February  8,  2005

CERTIFIED  MAIL;
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RECEIPT  NO.
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Pizza  Inn,  Inc.
3551  Plano  Parkway
The  Colony,  Texas  75056
Attn:  Mark  Schwarz

     Re:     Third  Amended  and  Restated  Loan  Agreement  (as amended by that
certain First Amendment to Third Amended and Restated Loan Agreement dated as of
March  28,  2004,  the  "LOAN  AGREEMENT")  dated  as of January 22, 2003 by and
between Pizza Inn, Inc.  ("BORROWER") and Wells Fargo Bank, National Association
(successor  to  Wells  Fargo Bank (Texas), National Association, herein "BANK").
All  terms  used herein and not otherwise defined herein shall have the meanings
given  to  them  in  the  Loan  Agreement.

Ladies  and  Gentlemen:

     Reference  is  made to that certain letter dated December 27, 2004, sent by
you  to  Bank notifying Bank of a Change of Control resulting from Ronald Parker
ceasing  to  be  the  Chief Executive Officer of Borrower (the "PARKER CHANGE OF
CONTROL")  and, in accordance with Section 10.12 of the Loan Agreement, offering
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to  accelerate  payment  of  the  obligations  (the  "NOTICE  AND  OFFER").

In  addition,  you are hereby notified that an Event of Default currently exists
under  the  Loan Agreement.  As disclosed in the most recent draft 10Q statement
of Borrower received by Bank, Bank is aware that Borrower repurchased certain of
its  capital stock for a purchase price of approximately $117,000.  Section 11.4
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of  the  Loan  Agreement  prohibits  Borrower's  repurchase of its capital stock
without  Bank's  consent  (the  "CURRENT  DEFAULT").

Without  waiving  any  Default  or  Event  of  Default now existing or hereafter
arising  under  the  Loan Agreement and the other Loan Documents, other than the
Current  Default,  or any of Bank's rights and remedies under the Loan Agreement
and  the  other  Loan  Documents  resulting  therefrom,  Bank  agrees (a) not to
accelerate  payment  of the Obligations based on the Notice and Offer and (b) to
waive  the  Current  Default,  subject  to  the  following conditions precedent:

1.     Borrower  acknowledges  the  terms  of this letter by executing it in the
space  indicated  below.
2.     On  or before the close of business on February 11, 2005, Borrower enters
into  a  Second  Amendment to Third Amended and Restated Loan Agreement and such
other  documents,  instruments,  promissory  notes  and  agreements  Bank  deems
necessary in connection therewith (the "SECOND AMENDMENT") pursuant to which the
Loan  Agreement is amended in accordance with the terms set forth below and such
other  terms,  covenants  and  agreements  which  are  in  form  and  substance
satisfactory  to  Bank;
a.     The  Revolving  Credit  Commitment  shall  be  reduced  to  $3,000,000;
b.     The  definition  of  "Termination Date" shall be modified to December 23,
2005;
c.     The  interest  rate for the Real Estate Loan shall be modified to LIBOR +
2.25%;
d.     The  interest  rate  for  the  Revolving Credit Loan shall be modified to
LIBOR  +  2.75%  or  Prime  +  0.50%;
e.     The  Commitment  Fee set forth in Section 2.7 of the Loan Agreement shall
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be  terminated;
f.     The  definition  of  "Change  of  Control"  and  the  Change  of  Control
provisions  in  the  Loan  Agreement  shall  be  modified;
g.     Borrower  shall  be  prohibited  from  making  non-financed  capital
expenditures in excess of $500,000 in the aggregate during any given fiscal year
without  Bank's  consent;
h.     Included with existing reporting requirements, Borrower shall be required
to  deliver  an  aged  listing  of  accounts  receivable, accounts payable and a
reconciliation of accounts, and, at any time requested by Bank, a listing of all
account  debtors that includes names, addresses and phone numbers of the account
debtors;
i.     The  Tangible  Net  Worth  covenant contained in Section 12.2 of the Loan
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Agreement  shall  be  deleted;
j.      A  new  financial  covenant  shall  be  added  that requires Borrower to
maintain  total liabilities less subordinated debt divided by Tangible Net Worth
of  not  more  than  1.50  to  1.00;  and
k.     A  new  covenant  shall be added that prohibits the outstanding principal
and  interest  amount  of  the  Revolving  Credit Loan plus all Letter of Credit
Liabilities to exceed 80% of Eligible Accounts (as defined in EXHIBIT A attached
hereto);
3.     No  Event of Default, other than the Current Default, shall have occurred
and  be  continuing,  or  would  result  from  the  Second  Amendment;  and
4.     All of the representations and warranties contained in the Loan Agreement
and  in the other Loan Documents shall be true and correct on and as of the date
of  the  Second  Amendment.
     Failure  by  you  to execute the Second Amendment and such other documents,
instruments,  promissory notes and agreements Bank deems necessary in connection
therewith  on  or before February 11, 2005, shall constitute an Event of Default
under  the  Loan  Agreement.  This  letter  shall  constitute  a  Loan Document.

     Notwithstanding  Bank's  agreement  (a)  not  to  accelerate payment of the
Obligations  based on the Notice and Offer and (b) to waive the Current Default,
subject  to the foregoing conditions, you are hereby notified that Bank requires
strict  compliance  with  the  terms  and  conditions of the Loan Documents. The
execution  by  Bank of this letter, or any other act or omission by Bank, or its
officers  in  connection  herewith,  shall not be deemed a waiver by Bank of any
Default  or Event of Default, other than the Current Default, which may exist or
which  may  occur  in  the  future  under  the  Loan Agreement or any other Loan
Document, or any future Default or Event of Default of the same provision waived
under  the  Current Default (collectively "OTHER VIOLATIONS").  No waiver of any
provision  of  the  Loan Agreement or any other Loan Document shall be effective
unless  the same shall be in writing and signed by Bank, and then such waiver or
consent shall be effective only in the specific instance to which it relates and
for  the  purpose  for  which it is given.  Similarly, nothing contained in this
letter  shall  directly  or  indirectly in any way whatsoever either (i) impair,
prejudice or otherwise adversely affect Bank's right at any time to exercise any
right,  privilege  or  remedy in connection with the Loan Agreement or any other
Loan  Document  with  respect  to  any Other Violations, (ii) amend or alter any
provision  of the Loan Agreement or any other Loan Document, or (iii) constitute
any  course of dealing or other basis for altering any obligation of Borrower or
any  right,  privilege  or  remedy of Bank under the Loan Agreement or any other
Loan  Document.  Nothing  in  this  letter shall be construed to be a consent or
waiver  by  Bank  of  any  Other Violations. The rights provided for in the Loan
Agreement  and  the  other  Loan Documents are cumulative and not intended to be
exclusive of any other right given hereunder or now or hereafter existing at law
or  in  equity  or  by  statute  or  otherwise.
     This letter 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.  The parties agree that
this  letter  may be executed and delivered via facsimile and any such facsimile
copy  of  any  such  document shall be considered to have the same binding legal
effect  as an original copy and each party hereby agrees that it shall not raise
the  use  of a facsimile copy as a defense to this letter and forever waives any
such  defense.  Furthermore,  at the request of any party, a party executing and
delivering  this  letter  by facsimile copy shall re-execute an original copy in
replacement.
     Bank  intends  this  letter  to  supercede  and  replace,  in its entirety,
correspondence  dated  February  4,  2005,  issued  by  Bank  to  Borrower.

     Should  you  have  any  questions,  please  do  not hesitate to contact the
undersigned.

Very  truly  yours,

WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION


By: /s/ Ralph Hamm III
Name:   Ralph Hamm III
Title:  Vice President




<PAGE>
AGREED  AND  ACCEPTED  TO
THIS  9th  DAY  OF  FEBRUARY,  2005  BY:

PIZZA  INN,  INC.


By:  /s/ Robert B. Page
Name:    Robert B. Page
Title:   Chief Executive Officer

<PAGE>


EXHIBIT  A
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     "Eligible  Accounts"  means,  at  any  time, all accounts receivable of the
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Borrower  created in the ordinary course of business that are acceptable to Bank
and  satisfy  the  following  conditions:
1.     The  account  complies  with all applicable laws, rules, and regulations,
including, without limitation, usury laws, the Federal Truth in Lending Act, and
Regulation  Z  of  the  Board  of  Governors  of  the  Federal  Reserve  System;
2.     The  account  has  not  been  outstanding  for more than 90 days past the
original  date  of  invoice;
3.     The  account  does not represent a commission and the account was created
in  connection with (i) the sale of goods by the Borrower in the ordinary course
of  business and such sale has been consummated and such goods have been shipped
and  delivered  and  received  by the account debtor, or (ii) the performance of
services  by  the  Borrower in the ordinary course of business and such services
have  been  completed  and  accepted  by  the  account  debtor;
4.     The account arises from an enforceable contract, the performance of which
has  been  completed  by  the  Borrower;
5.     The  account  does  not  arise  from  the  sale  of any good that is on a
bill-and-hold,  guaranteed  sale, sale-or-return, sale on approval, consignment,
or  any  other  repurchase  or  return  basis;
6.     The  Borrower  has  good  and  indefeasible  title to the account and the
account  is  not  subject  to  any  Lien  except  Liens  in  favor  of  Bank;
7.     The  account  does  not  arise  out  of a contract with or order from, an
account  debtor that, by its terms, prohibits or makes void or unenforceable the
grant  of  a  security  interest by the Borrower to Bank in and to such account;
8.     The account is not subject to any setoff, counterclaim, defense, dispute,
recoupment,  or  adjustment  other  than  normal  discounts  for prompt payment;
9.     The  account  debtor is not insolvent or the subject of any bankruptcy or
insolvency  proceeding  and  has  not  made  an  assignment  for  the benefit of
creditors,  suspended  normal  business  operations,  dissolved,  liquidated,
terminated  its  existence,  ceased  to  pay  its  debts  as they become due, or
suffered a receiver or trustee to be appointed for any of its assets or affairs;
10.     The  account  is  not  evidenced  by  chattel  paper  or  an instrument;
11.     No  default  exists  under  the  account  by  any  party  thereto;
12.     The  account  debtor has not returned or refused to retain, or otherwise
notified  the  Borrower  of any dispute concerning, or claimed nonconformity of,
any  of  the  goods  from  the  sale  of  which  the  account  arose;
13.     The  account is not owed by an Affiliate, employee, officer, director or
shareholder  of  the  Borrower,  except  certain  trade  accounts arising in the
ordinary  course of business from director owned franchises that would otherwise
be  Eligible  Accounts;
14.     The  account  is  payable  in  Dollars  by  the  account  debtor;
15.     The  account is not owed by an account debtor whose accounts Bank in its
sole  discretion  has  chosen  to  exclude  from  Eligible  Accounts;
16.     The  account  shall be ineligible if (a) the account debtor is domiciled
in  any  country  other  than the United States of America and (b) the aggregate
amount  of  accounts owed by account debtors domiciled outside the United States
of  America  is  in  excess  of  $500,000,  to  the  extent  of  such  excess;
17.     The account shall be ineligible if more than twenty percent (20%) of the
aggregate  balances then outstanding on accounts owed by such account debtor and
its  Affiliates  to  the  Borrower are more than 90 days past the dates of their
original  invoices;
18.     The  account  shall  be  ineligible  if the account debtor is the United
States of America or any department, agency, or instrumentality thereof, and the
Federal  Assignment  of  Claims  Act  of  1940,  as amended, shall not have been
complied  with;  and
19.     The  Account  is  otherwise  acceptable  in the sole discretion of Bank;
provided  that  Bank  shall  have  the  right  to  create and adjust eligibility
standards  and  related  reserves  from  time  to  time in its good faith credit
judgment.
     The  amount  of  the  Eligible  Accounts  owed  by an account debtor to the
Borrower  shall  be  reduced  by  the  amount of all "contra accounts" and other
obligations  owed  by  the  Borrower  to  such  account  debtor.