EXECUTIVE COMPENSATION AGREEMENT


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

                              W I T N E S S E T H:


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

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


                                    ARTICLE I

                                  COMPENSATION


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



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                                   ARTICLE II

                            TERMINATION OF EMPLOYMENT

                      TERMINATION BY THE COMPANY FOR CAUSE


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

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

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

                    TERMINATION BY EXECUTIVE IN WINDOW PERIOD

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

                    TERMINATION BY EXECUTIVE FOR GOOD REASON

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

                         NOTICE AND DATE OF TERMINATION

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


                                   ARTICLE III

                   OBLIGATIONS OF THE COMPANY UPON TERMINATION

                      WINDOW PERIOD;  OTHER THAN FOR CAUSE

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

                      OUTSIDE THE WINDOW PERIOD; FOR CAUSE

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

                           NOT A PENALTY OR FORFEITURE

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

                                 TAX LIMITATION

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

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

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


                                   ARTICLE IV

                                      TERM

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


                                    ARTICLE V

                                NONCOMPETE, ETC.

                        TRADE SECRETS AND NONCOMPETITION


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

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

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

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

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

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

                             PROPRIETARY INFORMATION

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

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


                                   ARTICLE VI

                               TITLE AND AUTHORITY

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

                                   ARTICLE VII

                                   ARBITRATION

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


                                  ARTICLE VIII

                                  MISCELLANEOUS

                                     NOTICES

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

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

     If  to  Executive:          ___________________

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


                      INCLUSION OF ENTIRE AGREEMENT HEREIN

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

                             LAW GOVERNING AGREEMENT

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


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

                                   AMENDMENTS

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

                           SEVERABILITY AND LIMITATION

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

                                    HEADINGS

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

<PAGE>

                                    SURVIVAL

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

     EXECUTED  as  of  the  date  and  year  first  above  written.

                         PIZZA  INN,  INC.


                         By:     ___________________________
                         Name:     ___________________________
                         Title:     ___________________________


                         __________________________________
                         Executive