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

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

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

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

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

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



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



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


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

<PAGE>

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