in  question.

     "Environmental  Laws"  means  any  and  all federal, state, and local laws,
      -------------------
regulations,  and requirements pertaining to health, safety, or the environment,
including,  without  limitation,  the  Comprehensive  Environmental  Response,
Compensation  and  Liability Act of 1980, 42 U.S.C.   9601 et seq., the Resource
                                                           ------
Conservation  and  Recovery Act of 1976, 42 U.S.C.   6901 et seq., the Clean Air
                                                          ------
Act,  42  U.S.C.   7401  et seq., the Clean Water Act, 33 U.S.C.   1251 et seq.,
                         ------                                         ------
and  the  Toxic  Substances Control Act, 15 U.S.C.   2601 et seq., as such laws,
                                                          ------
regulations,  and requirements may be amended or supplemented from time to time.

     "Environmental  Liabilities"  means,  as  to  any  Person, all liabilities,
      --------------------------
obligations,  responsibilities,  Remedial  Actions,  losses,  damages,  punitive
damages,  consequential damages, treble damages, costs, and expenses (including,
without  limitation, all reasonable fees, disbursements and expenses of counsel,
expert  and consulting fees and costs of investigation and feasibility studies),
fines,  penalties,  sanctions, and interest incurred as a result of any claim or
demand,  by  any  Person,  whether  based  in contract, tort, implied or express
warranty,  strict  liability,  criminal  or  civil  statute,  including  any
Environmental Law, permit, order or agreement with any Governmental Authority or
other  Person,  arising  from  environmental, health or safety conditions or the
Release  or  threatened  Release  of  a Hazardous Material into the environment,
resulting  from  the  past,  present, or future operations of such Person or its
Affiliates.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
      -----
amended  from  time  to  time, and the regulations and published interpretations
thereunder.

     "ERISA  Affiliate"  means  any  corporation or trade or business which is a
      ----------------
member  of  the  same  controlled  group  of corporations (within the meaning of
Section  414(b)  of the Code) as the Borrower or is under common control (within
     ----------
the  meaning  of  Section  414(c)  of  the  Code)  with  the  Borrower.
                  ---------------

     "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"  in  this  Section  1.1.
                             ------------


<PAGE>
     "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, (a) with respect to the Term Loan, one and
      -----------------------
one-half  percent (1.50%) and (b) with respect to the Revolving Credit Loans, at
such  times and from time to time as the relevant Funded Debt Ratio is in one of
the  following  ranges,  the percentage per annum set forth opposite such Funded
Debt  Ratio:




 FUNDED  DEBT  RATIO                  PERCENTAGE  FOR  REVOLVING  CREDIT  LOANS
====================                  =========================================

Less than 2.0 to 1.0                                                     1.25%
-------------------                                                      -----

2.0 to 1.0 or greater and less than 2.5 to 1.0                           1.50%
----------------------------------------------                           -----

2.5 to 1.0 or greater and less than 3.0 to 1.0                           1.75%
----------------------------------------------                           -----

3.0 to 1.0 or greater and less than 3.5 to 1.0                           2.00%
----------------------------------------------                           -----

3.5 to 1.0 or greater                                                    2.25%
---------------------                                                    -----

The  Borrower shall give written notice to the Bank of any changes in the Funded
Debt  Ratio as of the end of any fiscal quarter which results in a change to the
Eurodollar  Rate  Margin  concurrently  with  its delivery of the items required
under Section 10.1(c) hereof, and any change to the Eurodollar Rate Margin shall
      ---------------
be  effective  with respect to any Interest Period commencing after the Bank has
received  such  information.

     "Event  of  Default"  has  the  meaning  specified  in  Section  13.1.
      ------------------                                     -------------

     "Existing  Letters  of  Credit"  means  those  letters  of  credit  more
      -----------------------------
specifically  described  on  Schedule  1.1(a)  attached  hereto.
      -----                  ----------------

     "Existing  Loan  Agreement"  means  that  certain Amended and Restated Loan
      -------------------------
Agreement  dated  as  of  August 28, 1997, between the Borrower and the Bank, as
amended  by  (i)  that  certain  First  Amendment  to  Amended and Restated Loan
Agreement  dated as of September 14, 1998 and (ii) that certain Second Amendment
to  Amended  and  Restated  Loan  Agreement  dated  as  of  August  31,  1999.

     "Existing  Loans" means the existing revolving credit loans provided by the
      ---------------
Bank  to  the  Borrower  pursuant  to  the  Existing  Loan  Agreement.

<PAGE>
     "Facility  Fees"  means Twenty-Five Thousand Dollars ($25,000) with respect
      --------------
to  the  Term  Loan  and  any  facility  fee  determined by the Bank in its sole
discretion  with  respect  to  the  Real  Estate  Loan.

     "Federal  Funds  Rate"  means,  for  any  day,  the rate per annum (rounded
      --------------------
upwards,  if necessary, to the nearest 1/16 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve  System  arranged  by Federal funds brokers on such day, as published by
the  Federal  Reserve  Bank of New York on the Business Day next succeeding such
day, provided that (a) if the day for which such rate is to be determined is not
a  Business  Day,  the  Federal  Funds  Rate  for such day shall be such rate on
federal funds transactions on the next preceding Business Day as so published on
the  next  succeeding  Business Day, and (b) if such rate is not so published on
such  next  succeeding Business Day, the Federal Funds Rate for any day shall be
the  average  rate  charged to Wells Fargo Bank (Texas), National Association on
such  day  on  federal  funds  transactions  as  determined  by  the  Bank.

     "Fixed  Charge  Coverage Ratio" means, at any time, the quotient determined
      -----------------------------
by  dividing (a) the sum of EBITDA for the preceding twelve (12) calendar months
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, plus (iii) dividends paid by the Borrower for the
preceding  twelve  (12)  calendar  months.

     "Foreign  Subsidiaries" means PIBCO, Ltd., a Bermuda corporation, Pizza Inn
      ---------------------
of South Africa, a South Africa corporation, and Pizza Inn Servicos De Gestao De
Franchising  Lda.,  a  Madeira,  Portugal  corporation,  collectively.

     "Funded Debt Ratio" means, at any time, the quotient determined by dividing
      -----------------
(a)  the sum of all Debt for borrowed money and Capital Lease Obligations of the
Borrower  and  the  Subsidiaries  by  (b)  EBITDA  for the preceding twelve (12)
complete  calendar  months.

     "GAAP"  means  generally  accepted  accounting  principles,  applied  on  a
      ----
consistent basis, as set forth in Opinions of the Accounting Principles Board of
      -
the  American  Institute of Certified Public Accountants and/or in statements of
the  Financial Accounting Standards Board and/or their respective successors and
which  are  applicable  in  the  circumstances  as  of  the  date  in  question.
Accounting  principles  are  applied on a "consistent basis" when the accounting
principles  applied  in a current period are comparable in all material respects
to  those  accounting  principles  applied  in  a  preceding  period.


<PAGE>
     "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.

     "Guarantee" by any Person means any obligation, contingent or otherwise, of
      ---------
such  Person directly or indirectly guaranteeing any Debt or other obligation of
any  other  Person  and,  without  limiting the generality of the foregoing, any
obligation,  direct  or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay,  or to maintain financial statement conditions or otherwise) or (b)
entered into for the purpose of assuring in any other manner the obligee of such
Debt  or  other  obligation  of  the  payment  thereof or to protect the obligee
against  loss  in  respect thereof (in whole or in part), provided that the term
"Guarantee"  shall  not  include  endorsements  for collection or deposit in the
  --------
ordinary  course  of  business.  The  term  "Guarantee"  used  as  a  verb has a
  --                                         ---------
corresponding  meaning.
  --

     "Guarantors"  means  all  existing  Subsidiaries  (other  than  the Foreign
      ----------
Subsidiaries)  and any future Subsidiaries which become a party to the Guaranty.

     "Guaranty"  means the Second Amended and Restated Guaranty of Guarantors in
      --------
favor  of  the  Bank, in substantially the form of Exhibit H hereto, as the same
                                                   ---------
may  be  amended,  supplemented  or  modified  from  time  to  time.

     "Hazardous  Material"  means  any  substance,  product,  waste,  pollutant,
      -------------------
material,  chemical,  contaminant,  constituent,  or  other material which is or
becomes listed, regulated, or addressed under any  Environmental Law, including,
without  limitation,  asbestos,  petroleum,  and  polychlorinated  biphenyls.

     "Hedging  Obligations"  of  a  Person means any and all obligations of such
      --------------------
Person,  whether  absolute  or  contingent and howsoever and whensoever created,
arising,  evidenced  or  acquired  (including  all  renewals,  extensions  and
modifications  thereof  and  substitutions  therefor),  under  (a)  any  and all
agreements,  devices  or  arrangements  designed  to protect at least one of the
parties  thereto  from  the  fluctuations  of  interest rates, exchange rates or
forward  rates  applicable  to  such  party's  assets,  liabilities  or exchange
transactions,  including,  but  not  limited  to,  dollar-denominated  or
cross-currency  interest  rate  exchange  agreements,  forward currency exchange
agreements,  interest rate cap or collateral protection agreements, forward rate
currency  or  interest  rate  options,  puts  and  warrants, and (b) any and all
cancellations,  buy  backs, reversals, terminations or assignments of any of the
foregoing.



<PAGE>
     "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 as provided in Section 2.5 or 6.1
                                                              -----------    ---
hereof,  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) for Revolving Credit
Advances,  any  Interest  Period  which  would  otherwise  extend  beyond  the
Termination  Date  shall end on the Termination Date; (c) for the Term Loan, any
Interest  Period which would otherwise extend beyond the Term Loan Maturity Date
shall  end  on  the  Term  Loan  Maturity  Date;  and (d) no more than three (3)
Interest  Periods  shall  be  in  effect  at  the  same  time.

     "Interest  Rate  Agreement"  means  any interest rate protection agreement,
      -------------------------
interest  rate  future,  interest rate option, interest rate swap, interest rate
cap  or  other  interest  rate  hedge or arrangement which is designed solely to
protect against fluctuations in interest rates and does not increase the Debt of
the  obligor  outstanding at any time (other than as a result of fluctuations in
interest  rates)  under  which  the  Borrower  is  a  party  or  a  beneficiary.

     "Letter  of  Credit" means the Existing Letters of Credit and any letter of
      ------------------
credit  issued  by  the Bank for the account of the Borrower pursuant to Section
                                                                         -------
2.10(a).
  -----

     "Letter  of  Credit  Disbursement"  means a disbursement by the Bank to the
      --------------------------------
beneficiary  of  a  Letter  of  Credit  in connection with a drawing thereunder.

     "Letter  of  Credit  Liabilities"  means,  at  any time, the aggregate face
      -------------------------------
amount  of  all  outstanding  Letters  of  Credit.

     "Letter  of  Credit Request Form" means a certificate, substantially in the
      -------------------------------
form  of  Exhibit  F  hereto,  properly  completed  and  signed  by the Borrower
          ----------
requesting  issuance  of  a  Letter  of  Credit.

     "Lien"  means  any  lien,  mortgage,  security  interest, tax lien, pledge,
      ----
charge, hypothecation, assignment, preference, priority, or other encumbrance of
any  kind  or  nature whatsoever (including, without limitation, any conditional
sale  or  title  retention agreement), whether arising by contract, operation of
law,  or  otherwise.


<PAGE>
     "Loan  Documents"  means  this  Agreement,  the Notes, the Real Estate Loan
      ---------------
Documents,  the  Security  Documents,  the  Guaranty,  and all promissory notes,
security  agreements,  deeds  of  trust,  assignments,  guaranties,  and  other
instruments,  documents, and agreements executed and delivered pursuant to or in
connection  with  this Agreement, as such instruments, documents, and agreements
may  be amended, modified, renewed, extended, or supplemented from time to time.

     "Long Term Debt" means any Debt for borrowed money which will not mature or
      --------------
become  due  within  the  next  twelve  (12)  months.

     "Material  Debt"  has  the  meaning  set  forth  in  Section  13.1(j).
      --------------                                      ----------------

     "Maximum Rate" means the maximum rate of interest under applicable law that
      ------------
the  Bank  may  charge  the Borrower.  The Maximum Rate shall be calculated in a
manner  that takes into account any and all fees, payments, and other charges in
respect  of  the  Loan  Documents that constitute interest under applicable law.
Each change in any interest rate provided for herein based upon the Maximum Rate
resulting  from a change in the Maximum Rate shall take effect without notice to
the  Borrower  at  the time of such change in the Maximum Rate.  For purposes of
determining  the Maximum Rate under Texas law, the applicable rate ceiling shall
be the weekly ceiling described in, and computed in accordance with, Chapter 303
of  the  Texas  Finance  Code.

     "Monthly  Payment  Date" means the last Business Day of each calendar month
      ----------------------
of  each  year, the first of which shall be the first such day after the Closing
Date.

     "Multiemployer  Plan" means a multiemployer plan defined as such in Section
      -------------------
3(37)  of  ERISA  to  which  contributions have been made by the Borrower or any
ERISA  Affiliate  and  which  is  covered  by  Title  IV  of  ERISA.

     "Notes"  means,  collectively, the Revolving Credit Note, the Term Note and
      -----
the  Real  Estate  Note.

     "Obligated  Party"  means  each  Guarantor  and  any other Person who is or
      ----------------
becomes  a  party  to  any  agreement  that  guarantees  or  secures payment and
performance  of  the  Obligations  or  any  part  thereof.

     "Obligations"  means  all obligations, indebtedness, and liabilities of the
      -----------
Borrower to the Bank arising pursuant to any of the Loan Documents, now existing
or  hereafter  arising,  whether  direct,  indirect, related, unrelated,  fixed,
contingent,  liquidated,  unliquidated,  joint,  several,  or joint and several,
including, without limitation, the obligations, indebtedness, and liabilities of
the  Borrower  under  this  Agreement  and  the other Loan Documents and Hedging
Obligations, and all interest accruing thereon and all attorneys' fees and other
expenses  incurred  in  the  enforcement  or  collection  thereof.

<PAGE>
     "Operating  Lease"  means  any  lease  (other  than  a lease constituting a
      ----------------
Capital  Lease  Obligation)  of  real  or  personal  property.

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  or  any entity
      ----
succeeding  to  all  or  any  of  its  functions  under  ERISA.
      -

     "Person"  means  any  individual, corporation, business trust, association,
      ------
company,  partnership,  joint  venture, Governmental Authority, or other entity.

     "Plan"  means  any employee benefit or other plan established or maintained
      ----
by  the  Borrower  or  any  ERISA  Affiliate and which is covered by Title IV of
ERISA.

     "Pledged Shares" means all shares of stock of the Subsidiaries, owned or to
      --------------
be  owned  by  the Borrower or any of the Subsidiaries, and all dividends, cash,
stock  dividends,  instruments  and  other  property from time to time received,
receivable  by,  or otherwise distributed to, the Borrower or any Subsidiary for
its  account  in  respect  of  or  in  exchange  for  any or all of such shares.

     "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) with respect to the Term Loan, a deduction
      -------------------
of  three-fourths  of one percent (-0.75%) and (b) with respect to the Revolving
Credit  Loans,  at any time, the following percentage determined by reference to
the  Funded  Debt  Ratio  then  existing:

<PAGE>




FUNDED DEBT RATIO                          PERCENTAGE FOR REVOLVING CREDIT LOANS
=================                          =====================================

Less than 2.0 to 1.0                                                      -1.00%
--------------------                                                      ------

2.0 to 1.0 or greater and less than 2.5 to 1.0                            -0.75%
----------------------------------------------                            ------

2.5 to 1.0 or greater and less than 3.0 to 1.0                            -0.50%
----------------------------------------------                            ------

3.0 to 1.0 or greater and less than 3.5 to 1.0                            -0.25%
----------------------------------------------                            ------

3.5 to 1.0 or greater                                                      0.00%
---------------------                                                      -----

     "Principal  Office"  means the Dallas office of the Bank, presently located
      -----------------
at  1445  Ross  Avenue,  Dallas,  Texas.

     "Prior  Lenders"  is  defined  in  the  recitals  to  this  Agreement.
      --------------

     "Prior  Loan Agreement" means that certain Loan Agreement dated December 1,
      ---------------------
1994,  among  the Borrower and the Prior Lenders, as amended by (i) that certain
First Amendment to Loan Agreement dated April 28, 1995, (ii) that certain Second
Amendment  to  Loan  Agreement dated November 30, 1995, (iii) that certain Third
Amendment  to  Loan  Agreement  dated June 28, 1996 and (iv) that certain Fourth
Amendment  to  Loan  Agreement  dated  April  1,  1997.

     "Prohibited  Transaction" means any transaction set forth in Section 406 of
      -----------------------
ERISA  or  Section  4975  of  the  Code.

     "Real  Estate  Commitment"  means  the  obligation of the Bank to make Real
      ------------------------
Estate  Loan Advances hereunder in an aggregate principal amount at any one time
outstanding  up  to  but not exceeding an amount to be determined by the Bank in
its  sole  discretion,  as  the same may be terminated pursuant to Section 13.2.
                                                                   ------------

     "Real  Estate Loan" means the real estate loan made or to be made hereunder
      -----------------
to  Borrower  pursuant  to  Section  4.1.
                            ------------

     "Real  Estate  Loan  Advance"  means an Advance under the Real Estate Loan.
      ---------------------------


<PAGE>
     "Real  Estate  Loan  Documents"  means the Construction Loan Agreement, the
      -----------------------------
Real  Estate  Note,  the  Deed  of Trust, UCC financing statements and all other
instruments,  documents  and  agreements now or hereafter executed and delivered
pursuant  to  or  in  connection  with  the Real Estate Loan, as the same may be
amended,  modified,  renewed,  extended  or  supplemented  from  time  to  time.

     "Real  Estate  Maturity  Date" means 10:00 A.M. Dallas, Texas time on March
      ----------------------------
___,  2007,  or  such  earlier date and time on 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.

     "Real  Estate  Note" means the promissory note executed by the Borrower and
      ------------------
payable  to  the order of the Bank in the aggregate principal amount of the Real
Estate  Commitment,  together  with  all amendments, modifications, and renewals
thereof.

     "Real  Property"  means  the  real  property and interests in real property
      --------------
identified  on Schedule 1.1(b) attached hereto and all improvements and fixtures
               ---------------
thereon  and  all  appurtenances  thereto.

     "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 the Bank 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 the Bank 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.

     "Release"  means,  as to any Person, any release, spill, emission, leaking,
      -------
pumping,  injection,  deposit, disposal, disbursement, leaching, or migration of
Hazardous  Materials  into  the  indoor or outdoor environment or into or out of
property  owned  by  such Person, including, without limitation, the movement of
Hazardous Materials through or in the air, soil, surface water, ground water, or
property.


<PAGE>
     "Remedial  Action"  means  all  actions  required  to (a) clean up, remove,
      ----------------
treat,  or  otherwise  address  Hazardous  Materials  in  the  indoor or outdoor
environment,  (b)  prevent  the  Release  or  threat  of Release or minimize the
further  Release  of Hazardous Materials so that they do not migrate or endanger
or  threaten  to  endanger  public  health  or  welfare or the indoor or outdoor
environment,  or  (c)  perform  pre-remedial  studies  and  investigations  and
post-remedial  monitoring  and  care.

     "Reportable  Event"  means  any  of the events set forth in Section 4043 of
      -----------------
ERISA.

     "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.

     "Revolving  Credit  Advance"  means  an  Advance under the Revolving Credit
      --------------------------
Loan.

     "Revolving  Credit  Commitment"  means  the  obligation of the Bank to make
      -----------------------------
Revolving  Credit Advances hereunder in an aggregate principal amount at any one
time  outstanding  up  to  but  not exceeding Nine Million Five Hundred Thousand
Dollars  ($9,500,000),  as  the  same  may be reduced pursuant to Section 2.8 or
                                                                  -----------
terminated  pursuant  to  Section  2.8  or  13.2.
                          ------------      ----

     "Revolving Credit Loan" means the revolving credit loans made or to be made
      ---------------------
hereunder  to  Borrower  pursuant  to  Section  2.1.
                                       ------------

     "Revolving  Credit  Note"  means  the Fourth Amended and Restated Revolving
      -----------------------
Credit Note executed by the Borrower and payable to the order of the Bank in the
aggregate  principal amount of the Revolving Credit Commitment, in substantially
the  form  of Exhibit A hereto, together with all amendments, modifications, and
              ---------
renewals  thereof.

     "RICO" means the Racketeer Influenced and Corrupt Organization Act of 1970,
      ----
as  amended  from  time  to  time.

     "Security  Agreement"  means  the  Second  Amended  and  Restated  Security
      -------------------
Agreement  executed  by the Borrower and the Guarantors in favor of the Bank, in
      -
substantially  the  form  of  Exhibit  G  hereto,  together with all amendments,
                              ----------
modifications  and  renewals  thereof.

     "Security  Documents"  means,  collectively,  the  Security  Agreement, the
      -------------------
Trademark  Security  Interest  Document,  the  Deed  of  Trust,  and  all  other
mortgages,  deeds  of  trust,  security  agreements,  assignments,  financing
statements,  and  other  documents  securing  the  Obligations.

<PAGE>
     "Subsidiary"  means  any  corporation  of  which at least a majority of the
      ----------
outstanding shares of stock having by the terms thereof ordinary voting power to
elect  a majority of the board of directors of such corporation (irrespective of
whether  or  not  at  the  time  stock  of  any  other  class or classes of such
corporation  shall have or might have voting power by reason of the happening of
any  contingency)  is  at the time directly or indirectly owned or controlled by
the  Borrower  or  one or more of the Subsidiaries or by the Borrower and one or
more  of  the  Subsidiaries.

     "Term  Commitment"  means  the obligation of the Bank to make a single Term
      ----------------
Loan  Advance  hereunder  in  a  principal  amount  up to but not exceeding Five
Million  Dollars ($5,000,000), as the same may be terminated pursuant to Section
                                                                         -------
13.2.
----

     "Term  Loan"  means  the term loan made or to be made hereunder to Borrower
      ----------
pursuant  to  Section  3.1.
              ------------

     "Term Loan Maturity Date" means 10:00 A.M. Dallas, Texas time on March ___,
      -----------------------
2004,  or  such  earlier  date and time as provided in this Agreement; provided,
however, if such date is not a Business Day, the "Term Loan Maturity Date" shall
be  the  first  Business  Day  following  such  date.

     "Term  Note" means the promissory note executed by the Borrower and payable
      ----------
to  the  order  of  the  Bank in the principal amount of the Term Commitment, in
substantially  the  form  of  Exhibit  B  hereto,  together with all amendments,
                              ----------
modifications  and  renewals  thereof.

     "Termination  Date" means 10:00 A.M. Dallas, Texas time on March 31, 2002,
      -----------------
or  such  earlier  date  and  time  on  which  the  Revolving  Credit Commitment
terminates as provided in this Agreement; provided, however, if such date is not
a Business Day, the "Termination Date" shall be the first Business Day following
such  date.

     "Trademark  Security  Interest  Document"  means  the  Second  Amended  and
      ---------------------------------------
Restated  Trademark Security Interest Document executed by the Borrower in favor
      -
of  the  Bank,  in substantially the form of Exhibit I hereto, together with all
                                             ---------
amendments,  modifications  and  renewals  thereof.

     "Type" means a type of Advance consisting of either a Prime Rate Advance or
      ----
a  Eurodollar  Advance.

     "UCC" means the Uniform Commercial Code as in effect in the State of Texas.
      ---


<PAGE>
     Section  I.2     Other  Definitional  Provisions
                      --------------------------------
  All  definitions  contained  in  this  Agreement  are
equally  applicable  to the singular and plural forms of the terms defined.  The
words  "hereof," "herein," and "hereunder" and words of similar import referring
to  this  Agreement refer to this Agreement as a whole and not to any particular
provision  of  this  Agreement.  Unless  otherwise  specified,  all  Article and
Section  references  pertain  to  this  Agreement.  All  accounting  terms  not
specifically  defined  herein shall be construed in accordance with GAAP.  Terms
used  herein that are defined in the UCC, unless otherwise defined herein, shall
have  the  meanings  specified  in  the  UCC.

     ARTICLE  II

     Revolving  Credit  Loans
     -----------------------------------

     Section  II.1     Revolving  Credit  Commitment.
                        ----------------     ---------
 Subject  to the terms and conditions of this Agreement, the
Bank  agrees  to  make  one  or more additional Revolving Credit Advances to the
Borrower  from  time  to  time  from  the  Closing  Date  to  and  including the
Termination  Date,  provided  that  the aggregate amount of all Revolving Credit
Advances  at  any  time outstanding shall not exceed the amount of the Revolving
Credit  Commitment  minus  the  Letter  of  Credit  Liabilities.  Subject to the
foregoing limitations, and the other terms and provisions of this Agreement, the
Borrower  may  borrow, repay, and reborrow hereunder the amount of the Revolving
Credit  Commitment  by means of Prime Rate Advances and Eurodollar Advances and,
until  the  Termination Date, the Borrower may Convert Revolving Credit Advances
of  one  Type  into Revolving Credit Advances of another Type.  Revolving Credit
Advances  of  each  Type  made  by  the Bank shall be made and maintained at the
Bank's  Applicable  Lending  Office  for Revolving Credit Advances of such Type.

     Section  II.2     Revolving  Credit  Note
                       -----------------------
The  obligation  of  the  Borrower to repay the Bank for Revolving Credit
Advances  and  interest thereon shall be evidenced by the Revolving Credit Note.
The  Revolving  Credit  Note  shall  be executed by the Borrower, payable to the
order  of Bank, in the principal amount equal to the Revolving Credit Commitment
as  originally  in  effect,  and  dated  the  Closing  Date.

     Section  II.3     Repayment  of  Advances
  -----------------    -----------------------
The Borrower shall repay the unpaid principal amount of all Revolving
Credit  Advances  on  the  Termination  Date.

     Section  II.4     Interest.  The unpaid principal
-------------------     --------
amount  of  the  Revolving Credit Advances shall bear interest at a varying rate
per  annum  equal  from day to day to the lesser of (a) the Maximum Rate, or (b)
the  Applicable  Rate.  If  at  any  time  the Applicable Rate for any Revolving
Credit  Advance  shall  exceed  the  Maximum  Rate, thereby causing the interest
accruing  on  such  Revolving  Credit Advance to be limited to the Maximum Rate,
then  any  subsequent reduction in the Applicable Rate for such Revolving Credit
Advance  shall  not reduce the rate of interest on such Revolving Credit Advance
below  the  Maximum  Rate until the aggregate amount of interest accrued on such
Revolving  Credit  Advance  equals  the aggregate amount of interest which would
have  accrued on such Revolving Credit Advance if the Applicable Rate had at all
times  been  in  effect.  Accrued  and  unpaid  interest on the Revolving Credit
Advances  shall  be  due  and  payable  as  follows:

     (i)     in  the  case  of  all Prime Rate Advances, on each Monthly Payment
Date;


<PAGE>
     (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  Termination  Date.

Notwithstanding the foregoing, all outstanding principal of all Revolving Credit
Advances  and  (to the fullest extent permitted by law) any other amount payable
by the Borrower under this Agreement or any other Loan Document that is not paid
in  full  when  due  (whether at stated maturity, by acceleration, or otherwise)
shall  bear  interest  at the Default Rate for the period from and including the
due  date  thereof to but excluding the date the same is paid in full.  Interest
payable  at  the  Default  Rate  shall  be  payable from time to time on demand.

     Section  II.5     Borrowing  Procedure.
    -----------------  --------- -----------
The  Borrower  shall give the Bank notice by means of an Advance Request Form of
each requested Revolving Credit 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 Revolving Credit Advance (which shall be a Business Day),
(b)  the  amount of such Revolving Credit Advance, (c) the Type of the Revolving
Credit Advance, and (d) in the case of a Eurodollar Advance, the duration of the
Interest  Period  for such Revolving Credit Advance.  The Bank at its option may
accept  telephonic  requests  for  Revolving Credit Advances, provided that such
acceptance  shall  not constitute a waiver of the Bank's right to delivery of an
Advance  Request  Form  in connection with subsequent Revolving Credit Advances.
Any  telephonic  request for a Revolving Credit Advance by the Borrower shall be
promptly confirmed by submission of a properly completed Advance Request Form to
the Bank.  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 Revolving Credit Advance hereunder, and subject to the other terms and
conditions  of  this Agreement, the Bank will make each Revolving Credit 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 at the Principal Office.  All notices by the Borrower under this
Section  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  the  Revolving  Credit  Loans.

     Section  II.6     Use  of  Proceeds.  The
------------------       ---------------
proceeds  of  Revolving  Credit  Advances  shall be used by the Borrower and the
Subsidiaries  for working capital in the ordinary course of business and general
corporate  purposes.


<PAGE>
     Section  II.7     Commitment  Fee.  The
-----------------     ----------------
Borrower  agrees  to  pay to the Bank a Commitment Fee (herein so called) on the
daily  average  unused amount of the Revolving Credit Commitment, for the period
from  and  including the date of this Agreement to and including the Termination
Date,  at  the Commitment Fee Rate based on a 360 day year and the actual number
of days elapsed.  The accrued Commitment Fee shall be payable in arrears on each
Monthly  Payment  Date  and  on  the  Termination  Date.  For  the  purpose  of
calculating  the Commitment Fee, the Revolving Credit Commitment shall be deemed
utilized  to  the extent of all outstanding Revolving Credit Advances and Letter
of  Credit  Liabilities.

     Section  II.8     Reduction  or  Termination  of  Revolving  Credit
------------------   ----------------------------------------------------
Commitment.  The  Borrower  shall have the right to terminate in whole or reduce
----------
in  part the unused portion of the Revolving Credit Commitment upon at least two
(2)  Business Days' prior notice (which notice shall be irrevocable) to the Bank
specifying  the  effective  date  thereof, whether a termination or reduction is
being  made, and the amount of any partial reduction, provided that each partial
reduction  shall  be in the amount of One Hundred Thousand Dollars ($100,000) or
an  integral  multiple  of  $50,000  in  excess  thereof  and the Borrower shall
simultaneously  prepay  the  amount  by which the unpaid principal amount of the
Revolving  Credit Advances exceeds the Revolving Credit Commitment (after giving
effect  to such notice) plus accrued and unpaid interest on the principal amount
so  prepaid.  The Revolving Credit Commitment may not be reinstated after it has
been  terminated  or  reduced.

     Section  II.9     Letters  of  Credit.
 ------------------      --------------------

     (a)     Pursuant  to  the  Prior  Loan  Agreement  and  the  Existing  Loan
Agreement,  the  Bank has issued the Existing Letters of Credit.  Subject to the
terms  and  conditions  of  this Agreement, the Bank agrees to issue one or more
additional  Letters  of Credit for the account of the Borrower or any Subsidiary
from  time  to  time from the date hereof to and including the Termination Date;
provided,  however,  the outstanding Letter of Credit Liabilities (including the
face  amount  of  the Existing Letter of Credit) shall not at any time exceed an
amount  equal  to  the aggregate amount of the Revolving Credit Commitment minus
the  outstanding Revolving Credit Advances.  Each Letter of Credit shall have an
initial  expiration date not to exceed 365 days from the date of issuance, shall
not  have  an  expiration  date beyond the Termination Date, shall be payable in
Dollars,  shall  be  satisfactory in form and substance to the Bank and shall be
issued pursuant to such documents and instruments consistent with this Agreement
(including,  without limitation, the Bank's standard application for issuance of
letters  of  credit as then in effect) as the Bank may reasonably require.  Each
Letter of Credit shall be issued on at least five (5) Business Days prior notice
from  the  Borrower  to  the  Bank  by  means of a Letter of Credit Request Form
describing  the  transaction proposed to be supported thereby and specifying (1)
the  requested  date  of  issuance (which shall be a Business Day), (2) the face
amount of the Letter of Credit, (3) the expiration date of the Letter of Credit,
(4)  the  name and address of the beneficiary, (5) the conditions permitting the
drawing  or  drawings  thereunder  and  (6)  the form of the draft and any other
documents  required  to be presented at the time of any drawing (such request to
set  forth  the  exact  wording  of such documents or to attach copies thereof).
Upon fulfillment of the applicable conditions precedent in this Section 2.10(a),
                                                                ---------------
the  Bank  shall  make the applicable Letter of Credit available to the Borrower
or, if so requested by the Borrower, to the beneficiary of the Letter of Credit.

<PAGE>
     (b)     Each Letter of Credit Disbursement shall constitute and be deemed a
Revolving  Credit Advance (which shall initially be a Prime Rate Advance) by the
Bank  to  the Borrower as of the day and time such Letter of Credit Disbursement
is  made  by  the  Bank and in the amount of such Letter of Credit Disbursement.
The  Borrower  shall  pay  to the Bank a letter of credit fee on the outstanding
face amount of each Letter of Credit, for the period from and including the date
of  issuance  of  such  Letter  of  Credit  to  the  date  of  its expiration or
termination,  at a per annum rate equal to the applicable Eurodollar Rate Margin
for Revolving Credit Loans based on a 360 day year and the actual number of days
elapsed.  The  accrued  letter of credit fee shall be payable in arrears on each
Monthly  Payment  Date  and  on  the  Termination  Date.

     (c)     The  obligations of the Borrower to reimburse the Bank for drawings
under  each  Letter  of Credit shall be absolute, unconditional and irrevocable,
and  shall  be performed strictly in accordance with the terms of this Agreement
and  the  other  Loan  Documents  under  all circumstances whatsoever, including
without  limitation  the  following  circumstances:

     (i)     Any  lack  of validity or enforceability of any Letter of Credit or
any  other  Loan  Document;

     (ii)     Any  amendment  or  waiver of or any consent to departure from any
Loan  Documents;

     (iii)     The  existence  of  any  claim,  setoff, counterclaim, defense or
other  rights  which Borrower, any Obligated Party, or any other Person may have
at  any  time  against  the beneficiary of any Letter of Credit, the Bank or any
other  Person,  whether  in  connection  with  this  Agreement or any other Loan
Documents  or  any  unrelated  transaction;

     (iv)     Any statement, draft, or other document presented under any Letter
of  Credit  proving  to  be  forged, fraudulent, invalid, or insufficient in any
respect  or  any  statement  therein  being  untrue or inaccurate in any respect
whatsoever;

     (v)     Payment by the Bank under any Letter of Credit against presentation
of a draft or other document which does not comply with the terms of such Letter
of  Credit;  or

     (vi)     Any  other  circumstance  or  happening whatsoever, whether or not
similar  to  any  of  the  foregoing.


<PAGE>
     (d)     The  Borrower  assumes  all  risk  of  the acts or omissions of any
beneficiary  of  any  Letter  of Credit with respect to its use of any Letter of
Credit.  Neither the Bank nor any of its affiliates, correspondents, officers or
directors  shall  have  any  responsibility  or liability to the Borrower or any
Person for (i) any error, loss, omission, interruption or delay in transmission,
dispatch  or  delivery of any one or more messages or advices in connection with
any  Letter  of  Credit, whether transmitted by cable, radio, telegraph, mail or
otherwise  and  despite  any  cipher  or code which may be employed, or (ii) any
action,  inaction  or  omission  which may be taken or suffered by it or them in
good  faith  or  through  inadvertence in identifying or failing to identify any
beneficiary(ies)  or otherwise in connection with any Letter of Credit, or (iii)
the  validity,  sufficiency  or  genuineness of documents even if such documents
should  in  fact  prove  to  be  in  any  or all respects invalid, insufficient,
fraudulent  or  forged,  or  (iv)  any act, error, neglect or default, omission,
insolvency  or  failure  in business of any of the Bank's correspondents, or (v)
any  failure  of  the  beneficiary  of any Letter of Credit to comply fully with
conditions  required in order to draw upon such Letter of Credit, or (vi) if any
Letter of Credit is transferrable, the validity or sufficiency of any instrument
transferring  or  assigning  or  purporting to transfer or assign such Letter of
Credit  or the rights or benefits thereunder or proceeds thereof, in whole or in
part,  which  may  prove  to  be invalid or ineffective for any reason, or (vii)
errors  in interpretation of technical terms, or (viii) any consequences arising
from causes beyond the control of the Bank.  The happening of any one or more of
the contingencies referred to in the preceding sentence shall not affect, impair
or  prevent the vesting of any of the Bank's rights or powers hereunder.  If any
Letter  of  Credit (or any Loan Document executed in connection with a Letter of
Credit) shall be terminated or revoked by operation of law as to the Borrower or
any  applicant  under  any  Letter of Credit, or if the payment of any Letter of
Credit  shall  be restrained or attempted to be restrained by court order or any
other means, Borrower will indemnify and save the Bank harmless from any and all
loss,  cost,  damage,  expense  and  attorneys'  fees  which  may be suffered or
incurred  by such Person.  In furtherance and extension and not in limitation of
the specific provisions set forth above, any action taken or omitted by the Bank
under  or  in  connection with any Letter of Credit, if taken or omitted in good
faith,  shall  not put the Bank under any resulting liability to the Borrower or
any other Person.  The Bank may accept documents that appear on their face to be
in  order,  without  responsibility for further investigation, regardless of any
notice  or  information  to  the  contrary.

     ARTICLE  III

     Term  Loan
     ----------------------

     Section  III.1     Term  Commitment.
-------------------     ----------------
Subject  to  the terms and conditions of this Agreement, the Bank agrees to make
the  Term  Loan  in a single Advance to the Borrower in a principal amount up to
but not exceeding the amount of the Term Commitment on or before March 31, 2000.
Subject to the foregoing limitations, and the other terms and provisions of this
Agreement,  the  Borrower  may  Convert the Term Loan from one Type into another
Type.  The  Term  Loan  shall  be  made  and maintained at the Bank's Applicable
Lending  Office  for  an  Advance  of  such  Type.

     Section  III.2     The  Term  Loan.  The
  ------------------   ---------------
obligation  of  the  Borrower  to  repay the outstanding amount of the Term Loan
shall  be  evidenced  by  the Term Note executed by the Borrower, payable to the
order  of the Bank, in the principal amount of the Term Loan, and dated the date
hereof.

<PAGE>
     Section III.3     Repayment of Term Loan.
-------------------   -----------------------
 .  The  Borrower  shall  repay  the outstanding principal amount of the Term
----
Loan  in  forty-seven  (47)  equal consecutive installments in the amount of One
---
Hundred  Four  Thousand  One  Hundred Sixty-Six and 67/100 Dollars ($104,166.67)
---
each,  payable  on  each  Monthly  Payment Date, with a final installment in the
---
amount  equal  to  the  outstanding amounts of the Term Loan payable on the Term
---
Loan  Maturity  Date.
---

     Section III.4     Interest.  The unpaid principal
 -----------------     --------
amount  of the Term Loan shall bear interest prior to maturity at a varying rate
per  annum  equal  from day to day to the lesser of (a) the Maximum Rate, or (b)
the  Applicable  Rate.  If  at  any  time  the  Applicable Rate shall exceed the
Maximum  Rate,  thereby  causing  the  interest  accruing on the Term Loan to be
limited  to  the  Maximum  Rate, then any subsequent reduction in the Applicable
Rate  shall  not  reduce the rate of interest on the Term Loan below the Maximum
Rate  until the aggregate amount of interest accrued on the Term Loan equals the
aggregate  amount  of  interest which would have accrued on the Term Loan if the
Applicable Rate had at all times been in effect.  Accrued and unpaid interest on
the  Term  Loan  shall  be  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  Term  Loan  Maturity  Date.

Notwithstanding  the  foregoing,  any outstanding principal of the Term Loan and
(to  the  fullest  extent  permitted  by  law)  any  other amount payable by the
Borrower  under  this  Agreement  or any other Loan Document that is not paid in
full  when due (whether at stated maturity, by acceleration, or otherwise) shall
bear interest at the Default Rate for the period from and including the due date
thereof to but excluding the date the same is paid in full.  Interest payable at
the  Default  Rate  shall  be  payable  from  time  to  time  on  demand.

     Section III.5     Borrowing Procedure.
--------------------     -------------------
The  Borrower shall give the Bank at least three (3) Business Days' prior notice
of  the Term Loan by means of an Advance Request Form containing the information
required  therein.  Subject  to  the terms and conditions of this Agreement, the
Term  Loan  shall  be  made 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  at  the  Principal  Office.

     Section  III.6     Use  of  Proceeds.  The
    -----------------     ---------------
proceeds of the Term Loan shall be used by the Borrower to provide financing for
certain  assets  owned  by  the  Borrower  and  used  in  the  operations of the
Borrower's  business.


<PAGE>
     ARTICLE  IV

     Real  Estate  Loan
     ------------------

     Section  IV.1     Real  Estate  Loan Commitment
------------------------------------------------------
Subject to the terms and conditions of this Agreement and the
Real Estate Loan Documents, the Bank agrees to make one or more Real Estate Loan
Advances  to  the  Borrower  from  time  to  time  from  the Closing Date to and
including  December  31,  2001,  provided  that the aggregate amount of all Real
Estate  Loan Advances at any time outstanding shall not exceed the lesser of (a)
seventy-five  percent  (75%)  of  the  appraised  value  of the Real Property as
determined  by  an  appraiser  satisfactory  to  Bank  or  (b)  the  Real Estate
Commitment.

     Section IV.2     The Real Estate Loan.
-------------------     --------------------
The  obligation  of  the  Borrower  to  repay the outstanding amount of the Real
Estate Loan shall be evidenced by the Real Estate Note executed by the Borrower,
payable  to  the  order  of the Bank, in the principal amount of the Real Estate
Commitment.  The  Real  Estate  Loan shall bear interest and shall be payable as
set  forth  in  the  Real  Estate  Loan  Documents.

     Section  IV.3     Use  of  Proceeds.  The
-------------------    ----------------
proceeds  of  the  Real  Estate  Loan  shall  be used by the Borrower to provide
construction  and  permanent  financing  for  the  Real  Property.

     ARTICLE  V

     Payments
     --------
     Section  V.1     Method  of  Payment.  All
--------------------   -----------------
payments  of  principal,  interest, and other amounts to be made by the Borrower
under  this  Agreement and the other Loan Documents shall be made to the Bank at
the  Principal  Office  in  Dollars  and in immediately available funds, without
setoff,  deduction,  or  counterclaim,  not later than 10:00 A.M., Dallas, Texas
time  on the date on which such payment shall become due (each such payment made
after  such  time  on  such  due date to be deemed to have been made on the next
succeeding  Business  Day).  The Borrower shall, at the time of making each such
payment,  specify  to  the  Bank  the  sums  payable  by the Borrower under this
Agreement  and  the  other Loan Documents to which such payment is to be applied
(and  in  the  event  that  the  Borrower fails to so specify, or if an Event of
Default  has  occurred and is continuing, the Bank may apply such payment to the
Obligations  in  such  order  and manner as it may elect in its sole discretion,
subject  to  Sections 5.2, 5.3 and 5.4 hereof).  Whenever any payment under this
             ------------  ---     ---
Agreement  or any other Loan Document shall be stated to be due on a day that is
not  a  Business  Day,  such payment may be made on the next succeeding Business
Day,  and  such  extension  of  time  shall  in  such  case  be  included in the
computation  of  the payment of interest and Commitment Fee, as the case may be.


<PAGE>
     Section  V.2     Voluntary  Prepayment.
-----------------     --------------------
The Borrower may, upon at least two (2) Business Days' prior notice to the Bank,
voluntarily  prepay  the  Advances  in whole at any time or from time to time in
part  without  premium  or  penalty  but  with  accrued  interest to the date of
prepayment  on the amount so prepaid, provided that (a) prepayment of Eurodollar
Advances  may  give  rise  to a claim by the Bank for compensation under Section
                                                                         -------
6.6,  and  (b)  each  partial prepayment shall be in the principal amount of One
Hundred  Thousand  Dollars  ($100,000) or an integral multiple of Fifty Thousand
Dollars  ($50,000)  in  excess  of One Hundred Thousand Dollars ($100,000).  All
notices  under  this  Section  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.  If the Borrower fails to
specify  the  application  of  prepayments,  prepayments shall be applied in the
following  order:  (i)  first, to Prime Rate Advances under the Revolving Credit
Loan  and  then  to  Eurodollar  Advances  under  the Revolving Credit Loan (ii)
second,  to  Prime  Rate  Advances  under  the  Term Loan and then to Eurodollar
Advances  under the Term Loan; and (iii) third, to Prime Rate Advances under the
Real  Estate  Loan  and  then to Eurodollar Advances under the Real Estate Loan.

     Section  V.3     Mandatory  Prepayment of Advances.
-----------------     ----------------------------------
  If at any time the outstanding principal amount of (i)
all  Revolving  Credit  Advances exceeds the Revolving Credit Commitment or (ii)
all  Real  Estate  Loan  Advances  exceeds  the Real Estate Loan Commitment, the
Borrower  shall  prepay the amount of excess plus accrued and unpaid interest on
the  amount so prepaid.  Any such mandatory prepayments shall be applied to such
excess  in  the  following  order:  first  to  Prime  Rate  Advances and then to
Eurodollar  Advances.

     Section  V.4     Withholding  Taxes.  All payments
     ----------        -----------------
by the Borrower of principal of and interest on the Advances and of all fees and
other  amounts payable under any Loan Document are payable without deduction for
or  on account of any present or future taxes, duties or other charges levied or
imposed  by  the  United  States  of  America or by any political subdivision or
taxing  authority of or in any of the foregoing through withholding or deduction
with  respect  to any such payments.  If any such taxes, duties or other charges
are so levied or imposed, the Borrower will pay additional interest or will make
additional  payments  in  such amounts so that every net payment of principal of
and  interest  on  the Advances and of all other amounts payable by it under any
Loan  Document,  after  withholding  or  deduction for or on account of any such
present  or  future  taxes,  duties  or other charges, will not be less than the
amount  provided for herein or therein, provided that the Borrower shall have no
obligation  to  pay  such additional amounts to the Bank to the extent that such
taxes,  duties, or other charges are imposed on or measured by the net income of
the  Bank  by any jurisdiction.  The Borrower shall furnish promptly to the Bank
official  receipts  evidencing  any  such  withholding  or  reduction.

     Section  V.5     Computation  of  Interest.
------------------       ---------------------
 Interest  on  the  Advances  and  all  other  amounts  payable by the
Borrower  hereunder shall be computed on the basis of a year of 365 days and the
actual  number  of  days elapsed (including the first day but excluding the last
day),  except  that interest on the Eurodollar Advances shall be computed on the
basis  of  a  year  of  360  days.


<PAGE>
     ARTICLE  VI

     Special  Provisions  Regarding Eurodollar Advances
----------------------------------------------------------

     Section  VI.1     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  Bank  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  Section shall be irrevocable and shall be given to the Bank 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 Bank 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.

     Section  VI.2     Additional  Costs.
--------------------- -----------------

     (a)     The  Borrower shall pay directly to the Bank from time to time such
amounts as the Bank may determine to be necessary to compensate it for any costs
incurred  by  the  Bank which the Bank 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  Bank  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 Bank
under this Agreement or the Notes in respect of any of such Advances (other than
taxes  imposed  on  the overall net income of the Bank or its Applicable Lending
Office  for  any  of such Advances by the jurisdiction in which the Bank has its
principal  office  or  such  Applicable  Lending  Office);


<PAGE>
     (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  Bank  (including  any  of  such Advances or any deposits referred to in the
definition  of  "Eurodollar  Rate"  in  Section  1.1  hereof);  or
                                        ------------

     (iii)     imposes any other condition affecting this Agreement or the Notes
or  any  of  such  extensions  of  credit  or  liabilities  or  commitments.

The  Bank will notify the Borrower of any event occurring after the date of this
Agreement  which  will entitle the Bank to compensation pursuant to this Article
                                                                         -------
VI  as promptly as practicable after it obtains knowledge thereof and determines
 -
to  request  such  compensation  (provided  that  any  claim  by  the  Bank  for
compensation  pursuant  to this Article VI 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 Bank, violate any
law,  rule, or regulation or be in any way disadvantageous to the Bank, provided
that  the  Bank  shall  have no obligation to so designate an Applicable Lending
Office  located  in  the  United  States  of America.  The Bank will furnish the
Borrower  with  a  certificate  setting  forth  the basis and the amount of each
request  of  the  Bank  for compensation under this Section 6.2(a).  If the Bank
                                                    --------------
requests  compensation from the Borrower under this Section 6.2(a), the Borrower
                                                    --------------
may,  by  notice  to  the  Bank  suspend  the  obligation of the Bank 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 Section 6.5
                                                                     -----------
hereof  shall  be  applicable).

     (b)     Without  limiting  the  effect  of the foregoing provisions of this
Section  6.2,  in  the  event that, by reason of any Regulatory Change, the Bank
   ---------
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  Bank  which  includes  deposits  by reference to which the interest rate on
Eurodollar Advances is determined as provided in this Agreement or a category of
extensions  of  credit  or  other  assets  of the Bank 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 Bank so elects
by  notice  to  the  Borrower,  the  obligation  of the Bank 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  Section  6.5  hereof  shall  be  applicable).
                ------------

     (c)     Determinations  and  allocations  by  the Bank for purposes of this
Section  6.2  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  Bank 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.

<PAGE>
     Section VI.3     Limitation on Types of Advances
-------------------   -------------------------------
Anything herein to the contrary notwithstanding, if with
respect  to  any  Eurodollar Advances for any Interest Period therefor, the Bank
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" in Section 1.1 hereof 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 Agreement, then the
Bank  shall  give  the  Borrower  prompt  notice thereof specifying the relevant
amounts  or  periods,  and so long as such condition remains in effect, the Bank
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 Agreement.  The Bank shall be deemed to have acted in good faith under this
Section  6.3  if  the  Bank  is  giving notice to its customers generally of the
------------
occurrence  of  either  of  the  conditions  specified  in  this  Section  6.3.
-----                                                             ------------

     Section  VI.4     Illegality.  Notwithstanding
-------------------    -----------
any other provision of this Agreement, in the event that it becomes unlawful for
the  Bank  or  its Applicable Lending Office to (a) honor its obligation to make
Eurodollar  Advances  hereunder  or  (b) maintain Eurodollar Advances hereunder,
then  the  Bank  shall  promptly  notify  the  Borrower  thereof  and the Bank'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  Bank may again make and maintain Eurodollar Advances (in which case the
provisions  of  Section  6.5  hereof  shall  be  applicable).
                ------------

     Section  VI.5     Treatment  of Affected Advances.
----------------------  ------------------------------
If the Eurodollar Advances of the Bank (such Eurodollar
Advances  being  hereinafter  called  "Affected  Advances")  are to be Converted
                                       ------------------
pursuant  to  Section  6.2  or 6.4 hereof, the Bank'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 Section 6.2(b) or 6.4 hereof, on such earlier date as the
                       --------------    ---
Bank  may  specify to the Borrower), and, unless and until the Bank gives notice
as  provided below that the circumstances specified in Section 6.2 or 6.4 hereof
                                                       -----------    ---
which  gave  rise  to  such  Conversion  no  longer  exist:

     (a)     To  the  extent  that  the  Bank's  Affected  Advances have been so
Converted,  all  payments  and prepayments of principal which would otherwise be
applied  to  the  Bank'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 Bank
as  Eurodollar  Advances  shall be made as or Converted into Prime Rate Advances
and  all Advances of the Bank which would otherwise be Converted into Eurodollar
Advances  shall  remain  as  Prime  Rate  Advances.


<PAGE>
     Section  VI.6     Compensation.  The Borrower
----------------------  ------------
shall pay to the Bank, upon the request of the Bank, 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 Bank) 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  (including, without limitation, the acceleration of the outstanding
Advances  pursuant  to  Section  13.2)  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 (including, without
limitation, the failure of any conditions precedent specified in Article VIII to
                                                                 ------------
be satisfied) 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 Bank
would  have  bid  in  the  London  interbank  market.


<PAGE>
     Section  VI.7     Capital  Adequacy.  If,
---------------------- ----------------
after  the  date  hereof,  the Bank 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 Bank (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 Bank'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 Bank (or its
parent)  could  have  achieved  but for such adoption, implementation, change or
compliance  (taking  into  consideration  the  Bank's  policies  with respect to
capital adequacy) by an amount deemed by the Bank to be material, then from time
to  time,  within  ten (10) Business Days after demand by the Bank, the Borrower
shall  pay  to the Bank such additional amount or amounts as will compensate the
Bank (or its parent) for such reduction; provided that any claim by the Bank for
compensation  pursuant to this Section 6.7 shall be made within ninety (90) days
                               -----------
after  the  initial  occurrence  of  the  event  giving  rise  to such claim.  A
certificate  of  the  Bank  claiming compensation under this Section 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 Bank may use any
reasonable  averaging  and  attribution  methods.

     ARTICLE  VII

     Security
     ----------

     Section  VII.1     Collateral.  Borrower hereby
  --------------------- ----------
acknowledges,  agrees and confirms that, as continuing security for the full and
complete  payment  and  performance  of  the Obligations, the Security Documents
grant to the Bank a Lien in the collateral described below (which, together with
any  other  property  and  collateral  which  may  now  or  hereafter secure the
Obligations  or  any part thereof, is sometimes herein called the "Collateral").
                                                                   ----------

     (a)     Borrower  shall grant to the Bank a first priority lien on the Real
Property  and shall assign to the Bank all present and future rents, leases, and
profits  relating  to  the  Real  Property,  pursuant  to  the  Deed  of  Trust.

     (b)     Each  of the Borrower and the Guarantors have previously granted to
the  Bank  a  first  priority security interest in all of its accounts, accounts
receivable, equipment, machinery, fixtures, inventory, chattel paper, documents,
instruments,  the  Pledged Shares, and general intangibles, whether now owned or
hereafter  acquired,  and  all  products  and  proceeds thereof, pursuant to the
Security  Agreement  and  subject  to  exceptions  set  forth  therein.

     (c)     Each of the Borrower and the Guarantors have previously executed or
shall  execute  and cause to be executed such further documents and instruments,
including  without  limitation, Uniform Commercial Code financing statements and
trademark  security  interest  documents,  as  the  Bank,  in  its  reasonable
discretion,  deems  necessary or desirable to evidence and perfect its Liens and
security  interests  in  the  Collateral.

     Section  VII.2     Existing  Liens  to  Continue.
--------------------    -----------------------------
Borrower  hereby  acknowledges,  agrees  and  confirms that the Liens
previously  granted  to  the  Bank  shall continue and survive the execution and
delivery  of  this Agreement, and all of the rights granted to the Bank pursuant
to  the  Security  Documents  shall  also continue and survive the execution and
delivery  of  this Agreement and the other Loan Documents executed in connection
herewith;  provided,  however,  to the extent there is any conflict, of whatever
nature,  between  the conditions, terms and provisions of the Security Documents
and this Agreement and the other Loan Documents executed in connection herewith,
this Agreement and such new Loan Documents shall govern, prevail and control any
such  conflict  or  inconsistency.


<PAGE>
     Section  VII.3     Setoff.  If an Event of Default
--------------------   ------
shall have occurred and is continuing, the Bank is hereby authorized at any time
and  from  time  to  time, without prior notice to the Borrower (any such notice
being hereby expressly waived by the Borrower), to set off and apply any and all
deposits  (general or special, time or demand, provisional or final) at any time
held  and  other indebtedness at any time owing by the Bank to or for the credit
or  the  account  of  the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement, the Notes, or any other
Loan  Document,  irrespective  of  whether  or  not the Bank shall have made any
demand  under  this  Agreement  or  the  Notes,  or such other Loan Document and
although  such obligations may be unmatured.  The Bank agrees promptly to notify
the Borrower after any such setoff and application, provided that the failure to
give  such  notice shall not affect the validity of such setoff and application.
The  rights  and  remedies of the Bank hereunder are in addition to other rights
and  remedies  (including, without limitation, other rights of setoff) which the
Bank  may  have.

     Section  VII.4     Guaranty.  The  Obligations  have been
    -------------      --------
and  shall continue to be unconditionally guaranteed in whole or in part by each
of  the  Subsidiaries  (other  than  the  Foreign  Subsidiaries) pursuant to the
Guaranty.

     ARTICLE  VIII

     Conditions  Precedent  and Closing
     ----------------------------------

     Section  VIII.1     Conditions  Precedent  to  Initial  Advance
---------------------    -------------------------------------------
The obligation of the Bank to renew
and  extend  the  Existing  Loans  and  to make the initial Advance hereunder is
subject  to  the  condition  precedent  that  the Bank shall have received on or
before  the  Closing  Date  all  of  the following, each dated (unless otherwise
indicated)  the  Closing  Date,  in form and substance satisfactory to the Bank:

     (a)     Resolutions.  (i)  Resolutions  of  the  Board  of Directors of the
             -----------
Borrower  certified  by  its Secretary or an Assistant Secretary which authorize
the  execution,  delivery, and performance by the Borrower of this Agreement and
the  other Loan Documents to which the Borrower is or is to be a party; and (ii)
resolutions  of  the  Board  of  Directors  of  each  Guarantor certified by its
Secretary  or  Assistant  Secretary  which authorize the execution, delivery and
performance  by  the  Guarantor  of the Guaranty and the other Loan Documents to
which  such  Guarantor  is  or  is  to  be  a  party.

     (b)     Incumbency  Certificate.  (i) A certificate of incumbency certified
             -----------------------
by  the Secretary or an Assistant Secretary of the Borrower certifying the names
of  the  officers  of the Borrower authorized to sign this Agreement and each of
the other Loan Documents to which the Borrower is or is to be a party (including
the  certificates contemplated herein) together with specimen signatures of such
officers;  and (ii) a certificate of incumbency certified by the Secretary or an
Assistant  Secretary  of  such Guarantor certifying the names of the officers of
such  Guarantor authorized to sign the Loan Documents to which such Guarantor is
or  is  to  be a party (including the certificates contemplated herein) together
with  specimen  signatures  of  such  officers.


<PAGE>
     (c)     Articles  of  Incorporation.  (i)  The articles of incorporation of
             ---------------------------
the  Borrower  certified by the Secretary of State of the state of incorporation
of  the  Borrower  and dated within ten (10) days prior to the Closing Date; and
(ii)  the articles of incorporation of each Subsidiary certified, in the case of
each  Guarantor  only,  by  the  Secretary  of  State  of  the  jurisdiction  of
incorporation  of  such  Subsidiary  and dated within ten (10) days prior to the
Closing  Date.

     (d)     Bylaws.  (i)  The bylaws of the Borrower certified by the Secretary
             ------
or  an  Assistant  Secretary  of  the  Borrower;  and  (ii)  the  bylaws of each
Subsidiary  certified  by  the  Secretary  or  an  Assistant  Secretary  of such
Subsidiary.

     (e)     Governmental  Certificates.  (i)  Certificates  of  the appropriate
             --------------------------
government  officials  of  the  state of incorporation of the Borrower as to the
existence  and  good  standing  of the Borrower, each dated within ten (10) days
prior  to the date of the Closing Date; and (ii) certificates of the appropriate
government  officials  of the jurisdiction of incorporation of each Guarantor as
to  the existence of good standing of such Guarantor, each dated within ten (10)
days  prior  to  the  Closing  Date.

     (f)     Revolving Credit Note and the Term Note.  The Revolving Credit Note
             ---------------------------------------
and  the  Term  Note  executed  by  the  Borrower.

     (g)     Security  Agreement.  The  Security Agreement, duly executed by the
             -------------------
Borrower  and  the  Guarantors.

     (h)     Amendments  to  Other  Security  Documents.  Amendments  to  other
             ------------------------------------------
Security  Documents  as  may  be  necessary in order to preserve and perfect the
Bank's  first  priority  Lien  in  the  Collateral.

     (i)     Guaranty.  The  Guaranty  duly  executed  by  the  Guarantors.
             --------

     (j)     Amendment  to  Trademark Document.  The Trademark Security Interest
             ---------------------------------
Document,  duly  executed  by  the  Borrower.

     (k)     Pledged  Shares.  Certificates  evidencing  the  Pledged  Shares,
             ---------------
accompanied  by  appropriate stock powers duly executed in blank by the Borrower
or  the  applicable  Guarantor.

     (l)     Certain Leases.  A certificate executed by an Authorized Officer of
             --------------
the  Borrower  certifying  that attached thereto are true and complete copies of
the  leases  covering  each  of the office or warehouse facilities leased by the
Borrower.

     (m)     Landlord  Waivers.  Landlord  waivers  executed  by the landlord of
             -----------------
each  location  leased  by  the  Borrower  or  any  Guarantor.

<PAGE>
     (n)     Insurance Policies.  Evidence of all insurance policies required by
             ------------------
Section  10.5, together with loss payable endorsements in favor of the Bank with
-------------
respect  to  all  insurance  policies  covering  Collateral.

     (o)     Opinion  of  Counsel.  A  favorable opinion of Akin, Gump, Strauss,
             --------------------
Hauer  &  Feld,  L.L.P., legal counsel to the Borrower and the Guarantors, as to
the  matters  set  forth in Exhibit D hereto, and such other matters as the Bank
                            ---------
may  reasonably  request.

     (p)     Attorneys' Fees and Expenses.  Evidence that the costs and expenses
             ----------------------------
(including  reasonable  attorneys'  fees)  referred  to  in Section 14.1, to the
                                                            ------------
extent  incurred,  shall  have  been  paid  in  full  by  the  Borrower.

     (q)     Facility  Fee.  Evidence that the Facility Fee shall have been paid
             -------------
in  full  by  the  Borrower.

     (r)     Interest  and  Fees.     Evidence that all accrued interest and the
             -------------------
commitment  fee through the Closing Date with respect to the Existing Loans have
been  paid  in  full  by  the  Borrower.

     (s)     Additional  Documentation.     Such additional approvals, opinions,
             -------------------------
or  documents as the Bank or its legal counsel, Winstead Sechrest & Minick P.C.,
may  reasonably  request.

     Section  VIII.2     Conditions Precedent to Real Estate Loan Advances
------------------------  ------------------------------------------------
The obligation of the Bank
to  make  any  Real  Estate  Loan Advance is subject to the following additional
conditions  precedent:

     (a)     Real  Estate  Loan  Documents.  The  Real  Estate  Loan  Documents
             -----------------------------
executed  by  the  Borrower,  in  form  and  substance satisfactory to the Bank.

     (b)     Mortgagee Title Insurance Policy.  A paid mortgagee policy of title
             --------------------------------
insurance  in  an  amount acceptable to the Bank insuring that the Deed of Trust
creates  in  favor  of  the Bank a first priority lien on the Real Property. The
mortgagee  policy  of  title  insurance shall have been issued at the Borrower's
expense  by a title insurance company acceptable to the Bank, shall show a state
of  title  and  exceptions  thereto,  if  any, acceptable to the Bank, and shall
contain  such  endorsements  as  may  be  required  by  the  Bank;

     ( c)   Easements,  Etc.  Copies  of all recorded easements, rights-of-way,
             ----------------
restrictive covenants, leases, encumbrances, and other documents and instruments
filed  of  record  that  affect  the  Real  Property,  together  with  evidence
satisfactory  to  the  Bank  that  the  Real  Property is properly zoned for its
intended  use;


<PAGE>
     (d)     Additional  Documentation.  Such  additional approvals, opinions or
             -------------------------
documents  as  may  be  required  under  the  Construction  Loan  Agreement.

     Section  VIII.3     Conditions  Precedent  to  All  Advances
    --------------------  ---------------------------------------
The obligation of the Bank to make any
Advance  (excluding  any Continuation or Conversion) is subject to the following
additional  conditions  precedent:

     (a)     Advance  Request Form.  The Bank shall have received, in accordance
             ---------------------
with  Section  2.6,  an  Advance  Request  Form, dated the date of such Advance,
      ------------
executed  by  an  Authorized  Officer  of  the  Borrower;

     (b)     No  Default.  No  Default shall have occurred and be continuing, or
             -----------
would  result  from  such  Advance;

     (c)     Representations  and  Warranties.  All  of  the representations and
             --------------------------------
warranties  contained in Article IX hereof and in the other Loan Documents shall
                         ----------
be  true  and  correct on and as of the date of such Advance with the same force
and  effect as if such representations and warranties had been made on and as of
such  date;  and

     (d)     Additional  Documentation.  The  Bank  shall  have  received  such
             -------------------------
additional  approvals,  opinions, or documents as the Bank or its legal counsel,
Winstead  Sechrest  &  Minick  P.C.,  may  reasonably  request.

     Section  VIII.4     Closing.  The  closing  of  the
     ------ -------      -------
transactions  contemplated  hereby shall occur no later than March 31, 2000, at
10:00  A.M.  (Dallas,  Texas  time),  or such later date and time as the parties
hereto  may  mutually  agree  (the  "Closing  Date") at the offices of Winstead,
                                     -------------
Sechrest  & Minick, P.C., 5400 Renaissance Tower, 1201 Elm Street, Dallas, Texas
75270.

     ARTICLE  IX

     Representations  and  Warranties
     --------------------------------

     To  induce  the  Bank to enter into this Agreement, the Borrower represents
and  warrants  to  the  Bank  as  follows:


<PAGE>
     Section  IX.1     Corporate  Existence.
----------------------  -------------------
The  Borrower  and  each Subsidiary (a) is a corporation duly organized, validly
existing,  and  in  good  standing  under  the  laws  of the jurisdiction of its
incorporation;  (b)  has  all requisite corporate power and authority to own its
assets  and  carry  on its business as now being or as proposed to be conducted;
and  (c) is qualified to do business in all jurisdictions in which the nature of
its  business makes such qualification necessary and where failure to so qualify
would  have  a  material adverse effect on its business, condition (financial or
otherwise),  operations,  prospects,  or  properties.  The  Borrower  has  the
corporate  power  and authority to execute, deliver, and perform its obligations
under this Agreement and the other Loan Documents to which it is or may become a
party.

     Section IX.2     Financial Statements.
-------------------   --------------------
The Borrower has delivered to the Bank audited consolidated financial statements
of  the  Borrower  and its Subsidiaries as at and for the fiscal year ended June
30,  1999,  and  unaudited consolidated financial statements of the Borrower and
its  Subsidiaries  for  the  six (6) month period ended December 31, 1999.  Such
financial statements are true and correct, have been prepared in accordance with
GAAP,  and fairly and accurately present, on a consolidated basis, the financial
condition  of  the  Borrower  and  its  Subsidiaries  as of the respective dates
indicated  therein  and  the  results  of  operations for the respective periods
indicated  therein.  To  the  best of Borrower's knowledge, neither the Borrower
nor any of its Subsidiaries has any material contingent liabilities, liabilities
for  taxes,  unusual  forward  or  long-term  commitments,  or  unrealized  or
anticipated  losses  from  any  unfavorable  commitments  required by GAAP to be
reflected  in  such  financial  statements except as reflected in such financial
statements.  To  the  best  of  Borrower's knowledge, there has been no material
adverse  change in the business, condition (financial or otherwise), operations,
prospects,  or  properties  of the Borrower or any of its Subsidiaries since the
effective  date  of  the  most  recent  financial statements referred to in this
Section.

     Section  IX.3     Corporate  Action;  No  Breach.
 ---------------------  ------------------------------
The execution, delivery, and performance by the Borrower of
this  Agreement  and  the  other  Loan Documents to which the Borrower is or may
become a party, the execution, delivery and performance by the Guarantors of the
Guaranty  and  the other Loan Documents to which they are or may become a party,
and  compliance  with the terms and provisions hereof and thereof have been duly
authorized by all requisite corporate action on the part of the Borrower and the
Guarantors  and do not and will not (a) violate or conflict with, or result in a
breach  of,  or  require  any consent under (i) the articles of incorporation or
bylaws  of the Borrower or any of the Guarantors, (ii) any applicable law, rule,
or  regulation  or  any  order,  writ, injunction, or decree of any Governmental
Authority  or  arbitrator,  or  (iii)  any  agreement or instrument to which the
Borrower  or  any of the Guarantors is a party or by which any of them or any of
their  property  is bound or subject, or (b) constitute a default under any such
agreement  or  instrument,  or  result in the creation or imposition of any Lien
(except  as  provided  in Article VII) upon any of the revenues or assets of the
                          -----------
Borrower  or  any  Guarantor.


<PAGE>
     Section  IX.4     Operation  of  Business
 -------------------    ------------------------
Business.  The  Borrower  and  each  of  its  Subsidiaries possess all licenses,
permits,  franchises,  patents,  copyrights,  trademarks,  service  marks  and
tradenames,  or rights thereto, necessary to conduct their respective businesses
substantially  as  now  conducted and as presently proposed to be conducted, and
the  Borrower  and  each  of  its Subsidiaries are not in violation of any valid
rights  of others with respect to any of the foregoing.  Schedule 9.4 identifies
                                                         ------------
all trademarks, trade names, service marks, copyrights, patents and applications
for  any  of  the  foregoing  owned  by  or issued to the Borrower or any of the
Subsidiaries  and  includes the name under which the rights are claimed, and the
dates  of  issuance  or application, as the case may be.  Except as set forth on
Schedule  9.4,  neither the Borrower nor any Subsidiary pays any royalty for the
  -----------
use  of  such  trademarks,  trade  names, service marks, copyrights, patents and
applications,  and  Borrower  has  the  exclusive right to bring actions for the
infringement thereof.  No product made or sold by the Borrower or any Subsidiary
violates  any license granted to the Borrower or such Subsidiary or, to the best
of  Borrower's  knowledge,  infringes  any  trademark, trade name, service mark,
copyright  or  patent  of  another.  There  is  no  pending  nor,  to be best of
Borrower's  knowledge,  threatened  claim  of litigation against the Borrower or
any  Subsidiary  contesting its right  to use any of the trademarks, trade names
and service marks or the validity of any of the copyrights and patents listed on
Schedule  9.4  or  asserting  the  misuse  thereof.
-------------

     Section  IX.5     Litigation  and  Judgments
------------------       ------------------------
Except  as  disclosed  on  Schedule  9.5  hereto,  Borrower  has  no
knowledge  of  any  action,  suit, investigation, or proceeding before or by any
Governmental  Authority or arbitrator pending or threatened against or affecting
the  Borrower  or  any  Subsidiary,  that would, if adversely determined, have a
material  adverse  effect  on  the business, condition (financial or otherwise),
operations,  prospects,  or  properties of the Borrower or any Subsidiary or the
ability  of  the  Borrower  to  pay  and  perform the Obligations.  There are no
outstanding  judgments  against  the  Borrower  or  any  Subsidiary.

     Section  IX.6     Rights  in  Properties;  Liens
------------------  -----------------------------------
The Borrower and each Subsidiary have good and indefeasible
title to or valid leasehold interests in their respective properties and assets,
real  and  personal,  including  the properties, assets, and leasehold interests
reflected in the financial statements described in Section 9.2, and, to the best
                                                   -----------
of Borrower's knowledge,  none of the properties, assets, or leasehold interests
of the Borrower or any Subsidiary is subject to any Lien, except as permitted by
Section  11.2.
-------------

     Section  IX.7     Enforceability.  This
------------------     -----------------
Agreement constitutes, and the other Loan Documents to which the Borrower or any
Guarantor  is  party,  when  delivered,  shall  constitute the legal, valid, and
binding  obligations  of the Borrower or such Guarantor, enforceable against the
Borrower  or such Guarantor in accordance with their respective terms, except as
limited by bankruptcy, insolvency, or other laws of general application relating
to  the  enforcement  of  creditors'  rights.

     Section  IX.8     Approvals.  No  authorization,
--------------------   ---------
approval,  or  consent  of, and no filing or registration with, any Governmental
Authority or third party is or will be necessary for the execution, delivery, or
performance  by  the  Borrower  of  this  Agreement  and  by the Borrower or any
Guarantor  of  the other Loan Documents to which the Borrower or such Guarantor,
as  applicable,  is  or may become a party or for the validity or enforceability
thereof.

     Section  IX.9     Debt.  The  Borrower  and  its
 -----------------     ----
Subsidiaries  have  no  Debt,  except  as  permitted  under  Section  11.1.
                                                             -------------


<PAGE>
     Section  IX.10     Taxes.  The  Borrower and each Subsidiary
       -----  -----
have  filed  all  tax  returns (federal, state, and local) required to be filed,
including  all  income,  franchise, employment, property, and sales tax returns,
and  have  paid,  subject  to  any  matters  being  contested  in  good faith by
appropriate  proceedings,  all  of  their  respective  liabilities  for  taxes,
assessments,  governmental  charges,  and other levies that are due and payable.
The Borrower knows of no pending investigation of the Borrower or any Subsidiary
by  any  taxing  authority or of any pending but unassessed tax liability of the
Borrower  or  any  Subsidiary.

     Section  IX.11     Use  of Proceeds; Margin Securities
----------------------    ---------------------------------
Neither  the  Borrower nor any Subsidiary is
engaged  principally,  or as one of its important activities, in the business of
extending  credit for the purpose of purchasing or carrying margin stock (within
the  meaning  of Regulations T, U, or X of the Board of Governors of the Federal
Reserve  System),  and  no  part  of the proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of  purchasing  or  carrying  margin  stock.

     Section  IX.12     ERISA.  The  Borrower  and  each
-------------------     -----
Subsidiary  are  in  compliance  in  all  material  respects with all applicable
provisions  of  ERISA.  Neither  a Reportable Event nor a Prohibited Transaction
has  occurred  and  is  continuing with respect to any Plan with the result that
there  is  an  unfunded liability currently or prospectively owed by Borrower or
any Subsidiary.  No notice of intent to terminate a Plan has been filed, nor has
any  Plan  been  terminated.  No  circumstances  exist  which constitute grounds
entitling  the  PBGC to institute proceedings to terminate, or appoint a trustee
to  administer,  a  Plan,  nor  has  the  PBGC  instituted any such proceedings.
Neither  the  Borrower  nor  any  ERISA  Affiliate  has  completely or partially
withdrawn from a Multiemployer Plan.  The Borrower and each ERISA Affiliate have
met  their minimum funding requirements under ERISA with respect to all of their
Plans,  and  the  present  value  of  all vested benefits under each Plan do not
exceed  the  fair market value of all Plan assets allocable to such benefits, as
determined  on the most recent valuation date of the Plan and in accordance with
ERISA.  Neither  the Borrower nor any ERISA Affiliate has incurred any liability
to  the  PBGC  under  ERISA.

     Section  IX.13     Disclosure.  No  statement,
     ----------          ----------
information,  report,  representation,  or warranty made by the Borrower in this
Agreement or in any other Loan Document or furnished to the Bank by the Borrower
or  any  Guarantor  in  connection  with  this  Agreement  or  any  transaction
contemplated hereby contains any untrue statement of a material fact or omits to
state any material fact necessary to make the statements herein or therein, when
taken  as a whole, not misleading.  There is no fact known to the Borrower which
has  a  material  adverse  effect,  or  which  in the future could reasonably be
expected  to  have  a  material  adverse  effect,  on  the  business,  condition
(financial  or  otherwise), operations, prospects, or properties of the Borrower
or  any  Subsidiary  that  has  not  been  disclosed  in  writing  to  the Bank.

     Section IX.14     Subsidiaries.  The Borrower
-------------------    ------------
has  no  Subsidiaries  other  than  those  listed  on  Schedule 9.14 hereto, and
                                                       -------------
Schedule  9.14  sets  forth the jurisdiction of incorporation of each Subsidiary
       -------
and  the  percentage of the Borrower's ownership of the outstanding voting stock
of each Subsidiary.  All of the outstanding capital stock of each Subsidiary has
been  validly  issued,  is  fully  paid,  and  is  nonassessable.


<PAGE>
     Section  IX.15     Agreements.  Neither  the
--------------------     ----------
Borrower  nor  any  Subsidiary  is  a  party  to  any indenture, loan, or credit
agreement,  or  to any lease or other agreement or instrument, or subject to any
charter  or  corporate  restriction which could reasonably be expected to have a
material  adverse  effect  on  the business, condition (financial or otherwise),
operations,  prospects,  or properties of the Borrower or any Subsidiary, or the
ability  of  the  Borrower  to  pay  and  perform its obligations under the Loan
Documents to which it is a party.  Neither the Borrower nor any Subsidiary is in
default  in any respect in the performance, observance, or fulfillment of any of
the  obligations,  covenants,  or  conditions  contained  in  any  agreement  or
instrument  material  to  its  business  to  which  it  is  a  party.

     Section  IX.16     Compliance  with  Laws     Compliance with
----------------------  --------------------------
Laws.  Neither  the  Borrower nor any Subsidiary is in violation in any material
   -
respect  of  any  law,  rule,  regulation,  order, or decree of any Governmental
Authority  or  arbitrator,  the  violation of which would or could reasonably be
expected to have a material adverse effect on the business, condition (financial
or  otherwise),  operations,  prospects  or  properties  of  the Borrower or any
Subsidiary.

     Section  IX.17     Inventory.  All inventory of
---------------------  -----------
the  Borrower  and  any  Subsidiary  has  been and will hereafter be produced in
compliance  with  all  applicable  laws,  rules,  regulations,  and governmental
standards,  including,  without  limitation,  the  minimum  wage  and  overtime
provisions  of  the Fair Labor Standards Act, as amended (29 U.S.C.    201-219),
and  the  regulations  promulgated  thereunder.

     Section  IX.18     Investment  Company  Act
---------------------   --------------------------
Neither the Borrower nor any Subsidiary is an "investment company"
within  the  meaning  of  the  Investment  Company  Act  of  1940,  as  amended.

     Section  IX.19     Public  Utility  Holding  Company  Act
--------------------------------------------------------------
Neither the Borrower nor any Subsidiary is
a  "holding  company"  or  a  "subsidiary  company" of a "holding company" or an
"affiliate"  of  a "holding company" or a "public utility" within the meaning of
the  Public  Utility  Holding  Company  Act  of  1935,  as  amended.

     Section  IX.20     Environmental  Matters.
---------------------   -------------------------
Except  as  disclosed  on  Schedule  9.20  hereto:
     (a)     The  Borrower,  each  Subsidiary,  and  all  of  their  respective
properties, assets, and operations are in full compliance with all Environmental
Laws.  The  Borrower  is  not aware of, nor has the Borrower received notice of,
any  past,  present,  or  future  conditions,  events, activities, practices, or
incidents  which  may  interfere  with  or  prevent  the compliance or continued
compliance  of  the  Borrower  and the Subsidiaries with all Environmental Laws;

     (b)     The  Borrower  and  each  Subsidiary  have  obtained  all  permits,
licenses,  and  authorizations  that are required under applicable Environmental
Laws,  and  all  such  permits  are  in  good  standing and the Borrower and its
Subsidiaries  are  in  compliance  with  all of the terms and conditions of such
permits;


<PAGE>
     (c)     No  Hazardous  Materials  exist  on,  about, or within or have been
used,  generated,  stored,  transported, disposed of on, or Released from any of
the  properties  or assets of the Borrower or any Subsidiary.  The use which the
Borrower  and  the  Subsidiaries  make  and  intend  to make of their respective
properties  and  assets  will  not  result  in  the  use,  generation,  storage,
transportation, accumulation, disposal, or Release of any Hazardous Material on,
in, or from any of their properties or assets, except for the handling, storage,
use,  transportation,  or generation of materials and products used, produced or
generated  in  the  business  of  food  preparation,  processing,  packaging,
warehousing,  transportation  and  restaurant  operations  including,  without
limitation,  chemicals for processing or preserving food products, chemicals and
other  substances  used  for  building  and  grounds maintenance, disinfectants,
pesticides, cleaning agents, motor fuels, lubricants, processing by-products and
food  wastes,  all of which have been stored, used, transported and generated in
compliance  with  all  Environmental  Laws;

     (d)     Neither  the  Borrower nor any of its Subsidiaries nor any of their
respective  currently owned or leased properties or operations is subject to any
outstanding or, to the best of its knowledge, threatened order from or agreement
with  any  Governmental  Authority or other Person or subject to any judicial or
docketed  administrative  proceeding  with respect to (i) failure to comply with
Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities
arising  from  a  Release  or  threatened  Release;

     (e)     There  are  no  conditions  or  circumstances  associated  with the
currently owned or leased properties or operations of the Borrower or any of its
Subsidiaries that could reasonably be expected to give rise to any Environmental
Liabilities;

     (f)     Neither  the  Borrower  nor any of its Subsidiaries is a treatment,
storage, or disposal facility requiring a permit under the Resource Conservation
and  Recovery  Act,  42  U.S.C.   6901  et  seq.,  regulations thereunder or any
                                        --------
comparable  provision  of  state  law;

     (g)     Neither  the  Borrower  nor  any  of  its Subsidiaries has filed or
failed  to file any notice required under applicable Environmental Law reporting
a  Release;  and

     (h)     To  the  best  of  Borrower's  knowledge, no Lien arising under any
Environmental  Law  has  attached to any property or revenues of the Borrower or
its  Subsidiaries.

     ARTICLE  X

     Positive  Covenants
-------------------------

     The  Borrower  covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or  the  Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  positive  covenants:


<PAGE>
     Section  X.1     Reporting  Requirements
                      -------------------------
The  Borrower  will  furnish  to  the  Bank:
     (a)     Annual  Financial  Statements.  As  soon  as  available, and in any
             -----------------------------
event  within one hundred twenty (120) days after the end of each fiscal year of
the  Borrower, beginning with the fiscal year ending in June of 2000, (i) a copy
of  the annual audit report of the Borrower and the Subsidiaries for such fiscal
year  containing,  on  a  consolidated  and  (to  the  extent  required by GAAP)
consolidating basis, balance sheets and statements of income, retained earnings,
and cash flow as at the end of such fiscal year and for the 12-month period then
ended,  in  each  case  setting  forth  in  comparative form the figures for the
preceding  fiscal  year,  all  in reasonable detail and audited and certified by
PriceWaterhouseCoopers,  or  other  independent  certified public accountants of
recognized  standing  acceptable to the Bank, to the effect that such report has
been  prepared  in  accordance  with  GAAP;  and  (ii)  a  certificate  of  such
independent  certified  public accountants to the Bank (A) stating that to their
knowledge  no  Default  has occurred and is continuing, or if in their opinion a
Default  has  occurred  and is continuing, a statement as to the nature thereof,
and  (B)  confirming  the  calculations  set  forth in the officer's certificate
delivered  simultaneously  therewith;

     (b)     Quarterly  Financial  Statements.  As soon as available, and in any
             --------------------------------
event  within  sixty  (60)  days  after  the  end of each of the first three (3)
quarters  of  each fiscal year of the Borrower, a copy of an unaudited financial
report of the Borrower and the Subsidiaries as of the end of such fiscal quarter
and for the portion of the fiscal year then ended, containing, on a consolidated
and  (to  the  extent  required by GAAP) consolidating basis, balance sheets and
statements  of  income, and cash flow, in each case setting forth in comparative
form  the figures for the corresponding period of the preceding fiscal year, all
in  reasonable detail certified by an Authorized Officer of the Borrower to have
been  prepared  in  accordance  with  GAAP  and to fairly and accurately present
(subject  to  the  absence  of  footnotes  and  year-end  audit adjustments) the
financial  condition  and  results  of  operations  of  the  Borrower  and  the
Subsidiaries,  on  a  consolidated  and  (to  the  extent  required  by  GAAP)
consolidating  basis,  at  the  date  and  for  the  periods  indicated therein;

     (c)     Quarterly  Calculations.  As  soon  as  available, and in any event
             -----------------------
within sixty (60) days after the end of each fiscal quarter of the Borrower, (i)
a certificate of an Authorized Officer of the Borrower in substantially the form
of  Exhibit  E  hereto  (A)  stating to the best of such officer's knowledge, no
    ----------
Default  has  occurred  and  is  continuing, or if a Default has occurred and is
   -
continuing, a statement as to the nature thereof and the action that is proposed
   -
to  be taken with respect thereto, and (B) showing in reasonable detail the most
recent  calculations  demonstrating  compliance  with  Article  XII  and (ii) if
                                                       ------------
applicable,  the  notice  required  under  the  definition  of  "Eurodollar Rate
Margin";


<PAGE>
     (d)     Certificate  of No Default.  Concurrently with the delivery of each
             --------------------------
of  the financial statements referred to in subsection 10.1(a), a certificate of
                                            ------------------
an  Authorized  Officer  of  the Borrower in substantially the form of Exhibit E
                                                                       ---------
hereto  (i) stating that to the best of such officer's knowledge, no Default has
occurred  and  is  continuing, or if a Default has occurred and is continuing, a
statement  as  to the nature thereof and the action that is proposed to be taken
with  respect  thereto,  and  (ii)  showing in reasonable detail the most recent
calculations  demonstrating  compliance  with  Article  XII;
                                               ------------

     (e)     Management Letters.  As soon as practicable and in any event within
             ------------------
five  (5) days after receipt thereof, a copy of any management letter or written
report  submitted  to  the  Borrower  or any Subsidiary by independent certified
public  accountants  with  respect  to  the  business,  condition  (financial or
otherwise),  operations,  prospects,  or  properties  of  the  Borrower  or  any
Subsidiary;

     (f)     Notice  of  Litigation.  Promptly  after  the commencement thereof,
             ----------------------
notice  of all actions, suits, and proceedings before any Governmental Authority
or  arbitrator  affecting  the  Borrower  or any Subsidiary which, if determined
adversely  to the Borrower or such Subsidiary, is likely to result in liability,
over  and  above  any  portion  covered  by  insurance,  in  excess of $500,000;

     (g)     Notice  of Default.  As soon as practicable and in any event within
             ------------------
five  (5)  days after the Borrower knows or has reason to know of the occurrence
of  any  Default, a written notice setting forth the details of such Default and
the  action  that  the  Borrower  has  taken  and  proposes to take with respect
thereto;

     (h)     ERISA Reports.  As soon as practicable and in any event within five
             -------------
(5)  days  after the filing or receipt thereof, copies of all reports, including
annual  reports,  reports  of  Reportable Events, and material notices which the
Borrower  or  any  Subsidiary  files  with or receives from the PBGC or the U.S.
Department  of  Labor  under  ERISA; and as soon as practicable and in any event
within five (5) days after the Borrower or any Subsidiary knows or has reason to
know  that  any  Prohibited Transaction has occurred with respect to any Plan or
that the PBGC or the Borrower or any Subsidiary has instituted or will institute
proceedings  under Title IV of ERISA to terminate any Plan, a certificate of the
Authorized  Officer  of  the  Borrower  setting  forth  the  details  as to such
Prohibited  Transaction  or  Plan  termination  and the action that the Borrower
proposes  to  take  with  respect  thereto;

     (i)     Notice  of  Material Adverse Change.  As soon as practicable and in
             -----------------------------------
any event within five (5) days after the Borrower knows or has reason to know of
the  occurrence  thereof,  written notice of any matter that is likely to have a
material  adverse  effect  on  the business, condition (financial or otherwise),
operations,  prospects,  or  properties  of  the  Borrower  or  any  Subsidiary;

     (j)     Proxy  Statements,  Etc.  As  soon  as  available, one copy of each
             ------------------------
financial  statement,  report, notice or proxy statement sent by the Borrower or
any  Subsidiary  to  its  stockholders  generally  and one copy of each regular,
periodic  or  special report, registration statement, or prospectus filed by the
Borrower  or  any  Subsidiary with any securities exchange or the Securities and
Exchange  Commission  or  any  successor  agency;  and

<PAGE>
     (k)     General  Information.  As  soon  as  practicable,  such  other
             --------------------
information  concerning the Borrower or any Subsidiary as the Bank may from time
to  time  reasonably  request.

     Section  X.2     Maintenance  of  Existence; Conduct of Business.
 -----------------       --------------------------------------------
The Borrower will preserve and
maintain, and will cause each Subsidiary to preserve and maintain, its corporate
existence  and  all  of  its  material  leases,  privileges,  licenses, permits,
franchises,  qualifications,  and  rights that are necessary or desirable in the
ordinary  conduct  of  its  business.  The Borrower will conduct, and will cause
each  Subsidiary  to conduct, its business in an orderly and efficient manner in
accordance  with  good  business  practices.

     Section  X.3     Maintenance  of  Properties
-------------------  -------------------------------
Properties.  The  Borrower  will  maintain,  keep,  and preserve, and cause each
Subsidiary  to  maintain,  keep,  and  preserve,  all of its material properties
(tangible  and  intangible)  necessary  or  useful  in the proper conduct of its
business  in  good  working  order  and  condition.
   -

     Section  X.4     Taxes  and  Claims.  The
---------------------  -----------------
Borrower  will  pay  or  discharge,  and  will  cause  each Subsidiary to pay or
discharge,  at  or  before maturity or before becoming delinquent (a) all taxes,
levies,  assessments,  and  governmental  charges imposed on it or its income or
profits  or  any of its property, and (b) all lawful claims for labor, material,
and  supplies,  which,  if unpaid, might become a Lien upon any of its property;
provided,  however,  that  neither  the  Borrower  nor  any  Subsidiary shall be
required  to  pay or discharge any tax, levy, assessment, or governmental charge
which  is  being  contested  in good faith by appropriate proceedings diligently
pursued,  and  for  which  adequate  reserves  have  been  established.

     Section  X.5     Insurance.  The  Borrower  will
-------------------   ---------
maintain,  and  will  cause each of the Subsidiaries to maintain, insurance with
financially sound and reputable insurance companies in such amounts and covering
such  risks  as is usually carried by corporations engaged in similar businesses
and  owning  similar  properties in the same general areas in which the Borrower
and  the  Subsidiaries  operate,  provided  that  in any event the Borrower will
maintain  and cause each Subsidiary to maintain workmen's compensation insurance
(or  utilize  legally  available  alternatives  to  such  insurance),  property
insurance,  comprehensive  general  liability  insurance,  products  liability
insurance,  and  business  interruption insurance reasonably satisfactory to the
Bank.  The Borrower will provide evidence of all such insurance to the Bank, and
all  such insurance must be reasonably satisfactory to the Bank.  Each insurance
policy  covering  Collateral shall name the Bank as an additional loss payee and
shall  provide  that such policy will not be cancelled or reduced without thirty
(30)  days'  prior  written  notice  to  the  Bank.


<PAGE>
     Section X.6     Inspection Rights.  At any
------------------   -----------------
reasonable  time and from time to time, the Borrower will permit, and will cause
each  Subsidiary  to  permit,  representatives of the Bank to examine, copy, and
make  extracts  from its books and records, to visit and inspect its properties,
and  to  discuss  its  business,  operations,  and  financial condition with its
officers,  employees,  and  independent  certified  public accountants.  Without
limiting  the  generality  of  the foregoing, the Borrower will permit, and will
cause  each  Subsidiary  to  permit,  representatives  of  the  Bank  to conduct
semi-annual  field audits, the cost of which will be borne by the Borrower in an
amount  not  to  exceed  $10,000  annually.

     Section  X.7     Keeping Books and Records.
                      ---------------------------
The  Borrower  will  maintain,  and  will  cause  each  Subsidiary  to
maintain,  proper  books  of record and account in which full, true, and correct
entries  in  conformity with GAAP shall be made of all dealings and transactions
in  relation  to  its  business  and  activities.

     Section  X.8     Compliance  with Laws.
--------------------- --------------------
The  Borrower  will  comply,  and  will  cause each Subsidiary to comply, in all
material  respects  with  all  applicable  laws, rules, regulations, orders, and
decrees  of  any  Governmental  Authority  or  arbitrator.

     Section  X.9     Compliance  with Agreements
------------------     --------------------------
The Borrower will comply, and will cause each Subsidiary to comply,
in all material respects with all agreements, contracts, and instruments binding
on  it  or  affecting  its  properties  or  business.

     Section  X.10     Further  Assurances.
---------------------  -------------------
The  Borrower  will, and will cause each Subsidiary to, execute and deliver such
further  agreements  and  instruments  and  take  such  further action as may be
reasonably  requested  by  the  Bank to carry out the provisions and purposes of
this Agreement and the other Loan Documents and to create, preserve, and perfect
the  Liens  of  the  Bank  in  the  Collateral.

     Section  X.11     ERISA.  The  Borrower will comply,
------------------     -----
and will cause each Subsidiary to comply, with all minimum funding requirements,
and  all other material requirements, of ERISA, if applicable, so as not to give
rise  to  any  liability  thereunder.

     Section  X.12     Change  of Control.  As soon as
------------------      -----------------
possible  and  in any event within five (5) days after the Borrower knows or has
reason  to  know  that  a Change of Control has occurred or is contemplated, the
Borrower  shall  give  the  Bank  notice  thereof  and shall offer to accelerate
payment of all the Obligations.  The Bank shall have fifteen (15) days after its
receipt  of  such  notice  to  notify  the  Borrower of its desire to accelerate
payment  of  all  the  Obligations,  in  which  event the Borrower shall pay the
Obligations  in  full  within thirty (30) days after the later of (a) the Bank's
notice to the Borrower of its desire to accelerate payment or (b) the occurrence
of the Change of Control.  Notwithstanding the foregoing, the Bank agrees not to
exercise its right to accelerate payment of the Obligations pursuant to a Change
of  Control  which  results  from  C.  Jeffrey  Rogers  ceasing  to be the chief
executive  officer,  provided  that  Ronald  Parker  assumes  and remains in the
position  of  chief  executive  officer  of  the  Borrower.


<PAGE>
     Section X.13     Interest Rate Protection.
-------------------  ------------------------
The  Borrower  will, within one hundred twenty (120) days after the Closing Date
and at all times thereafter, cause at least fifty percent (50%) of the aggregate
outstanding  principal  amount  of  the Term Loan and 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.

     ARTICLE  XI

     Negative  Covenants
     -------------------

     The  Borrower  covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or  the  Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  negative  covenants:

     Section  XI.1     Debt.  The Borrower will not incur,
-----------------     ----
create, assume, or permit to exist, and will not permit any Subsidiary to incur,
create,  assume,  or  permit  to  exist,  any  Debt,  except:

     (a)     Debt  to  the  Bank  pursuant  to  the  Loan  Documents;

     (b)     Existing  Debt described on Schedule 11.1 hereto and any renewal or
                                         -------------
extension  thereof  which  does not increase the outstanding amount thereof; and

     (c)     Debt of the Borrower to any Subsidiary and of any Subsidiary to the
Borrower  or  another  Subsidiary;  and

     (d)     Capital  Lease Obligations and/or purchase money Debt for purchases
of  equipment in the ordinary course of business not exceeding $2,250,000 in the
aggregate  at  any  one  time.

     Section  XI.2     Limitation  on Liens.
---------------------   ------------------
The  Borrower  will  not incur, create, assume, or permit to exist, and will not
permit  any  Subsidiary  to  incur, create, assume, or permit to exist, any Lien
upon  any  of  its property, assets, or revenues, whether now owned or hereafter
acquired,  except:

     (a)     Liens  disclosed  on  Schedule  11.2  hereto;
                                   --------------

     (b)     Liens  in  favor  of  the  Bank;

     (c)     Encumbrances consisting of minor easements, zoning restrictions, or
other  restrictions  on the use of real property that do not (individually or in
the  aggregate)  materially affect the value of the assets encumbered thereby or
materially  impair  the  ability of the Borrower or the Subsidiaries to use such
assets  in  their  respective  businesses;

     (d)     Liens  for  taxes, assessments, or other governmental charges which
are  not  delinquent  or  which  are being contested in good faith and for which
adequate  reserves  have  been  established;


<PAGE>
     (e)     Liens  of  mechanics, materialmen, warehousemen, carriers, or other
similar  statutory  Liens  (including  statutory  landlord's  Liens)  securing
obligations  that  are  not  yet  due and are incurred in the ordinary course of
business;

     (f)     Liens  resulting  from  good  faith  deposits to secure payments of
workmen's  compensation  or  other  social  security  programs,  to  secure  the
performance  of reinsurance agreements or to secure payments to utilities or the
performance  of  tenders,  statutory obligations, surety and appeal bonds, bids,
contracts  (other  than  for  payment  of  Debt), or leases made in the ordinary
course  of  business;

     (g)     Purchase  money  liens,  purchase money security interests or title
retention arrangements upon or in any equipment acquired or held by the Borrower
in  the  ordinary  course  of  business  to  secure  purchase money indebtedness
incurred  solely for the purpose of financing the acquisition of such equipment;
provided  that  such  purchase  money  indebtedness  does not exceed limitations
contained in clause (d) of Section 11.1 hereof; and provided, further, that such
             ----------    ------------
purchase  money  liens,  purchase  money  security  interests or title retention
arrangements  shall attach only to equipment so acquired and shall not attach to
any  other  Collateral;

     (h)     Attachment  and judgment Liens not constituting an Event of Default
under  Section  13(g)  or  13(h);
       --------------      -----

     (i)     Inchoate  Liens  arising  under  ERISA  to  secure  the  contingent
liability  of  the  Borrower  or  any  Subsidiary;  and

     (j)     Liens  renewing  and  extending  the  Liens  permitted  hereunder,
provided  that  no  such  Lien  is  expanded  to  cover any additional property.

     Section  XI.3     Mergers, Etc..  The Borrower
-------------------   -------------
will  not,  and will not permit any Subsidiary to, become a party to a merger or
consolidation,  or  purchase or otherwise acquire all or any substantial part of
the  business  or  assets  of  any  Person  or  any  shares or other evidence of
beneficial  ownership  of any Person, or wind-up, dissolve, or liquidate itself,
except  that (a) a wholly-owned Subsidiary may be merged or consolidated with or
into  the  Borrower  (provided  that  the  Borrower  shall  be the continuing or
surviving  corporation),  (b) the Borrower may purchase or otherwise acquire the
assets  of  existing  franchisees  or area development rights up to an aggregate
amount  of $5,000,000 and (c) the Borrower may purchase or otherwise acquire all
or  any  substantial part of the business or assets of any Person upon obtaining
the  prior  written  approval  of  the  Bank.


<PAGE>
     Section  XI.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.

     Section  XI.5     Investments.  The  Borrower
--------------------    -----------
will  not  make,  and will not permit any Subsidiary to make, any advance, loan,
extension  of  credit  (other  than  trade  credit extended to any franchisee or
purchaser of inventory from Borrower or any Subsidiary), or capital contribution
to or investment in, or purchase or own, or permit any Subsidiary to purchase or
own,  any  stock,  bonds, notes, debentures, or other securities of, any Person,
except:

     (a)     readily  marketable  direct  obligations  of  the  United States of
America  or any agency thereof with maturities of one year or less from the date
of  acquisition;

     (b)     fully  insured  certificates of deposit with maturities of one year
or  less from the date of acquisition issued by any commercial bank operating in
the  United  States  of  America  having  capital  and  surplus  in  excess  of
$50,000,000;

    ( c)     commercial  paper  of  a domestic issuer if at the time of purchase
such  paper is rated in one of the two highest rating categories of Standard and
Poor's  Corporation  or  Moody's  Investors  Service,  Inc.;

     (d)     advances,  loans  and  capital contributions by the Borrower to any
Subsidiary  which  is in existence at the Closing Date, and advances or loans to
the  Borrower  by  any  Subsidiary;

     (e)     loans  to franchisees in an aggregate amount not to exceed $100,000
to  any  one  franchisee  or  $250,000  in  the  aggregate;

     (f)     loans  or advances to (i) employees of the Borrower in the ordinary
course  of  business not to exceed $100,000 to any one individual or $250,000 in
the  aggregate  and (ii) shareholders of the Borrower in an amount not to exceed
$2,750,000 in the aggregate to enable such shareholders to exercise their vested
options  to  purchase  stock  of  the  Borrower;


<PAGE>
     (g)     investments  outstanding  at  any  time  with  respect  to  hedging
exposure  to  foreign  currency  fluctuations in which the Borrower has currency
exposure, provided that the actual exposure covered by such investments does not
exceed  $100,000;

     (h)     investments  listed  on  Schedule  11.5;
                                      --------------

     (i)     promissory  notes  or  other evidences of indebtedness arising from
sales  of  franchises  or  area  development  rights or transfers of franchises,
equipment,  and  related  property  by  the  Borrower;  and

     (j)     investments  in  joint  ventures  or other business combinations or
entities  for  the  purpose  of  promoting  franchise operations in an aggregate
amount  not  to  exceed  $100,000  in  any  one  transaction  or $250,000 in the
aggregate;  provided  that the Borrower shall form a separate Subsidiary to be a
partner  or  investor  in  any such joint venture or other business combination.

Notwithstanding  the  foregoing,  the  Borrower  shall  be permitted to form new
Subsidiaries subsequent to the Closing Date and make advances, loans and capital
contributions thereto, provided that each such new Subsidiary becomes a party to
the  Guaranty,  the Security Agreement and any other Loan Documents requested by
the  Bank  on  terms  satisfactory  to  the  Bank within ten (10) days after the
formation  thereof.

     Section  XI.6     Limitation  on  Issuance  of  Capital  Stock
---------------------  --------------------------------------------
The Borrower will not, and will not
permit any of its Subsidiaries to, at any time issue, sell, assign, or otherwise
dispose  of (a) any of its capital stock, (b) any securities exchangeable for or
convertible  into or carrying any rights to acquire any of its capital stock, or
(c)  any  option,  warrant,  or other right to acquire any of its capital stock,
except  pursuant  to  a  stock  option  plan  for  employees or directors of the
Borrower.

     Section  XI.7     Transactions With Affiliates
--------------------  -------------------------------
Except  for  those transactions described in Section 11.5(f),
                                             ---------------
the  Borrower  will  not enter into, and will not permit any Subsidiary to enter
into,  any  transaction,  including,  without limitation, the purchase, sale, or
exchange  of property or the rendering of any service, with any Affiliate of the
Borrower  or  such  Subsidiary, except in the ordinary course of and pursuant to
the  reasonable requirements of the Borrower's or such Subsidiary's business and
upon  fair  and  reasonable  terms  no  less  favorable  to the Borrower or such
Subsidiary  than would be obtained in a comparable arm's-length transaction with
a  Person  not  an  Affiliate  of  the  Borrower  or  such  Subsidiary.

     Section  XI.8     Disposition  of  Assets
---------------------  -------------------------
The  Borrower  will  not  sell,  lease,  assign, transfer, or otherwise
dispose  of any of its assets, or permit any Subsidiary to do so with any of its
assets,  without  the  prior  written  approval  of the Bank, except as follows:
     (a)     dispositions  of  inventory  in  the  ordinary  course of business;

<PAGE>
     (b)     sales  of  franchises  and  area  development  rights;

   ( c)     dispositions  to the Borrower or a Subsidiary who is a party to the
Security  Agreement;

(d)     dispositions  of  worn-out  or  obsolescent equipment, provided that the
proceeds  thereof  are  used  to  acquire  replacements  thereof;  and

     (e)     sales  of  other  assets  at  not  less  than the fair market value
thereof,  provided  that  (i) no Default or Event of Default has occurred and is
continuing,  (ii)  the  aggregate  book  value of all assets then proposed to be
disposed of plus the aggregate book value of all other assets disposed of by the
Borrower  and the Subsidiaries pursuant to this subsection (e) in a twelve month
                                                --------------
period  immediately  preceding  the  date  of such proposed disposition does not
exceed  five  percent  (5%)  of  Consolidated Assets at the end of the preceding
fiscal  year,  and (iii) the aggregate book value of all assets then proposed to
be  disposed  of  plus the aggregate book value of all assets disposed of by the
Borrower  and  the  Subsidiaries  during the period from the Closing Date to the
date  of  such  proposed  disposition  does  not  exceed  ten  percent  (10%) of
Consolidated  Assets  at  the  end  of  the  preceding  fiscal  year.

     Section  XI.9     Sale  and  Leaseback.
  ------------------   --------------------------
The  Borrower  will  not enter into, and will not permit any Subsidiary to enter
into,  any  arrangement  with  any  Person pursuant to which it leases from such
Person  real or personal property that has been or is to be sold or transferred,
directly  or  indirectly,  by  it  to  such  Person.

     Section  XI.10     Prepayment  of Debt.
----------------------   -----------------
The  Borrower will not prepay, and will not permit any Subsidiary to prepay, any
Debt,  except  the  Obligations.

     Section  XI.11     Nature  of Business.
---------------------    ------------------------
The  Borrower  will  not,  and  will not permit any Subsidiary to, engage in any
business  other  than existing businesses and any business producing or offering
for  sale, by Borrower or through contracts with third parties, any food product
by  any  method  of  marketing  or  distribution,  or  other products related to
promoting  or  enhancing  the public reputation and good-will of Borrower or any
Subsidiary.


<PAGE>
     Section  XI.12     Environmental  Protection
----------------------   ---------------------------
Except for the handling, storage, use, transportation or generation
of  materials  and  products used, produced or generated in the business of food
preparation,  processing,  packaging, warehousing, transportation and restaurant
operations including, without limitation, chemicals for processing or preserving
food  products,  chemicals  and  other  substances used for building and grounds
maintenance,  disinfectants,  pesticides,  cleaning  agents,  motor  fuels,
lubricants,  processing  by-products  and  food  wastes,  all  of which shall be
handled,  stored,  used,  transported  and  generated  in  compliance  with  all
Environmental  Laws,  the  Borrower  will  not,  and  will not permit any of its
Subsidiaries  to,  (a) use (or permit any tenant to use) any of their respective
properties  or  assets for the handling, processing, storage, transportation, or
disposal  of  any  Hazardous  Material, (b) generate any Hazardous Material, (c)
conduct  any activity that is likely to cause a Release or threatened Release of
any  Hazardous  Material,  or  (d)  otherwise conduct any activity or use any of
their respective properties or assets, in each case in any manner that is likely
to  violate  any  Environmental  Law or create any Environmental Liabilities for
which the Borrower or any of its Subsidiaries would be responsible, whereby such
use  or  activity is likely to have a material adverse effect on the business or
financial condition of the Borrower and its Subsidiaries when viewed as a whole.

     Section  XI.13     Accounting.  The  Borrower
--------------------   ------------
will not, and will not permit any of its Subsidiaries to, change its fiscal year
or  make any material change (a) in accounting treatment or reporting practices,
except  as  required  by GAAP and disclosed to the Bank, or (b) in tax reporting
treatment,  except  as  required  by  law  and  disclosed  to  the  Bank.

     ARTICLE  XII

     Financial  Covenants.
     --------------------
     The  Borrower  covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or  any  Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  financial covenants, such
performance  and  observance to be evidenced and tested for compliance as of the
end  of  each  fiscal  quarter:

     Section  XII.1     Current  Ratio.  The
----------------------    --------------------
Borrower  will  at  all  times maintain a Current Ratio of not less than 1.25 to
1.0.

     Section  XII.2     Funded  Debt  Ratio.  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 calendar year ending
December  31,  2000  and  (b)  2.75  to  1.00  at  all  times  thereafter.

     Section  XII.3     Fixed  Charge  Coverage  Ratio
----------------------   -----------------------------
The  Borrower  will  maintain,  as  of  the end of each fiscal
quarter,  a  Fixed Charge Coverage Ratio of not less than (a) 1.15 to 1.0 at all
times  during  the calendar year ending December 31, 2000 and (b) 1.20 to 1.0 at
all  times  thereafter.


<PAGE>
     Section XII.4     Operating Leases.  The Borrower
----------------       ----------------
will  not  incur,  create,  assume,  or permit to exist, and will not permit any
Subsidiary  to  incur,  create,  assume, or permit to exist, any liabilities for
payments  under  any  Operating Leases without the prior written approval of the
Bank,  which  approval shall not be unreasonably withheld, provided that (i) the
Borrower  and  the  Subsidiaries  may  incur,  create, or assume liabilities for
payments  under  Operating  Leases  in  an  aggregate  amount  (including taxes,
insurance,  maintenance,  and  similar  expenses  which  the  Borrower  or  any
Subsidiary is obligated to pay under any such Operating Lease) not to exceed Six
Million  Dollars  ($6,000,000)  on  a  consolidated basis, plus One Million Five
Hundred Thousand Dollars ($1,500,000) per fiscal year commencing with the fiscal
year  ending  in  June  of  1999,  (ii)  the amount of any permitted increase in
liabilities  under  Operating  Leases  not  incurred  in  any fiscal year may be
carried forward to the next succeeding fiscal year but not thereafter, and (iii)
the  aggregate  payments  of  the  Borrower and the Subsidiaries with respect to
Operating  Leases  shall  not exceed Two Million Dollars ($2,000,000) during any
fiscal  year  commencing  with  the  fiscal  year  ending  in  June  of  1999.

     ARTICLE  XIII

     Default
     -------
     Section  XIII.1     Events  of Default.
 ---------------------   ----------- --------------
Each  of  the  following  shall  be  deemed  an  "Event  of  Default":

     (a)     The  Borrower shall fail to pay when due any principal, interest or
fees,  or  any part thereof, and such failure continues for one (1) Business Day
after  notice  thereof  by  the  Bank.

     (b)     The Borrower shall fail to pay when due the Obligations (other than
the Obligations described in subsection (a) above) or any part thereof, and such
                             --------------
failure  continues  for five (5) Business Days after notice thereof by the Bank.

     (c)     Any  representation or warranty made or deemed made by the Borrower
or  any  Obligated  Party  (or  any  of  their  respective officers) in any Loan
Document or in any certificate, report, notice, or financial statement furnished
at  any  time  in  connection with this Agreement shall be false, misleading, or
erroneous  in  any  material  respect  when  made  or  deemed to have been made.

     (d)     The  Borrower  shall  fail  to perform, observe, or comply with any
covenant,  agreement,  or term contained in Section 10.1, Article XI, or Article
                                            ------------  ----------     -------
XII  of  this  Agreement  and, in the case of Section 10.1(a), 10.1(b), 10.1(c),
 --                                           ---------------  -------  -------
10.1(d),  10.1(j)  or  11.1(k)  only,  such failure shall continue for three (3)
 ------   -------      -------
Business  Days  after  notice  thereof  to  the  Borrower  by  the  Bank.
 ---

     (e)     The Borrower or any Obligated Party shall fail to perform, observe,
or  comply  with  any  other  covenant,  agreement,  or  term  contained in this
Agreement  or  any  other  Loan  Document (other than as provided in clauses (a)
                                                                     -----------
through  (c)  of  this  Section) and such failure shall continue for a period of
         ---
twenty  (25)  days  after  notice  thereof  to  the  Borrower  by  the  Bank.


<PAGE>
     (f)     The Borrower, any Subsidiary, or any Obligated Party shall commence
a voluntary proceeding seeking liquidation, reorganization, or other relief with
respect  to  itself  or  its  debts  under  any bankruptcy, insolvency, or other
similar  law now or hereafter in effect or seeking the appointment of a trustee,
receiver,  liquidator,  custodian,  or  other  similar  official  of  it  or  a
substantial  part  of its property or shall consent to any such relief or to the
appointment  of or taking possession by any such official in an involuntary case
or  other proceeding commenced against it or shall make a general assignment for
the benefit of creditors or shall generally fail to pay its debts as they become
due  or  shall  take  any  corporate  action  to authorize any of the foregoing.

     (g)     An  involuntary proceeding shall be commenced against the Borrower,
any  Subsidiary,  or any Obligated Party seeking liquidation, reorganization, or
other  relief  with respect to it or its debts under any bankruptcy, insolvency,
or  other similar law now or hereafter in effect or seeking the appointment of a
trustee,  receiver,  liquidator, custodian or other similar official for it or a
substantial  part  of its property, and such involuntary proceeding shall remain
undismissed  and  unstayed  for  a  period  of  forty-five  (45)  days.

     (h)     The  Borrower, any Subsidiary, or any Obligated Party shall fail to
discharge within a period of forty-five (45) days after the commencement thereof
any attachment, sequestration, or similar proceeding or proceedings involving an
aggregate  amount  in excess of Five Hundred Thousand Dollars ($500,000) against
any  of  its  assets  or  properties.

     (i)     A final judgment or judgments for the payment of money in excess of
Five Hundred Thousand Dollars ($500,000) in the aggregate shall be rendered by a
court  or courts against the Borrower, any of its Subsidiaries, or any Obligated
Party  and  the same shall not be discharged (or provision shall not be made for
such  discharge),  or  a stay of execution thereof shall not be procured, within
thirty (30) days from the date of entry thereof and the Borrower or the relevant
Subsidiary  or  Obligated  Party  shall  not,  within  such  period during which
execution  of  the  same  shall have been stayed, appeal therefrom and cause the
execution  thereof  to  be  stayed  during  such  appeal.

     (j)     The  Borrower, any Subsidiary, or any Obligated Party shall fail to
pay  when  due  (and  after  giving effect to any applicable grace period or any
extension  of  the applicable maturity date) any principal of or interest on any
Material Debt (other than the Obligations), or the maturity of any such Material
Debt  shall  have  been  accelerated,  or any such Material Debt shall have been
required  to  be  prepaid  prior  to the stated maturity thereof, or any default
shall  have  occurred  (after giving effect to any applicable grace period) that
permits  any  holder  or  holders of such Debt or any Person acting on behalf of
such  holder  or  holders to accelerate the maturity thereof or require any such
prepayment.  For purposes of this subsection (j), the term "Material Debt" means
                                  --------------            -------------
Debt  owed  by  the  Borrower  or  any Subsidiary, the principal amount of which
exceeds  Five  Hundred  Thousand  Dollars  ($500,000).


<PAGE>
     (k)     This  Agreement,  the  Notes, the Security Documents, the Guaranty,
the  Real  Estate Loan Documents or any other material Loan Document shall cease
to  be  in  full  force  and  effect  or  shall be declared null and void or the
validity  or  enforceability  thereof  shall  be  contested or challenged by the
Borrower,  any  Subsidiary,  any  Obligated  Party  or  any  of their respective
shareholders,  or the Borrower or any Obligated Party shall deny that it has any
further liability or obligation under any of such Loan Documents, or any lien or
security  interest  created by such Loan Documents shall for any reason cease to
be  a  valid, first priority (subject to exceptions permitted therein) perfected
security interest in and lien upon any of the Collateral purported to be covered
thereby.

     (l)     Any  of  the  following events shall occur or exist with respect to
the  Borrower  or any ERISA Affiliate:  (i) any Prohibited Transaction involving
any  Plan;  (ii) any Reportable Event with respect to any Plan; (iii) the filing
under  Section  4041 of ERISA of a notice of intent to terminate any Plan or the
termination  of  any  Plan; (iv) any event or circumstance that might constitute
grounds  entitling the PBGC to institute proceedings under Section 4042 of ERISA
for  the  termination of, or for the appointment of a trustee to administer, any
Plan, or the institution by the PBGC of any such proceedings; or (v) complete or
partial withdrawal under Section 4201 or 4204 of ERISA from a Multiemployer Plan
or the reorganization, insolvency, or termination of any Multiemployer Plan; and
in  each  case above, such event or condition, together with all other events or
conditions,  if  any,  have  subjected or could in the reasonable opinion of the
Bank  subject  the Borrower to any tax, penalty, or other liability to a Plan, a
Multiemployer Plan, the PBGC, or otherwise (or any combination thereof) which in
the  aggregate  exceed  or  could  reasonably be expected to exceed Five Hundred
Thousand  Dollars  ($500,000).

     (m)     The  Borrower  or  any  of  its  Subsidiaries,  or  any  of  their
properties,  revenues,  or  assets,  shall  become  the  subject  of an order of
forfeiture,  seizure,  or  divestiture (whether under RICO or otherwise) and the
same  shall  not  have been discharged (or provisions shall not be made for such
discharge)  within  forty-five  (45)  days  from  the  date  of  entry  thereof.

     (n)     A  Change  of Control shall occur, the Bank shall have given notice
to  the  Borrower  pursuant to Section 10.12 that the Bank desires to accelerate
                               -------------
payment  of  all  the Obligations, and the Borrower shall have failed to pay the
Obligations  in  full  within  the  thirty  (30) day period specified in Section
                                                                         -------
10.12.

     Section  XIII.2     Remedies.  If  any Event of
 ---------------------   --------
Default  shall  occur  and be continuing, the Bank may do any one or more of the
following:

     (a)     Acceleration.  Declare all outstanding principal of and accrued and
             ------------
unpaid interest on the Notes and all other obligations of the Borrower under the
Loan  Documents immediately due and payable, and the same shall thereupon become
immediately  due  and  payable,  without  notice, demand, presentment, notice of
dishonor,  notice  of  acceleration, notice of intent to accelerate, protest, or
other  formalities  of any kind, all of which are hereby expressly waived by the
Borrower.

     (b)     Termination  of  Commitment.  Terminate  the  Revolving  Credit
             ---------------------------
Commitment, the Term Commitment and the Real Estate Commitment without notice to
the  Borrower.

     (c)     Judgment.  Reduce  any  claim  to  judgment.
             --------

<PAGE>
     (d)     Foreclosure.  Foreclose  or  otherwise  enforce any Lien granted to
             -----------
the Bank to secure payment and performance of the Obligations in accordance with
the  terms  of  the  Loan  Documents.

     (e)     Rights.  Exercise  any  and all rights and remedies afforded by the
             ------
laws  of  the  State  of  Texas  or  any  other jurisdiction, by any of the Loan
Documents,  by  equity,  or  otherwise.

Provided,  however,  that  upon  the  occurrence  of  an  Event of Default under
Subsection (e) or (f) of Section 13.1, the Revolving Credit Commitment, the Term
       -------    ---    ------------
Commitment and the Real Estate Commitment shall automatically terminate, and the
outstanding  principal  of  and accrued and unpaid interest on the Notes and all
other  obligations  of  the  Borrower  under  the Loan Documents shall thereupon
become  immediately  due and payable without notice, demand, presentment, notice
of dishonor, notice of acceleration, notice of intent to accelerate, protest, or
other  formalities  of any kind, all of which are hereby expressly waived by the
Borrower.

     Section XIII.3     Performance by the Bank
--------------------------------------------------
If, at any time after the occurrence and during the continuance of an
Event  of  Default, the Borrower shall fail to perform any covenant or agreement
in  accordance  with the terms of the Loan Documents after notice from the Bank,
the  Bank may perform or attempt to perform such covenant or agreement on behalf
of the Borrower.  In such event, the Borrower shall, at the request of the Bank,
promptly pay any amount expended by the Bank in connection with such performance
or  attempted  performance  to  the  Bank at the Principal Office, together with
interest  thereon  at  the  Default  Rate  from  and  including the date of such
expenditure  to  but  excluding  the  date  such  expenditure  is  paid in full.
Notwithstanding  the  foregoing,  it is expressly agreed that the Bank shall not
have  any  liability  or responsibility for the performance of any obligation of
the  Borrower  under  this  Agreement  or  any  of  the  other  Loan  Documents.

     ARTICLE  XIV

     Miscellaneous
     ---------------


<PAGE>
     Section  XIV.1     Expenses.  The Borrower hereby
---------------------  --------
agrees to pay on demand:  (a) all reasonable out of pocket costs and expenses of
the  Bank  in  connection  with  the  preparation,  negotiation,  execution, and
delivery  of  this  Agreement  and  the  other  Loan  Documents  and any and all
amendments,  modifications,  renewals,  extensions,  and supplements thereof and
thereto,  including,  without  limitation,  the  reasonable fees and expenses of
legal counsel for the Bank, (b) all out of pocket costs and expenses of the Bank
in  connection  with  any  Default  and the enforcement of this Agreement or any
other  Loan  Document,  including,  without limitation, the fees and expenses of
legal  counsel  for  the  Bank,  (c)  all transfer, stamp, documentary, or other
similar  taxes,  assessments, or charges levied by any Governmental Authority in
respect  of  this  Agreement  or any of the other Loan Documents, (d) all out of
pocket  costs,  expenses,  assessments, and other charges incurred in connection
with any filing, registration, recording, or perfection of any security interest
or  Lien  contemplated by this Agreement or any other Loan Document, and (e) all
other  reasonable  out  of  pocket  costs  and  expenses incurred by the Bank in
connection  with  this  Agreement or any other Loan Document, including, without
limitation,  all  reasonable  costs,  expenses,  and  other  charges incurred in
connection  with  obtaining  any  title  report,  survey, audit, or appraisal in
respect  of  the  Collateral.

     Section XIV.2     INDEMNIFICATION.  EXCEPT
----------------------  ------------------
AS OTHERWISE EXPRESSLY PROVIDED HEREIN THE BORROWER SHALL INDEMNIFY THE BANK AND
EACH  OF  ITS  AFFILIATES  AND  THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS,  AND AGENTS FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL
LOSSES,  LIABILITIES,  CLAIMS,  DAMAGES,  PENALTIES,  JUDGMENTS,  DISBURSEMENTS,
COSTS,  AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) TO WHICH ANY OF THEM
MAY  BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A) THE
NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF
ANY  OF THE LOAN DOCUMENTS, (B) ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS,  (C)  ANY  BREACH  BY  THE  BORROWER OF ANY REPRESENTATION, WARRANTY,
COVENANT,  OR  OTHER  AGREEMENT  CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE
PRESENCE,  RELEASE,  THREATENED  RELEASE,  DISPOSAL,  REMOVAL, OR CLEANUP OF ANY
HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES
OR  ASSETS  OF  THE  BORROWER  OR  ANY  SUBSIDIARY,  OR  (E)  ANY INVESTIGATION,
LITIGATION,  OR  OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED
INVESTIGATION, LITIGATION, OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING.
WITHOUT  LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT,
IT  IS  THE  EXPRESS  INTENTION  OF  THE  PARTIES  HERETO THAT EACH PERSON TO BE
INDEMNIFIED  UNDER  THIS  SECTION  SHALL  BE  INDEMNIFIED FROM AND HELD HARMLESS
AGAINST  ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,
DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR
RESULTING  FROM  THE  SOLE  OR  CONTRIBUTORY  NEGLIGENCE  OF SUCH PERSON BUT NOT
ARISING  OUT  OF OR RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH  PERSON.


<PAGE>
     Section  XIV.3     Limitation  of  Liability
----------------------   -----------------------------
None  of  the  Bank,  or any Affiliate, officer, director, employee,
attorney,  or  agent  thereof  shall have any liability with respect to, and the
Borrower  hereby  waives,  releases, and agrees not to sue any of them upon, any
claim  for  any special, indirect, incidental, or consequential damages suffered
or  incurred  by  the Borrower in connection with, arising out of, or in any way
related  to,  this  Agreement  or any of the other Loan Documents, or any of the
transactions  contemplated by this Agreement or any of the other Loan Documents,
except  for  such  Person's  willful  misconduct, gross negligence or failure to
comply  with  the express provisions of any of the Loan Documents.  The Borrower
hereby  waives,  releases,  and  agrees  not  to  sue  the  Bank  or  any of its
Affiliates,  officers,  directors,  employees, attorneys, or agents for punitive
damages  in  respect  of any claim in connection with, arising out of, or in any
way related to, this Agreement or any of the other Loan Documents, or any of the
transactions  contemplated by this Agreement or any of the other Loan Documents.

     Section  XIV.4     No  Duty.  All  attorneys,
----------------------     --------
accountants, appraisers, and other professional Persons and consultants retained
by  the Bank shall have the right to act exclusively in the interest of the Bank
and  shall  have  no duty of disclosure, duty of loyalty, duty of care, or other
duty  or  obligation  of any type or nature whatsoever to the Borrower or any of
the  Borrower's  shareholders  or  any  other  Person.

     Section  XIV.5     No  Fiduciary Relationship
  ---------------------  ----------------------------
The  relationship  between  the  Borrower and each Bank is solely
that  of  debtor and creditor, and the Bank does not have any fiduciary or other
special  relationship  with the Borrower, and no term or condition of any of the
Loan  Documents  shall  be  construed so as to deem the relationship between the
Borrower  and  the  Bank  to  be  other  than  that  of  debtor  and  creditor.

     Section  XIV.6     Equitable Relief.  The
---------------------   -----------------
Borrower  recognizes  that  in  the  event  the  Borrower fails to pay, perform,
observe, or discharge any or all of the Obligations, any remedy at law may prove
to  be  inadequate  relief  to the Bank.  The Borrower therefore agrees that the
Bank,  if  the  Bank  so  requests, shall be entitled to temporary and permanent
injunctive  relief  in  any  such  case  without the necessity of proving actual
damages.

     Section  XIV.7     No  Waiver;  Cumulative  Remedies
--------------------     -------------------------------
No failure on the part of the Bank to exercise and
no  delay  in  exercising,  and no course of dealing with respect to, any right,
power,  or privilege under this Agreement shall operate as a waiver thereof, nor
shall  any  single  or  partial exercise of any right, power, or privilege under
this Agreement preclude any other or further exercise thereof or the exercise of
any  other  right, power, or privilege.  The rights and remedies provided for in
this  Agreement and the other Loan Documents are cumulative and not exclusive of
any  rights  and  remedies  provided  by  law.

     Section  XIV.8     Successors;  Assignment.
-----------------------  ----------------------
This  Agreement  shall  be binding upon and inure to the benefit of the Bank and
the Borrower and their respective successors and assigns; provided however, that
(a)  the  Borrower  may  not  assign  or transfer its interest hereunder without
Bank's  prior  written consent and (b) the Bank must give notice to the Borrower
at  least  sixty  (60)  days  prior  to  assigning  its  interest  hereunder.

     Section  XIV.9     Participations.  The  Bank shall
  --------------       --------------
have  the right at any time and from time to time to grant participations in the
Notes  and  any other Loan Documents.  Each actual or proposed participant shall
be  entitled  to  receive  all  information  received  by the Bank regarding the
Borrower, including, without limitation, information required to be disclosed to
a participant pursuant to Banking Circular 181 (Rev., August 2, 1984), issued by
the  Comptroller  of the Currency (whether the actual or proposed participant is
subject  to  the  circular  or  not).


<PAGE>
     Section  XIV.10     Survival.  All
----------------------   --------
representations and warranties made in this Agreement or any other Loan Document
or  in any document, statement, or certificate furnished in connection with this
Agreement  shall  survive  the  execution and delivery of this Agreement 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.  Without prejudice to the survival of any other obligation of the Borrower
hereunder,  the  obligations  of the Borrower under Article VI and Sections 14.1
                                                    ----------     -------------
and  14.2  shall survive repayment of the Notes and termination of the Revolving
     ----
Credit  Commitment,  the  Term  Commitment  and  the  Real  Estate  Commitment.

     SECTION  XIV.11     ENTIRE  AGREEMENT. THIS
-----------------        -----------------
AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN 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  THE  SUBJECT  MATTER  HEREOF 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.

     Section  XIV.12     Amendments,  Etc.  No
------------------      ----------------
amendment  or waiver of any provision of this Agreement, the Notes, or any other
Loan Document to which the Borrower is a party, nor any consent to any departure
by the Borrower therefrom, shall in any event be effective unless the same shall
be  agreed or consented to by the Bank and the Borrower, and each such waiver or
consent  shall  be  effective only in the specific instance and for the specific
purpose  for  which  given.

     Section XIV.13     Maximum Interest Rate
----------------------  -----------------------
No  provision  of  this  Agreement  or  of  any other Loan Document shall
require  the  payment  or  the  collection  of interest in excess of the maximum
amount  permitted  by applicable law.  If any excess of interest in such respect
is  hereby  provided for, or shall be adjudicated to be so provided, in any Loan
Document  or  otherwise in connection with this loan transaction, the provisions
of  this  Section  shall  govern  and  prevail  and neither the Borrower nor the
sureties,  guarantors, successors, or assigns of the Borrower shall be obligated
to  pay  the excess amount of such interest or any other excess sum paid for the
use, forbearance, or detention of sums loaned pursuant hereto.  In the event any
Bank  ever  receives, collects, or applies as interest any such sum, such amount
which would be in excess of the maximum amount permitted by applicable law shall
be  applied  as  a  payment  and  reduction of the principal of the indebtedness
evidenced  by  the  Notes;  and,  if the principal of the Notes has been paid in
full,  any  remaining  excess  shall  forthwith  be  paid  to  the Borrower.  In
determining  whether  or  not  the  interest paid or payable exceeds the Maximum
Rate,  the  Borrower  and each Bank shall, to the extent permitted by applicable
law,  (a)  characterize any non-principal payment as an expense, fee, or premium
rather  than  as  interest,  (b)  exclude  voluntary prepayments and the effects
thereof,  and  (c)  amortize,  prorate, allocate, and spread in equal or unequal
parts  the  total  amount of interest throughout the entire contemplated term of
the  indebtedness  evidenced  by  the Notes so that interest for the entire term
does  not  exceed  the  Maximum  Rate.

<PAGE>
     Section  XIV.14     Notices.  All  notices  and
----------------------   -------
other communications provided for in this Agreement and the other Loan Documents
to  which  the  Borrower  is a party shall be given or made by telex, telegraph,
telecopy,  cable,  or  in  writing and telexed, telecopied, telegraphed, cabled,
mailed  by certified mail return receipt requested, or delivered to the intended
recipient at the "Address for Notices" specified below its name on the signature
pages  hereof; or, as to any party, at such other address as shall be designated
by  such  party  in  a  notice to each other party given in accordance with this
Section.  Except  as  otherwise  provided  in  this  Agreement,  all  such
communications shall be deemed to have been duly given when transmitted by telex
or  telecopy,  subject to telephone confirmation of receipt, or delivered to the
telegraph or cable office, subject to telephone confirmation of receipt, or when
personally  delivered or, in the case of a mailed notice, when duly deposited in
the  mails,  in  each  case  given or addressed as aforesaid; provided, however,
notices to the Bank pursuant to Article II shall not be effective until received
                                ----------
by  the  Bank.

     Section  XIV.15     Governing  Law; Venue; Service of Process
----------------------- ------- ----------------------------------
This Agreement shall be governed by
and  construed  in  accordance  with  the  laws  of  the  State of Texas and the
applicable  laws  of  the  United  States  of  America.  This Agreement has been
entered  into  in  Dallas  County,  Texas,  and  it shall be performable for all
purposes in Dallas County, Texas.  Any action or proceeding against the Borrower
under  or  in  connection  with  any of the Loan Documents may be brought in any
state or federal court in Dallas County, Texas.  The Borrower hereby irrevocably
(a)  submits to the nonexclusive jurisdiction of such courts, and (b) waives any
objection  it  may  now  or hereafter have as to the venue of any such action or
proceeding  brought  in any such court or that any such court is an inconvenient
forum.  The  Borrower  agrees  that  service  of  process upon it may be made by
certified or registered mail, return receipt requested, at its address specified
or  determined  in  accordance  with  the  provisions of Section 14.13.  Nothing
                                                         -------------
herein  or in any of the other Loan Documents shall affect the right of the Bank
to  serve  process in any other manner permitted by law or shall limit the right
of  the  Bank  to  bring  any  action or proceeding against the Borrower or with
respect  to any of its property in courts in other jurisdictions.  Any action or
proceeding  by  the Borrower against the Agent or any Bank shall be brought only
in  a  court  located  in  Dallas  County,  Texas.

     Section  XIV.16     Arbitration.
       -----------           -----------


<PAGE>
     (a)     Arbitration.  Upon  the  demand  of any party, any Dispute shall be
             -----------
resolved by binding arbitration (except as set forth in subsection (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, any of 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.

     (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 Loan
Documents.  The  arbitration  shall be conducted at a location in Texas selected
by  the  AAA  or other administrator.  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
12  U.S.C.  91  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.


<PAGE>
     (d)     Arbitrator  Qualifications  and Powers Awards.  Arbitrators must be
             ---------------------------------------------
active  members  of  the  Texas State Bar with expertise in the substantive laws
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 arbitration (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 (A) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,  and  (B)  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  proceedings  within  one hundred eighty (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  regulations,  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 provisions most directly related to the Loan Documents
or  the subject matter of the Dispute shall control.  This arbitration provision
shall  survive termination, amendment or expiration of any of the Loan Documents
or  any  relationship  between  the  parties.

     Section  XIV.17     Counterparts.  This
----------------------  ------------
Agreement  may  be  executed in one or more counterparts, each of which shall be
deemed  an original, but all of which together shall constitute one and the same
instrument.

     Section  XIV.18     Severability.  Any
 ----------------------- ------------
provision  of  this  Agreement  held  by a court of competent jurisdiction to be
invalid  or  unenforceable  shall not impair or invalidate the remainder of this
Agreement  and  the effect thereof shall be confined to the provision held to be
invalid  or  illegal.

     Section  XIV.19     Headings.  The  headings,
 ---------------------   --------
captions,  and  arrangements used in this Agreement are for convenience only and
shall  not  affect  the  interpretation  of  this  Agreement.


<PAGE>
     Section  XIV.20     Non-Application  of  Chapter  346  of  Texas  Finance
                         -----------------------------------------------------
Code
-----
The  provisions  of  Chapter  346  of  the  Texas  Finance Code are specifically
declared  by the parties hereto not to be applicable to this Agreement or any of
the  other  Loan  Documents  or  to  the  transactions  contemplated  hereby.

     Section  XIV.21     Construction.  The
 ----------------------- ------------
Borrower and the Bank acknowledge that each of them has had the benefit of legal
counsel  of  its  own choice and has been afforded an opportunity to review this
Agreement  and  the  other  Loan  Documents with its legal counsel and that this
Agreement  and the other Loan Documents shall be construed as if jointly drafted
by  the  parties  hereto.

     Section XIV.22     Independence of Covenants
 -------------------   -------------------------
All covenants hereunder shall be given independent effect so that
if  a  particular action or condition is not permitted by any of such covenants,
the  fact  that it would be permitted by an exception to, or be otherwise within
the limitations of, another covenant shall not avoid the occurrence of a Default
if  such  action  is  taken  or  such  condition  exists.

     SECTION  XIV.23     WAIVER  OF  JURY TRIAL
 -----------------------  -----------------------
TO  THE  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO  HEREBY  IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN
ANY  ACTION,  PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR
OTHERWISE)  ARISING  OUT  OF  OR  RELATING  TO  ANY OF THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF THE BANK IN THE NEGOTIATION,
ADMINISTRATION,  OR  ENFORCEMENT  THEREOF.

     SECTION  XIV.24     NOTICE  OF  INDEMNIFICATION
----------------------    --------------------------
THE  PARTIES  TO  THIS  AGREEMENT HEREBY ACKNOWLEDGE AND AGREE
THAT  THIS  AGREEMENT  CONTAINS  CERTAIN  INDEMNIFICATION PROVISIONS PURSUANT TO
SECTION  14.2  HEREOF.
 ---------


<PAGE>
     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of  the  day  and  year  first  above  written.

BORROWER:
--------

PIZZA  INN,  INC.


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

Address  for  Notices:

5050  Quorum,  Suite  500
Dallas,  Texas  75240

Fax  No.:          (972)  702-9510
Telephone  No.:     (972)  701-9955

Attention:          Ronald  Parker


BANK:
----

WELLS  FARGO  BANK  (TEXAS),  NATIONAL  ASSOCIATION


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

Address  for  Notices:

1445  Ross  Avenue
Dallas,  Texas  75265-0291

Fax  No.:          (214)  953-3982
Telephone  No.:     (214)  777-4001

Attention:     Austin  Nettle


<PAGE>
Lending  Office  for  Prime  Rate  Advances

1445  Ross  Avenue
Dallas,  Texas  75265-0291


Lending  Office  for  Eurodollar  Advances

1445  Ross  Avenue
Dallas,  Texas  75265-0291