8
                        EXECUTIVE COMPENSATION AGREEMENT
     THIS  EXECUTIVE  COMPENSATION  AGREEMENT  ("Agreement") is made and entered
into  and  effective  the  ____  day  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  its
________________________________________________,  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    SALARY  AND BONUS.  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 (i) his then current annual
salary,  (ii)  a  bonus equal to twenty percent (20%) of his then current annual
salary  (the  "Section  1.01  Bonus"),  and  (iii)  other benefits, except stock
options, including such increases as the Board or Compensation Committee approve
from  time  to time.  Such salary shall be payable in such periodic installments
as  established  by  the  Board  of  Directors  of  the  Company.
1.02     BENEFITS.  Executive  shall receive a Company provided vehicle or a car
allowance  and  reimbursement  of certain expenses, all as approved from time to
time  by  the Compensation Committee.  All benefits listed above in this section
1.02  shall  be  referred  to  as  the  "Defined  Benefits."  Executive may also
participate  in  the  Company's  benefit  plans.

                                  ARTICLE  II

                          TERMINATION  OF  EMPLOYMENT
2.01     TERMINATION  BY  THE  COMPANY  FOR  CAUSE.  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 (in addition to any
applicable  cure  period).  "Cause"  shall  mean  the  occurrence  of any of the
following  events:
          (a)     the Executive engages in any violation of this Agreement which
is  not  cured,  or with respect to which Executive is not diligently pursuing a
cure, within ten (10) business days of the Company giving notice to Executive to
do  so;

          (b)     the Executive is convicted of any felony or of any misdemeanor
involving  dishonesty  such  as theft, forgery or fraud, or having been indicted
for,  or  had  an  information  filed on him for, such a crime, enters a plea of
guilty  or  nolo  contendere;

          (c)     the  Executive engages in any intentional act of fraud against
the  Company,  any  of its subsidiaries or any of their employees or properties,
which  is  not  cured,  or  with  respect  to  which Executive is not diligently
pursuing  a  cure, within ten (10) business days of the Company giving notice to
Executive  to  do  so;

          (d)     the  Executive  engages  in  the intemperate use of alcohol or
drugs  on  a  repeated basis in a manner which, in the good faith opinion of the
Company's  Board  of  Directors, is impairing the Executive's ability to perform
his  duties  or  obligations  hereunder  and  such  intemperate  use  thereafter
continues  in  such a manner following written notice thereof to Executive, with
at  least  thirty  (30)  days  to  correct  following  such  notice;

          (e)     the  Executive engages in conduct giving rise to a breach of a
monetary  obligation  to the Company and such breach continues following written
notice thereof to Executive, with at least thirty (30) days to correct following
such  notice;  or

          (f)     the  Executive  willfully  fails  to substantially perform his
duties  within  fifteen  (15) business 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.

2.02     TERMINATION  BY EXECUTIVE IN WINDOW PERIOD.  Executive's employment may
be  terminated by Executive with or without any reason at any time within twelve
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 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.
2.03     TERMINATION  BY EXECUTIVE FOR GOOD REASON.  Executive may terminate his
employment  for  good  reason at any time during the term of this Agreement (the
"Good  Reason  Period").  For  purposes  of  this Agreement, "good reason" shall
mean,  without  the  Executive's express written consent, that, (i) Executive is
required  to  relocate,  (ii)  Executive is assigned a position other than Chief
Financial  Officer  and  Vice  President  of  Distribution  or  diminished
responsibilities  with the Company, (iii) Executive is assigned responsibilities
or  travel  requirements inconsistent with the office of Chief Financial Officer
and Vice President of Distribution, (iv) Executive is assigned office facilities
     or  support  staff  inferior to that currently provided, or (v) Executive's
then  current annual base salary, Section 1.01 Bonus or Defined Benefits, as the
same  may  be  increased  from  time  to  time,  are  reduced.
2.04     NOTICE  AND  DATE OF TERMINATION.  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
3.01     WINDOW  PERIOD;  OTHER  THAN  FOR  CAUSE.  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:  (a)  two  and  one  half (2.5) multiplied by (b) the sum of (i) Executive's
then  current  annual salary (provided that such salary shall be deemed to be no
lower  than  Executive's  highest  salary  during  any  one  of  the immediately
preceding  three  fiscal  years)  plus  (ii) the highest amount of bonus and any
other  cash compensation (except salary) received by Executive during any one of
the  immediately  preceding  three  (3)  fiscal  years.
3.02     OUTSIDE  THE  WINDOW  PERIOD;  FOR  CAUSE.  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.
3.03     NOT  A PENALTY OR FORFEITURE.  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.
          3.04     TAX LIMITATION. (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.

               (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.

               (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
through  ___________,  ____.  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.
     5.01     TRADE SECRETS AND NONCOMPETITION.  (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.
     (b)     Non-Competition.  In  consideration  of  Executive's  receipt  of
             ---------------
specialized  training  and  proprietary  information  during the term hereof and
other  good  and  valuable  consideration,  in  the event that the employment of
Executive  hereunder  terminates  for  any  reason,  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
any  payments  made  to  Executive  under  Paragraph  3.01.
     (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.
     (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.
     (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.
     (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.
5.02     PROPRIETARY  INFORMATION.  (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.
     (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  the  duties  of
__________________________________________________________  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  one  arbitrator.  The  American Arbitration
Association  shall  provide  each party with a list of five arbitrators and each
party to the arbitration shall be allowed to strike up to two of the arbitrators
     from  the  list provided.  The arbitration shall be conducted in accordance
with the rules of the American Arbitration Association.  Judgment upon the award
rendered  by  the  arbitrators  may be entered in any court having jurisdiction.
                              ARTICLE  VIII

                              MISCELLANEOUS
8.01     NOTICES.  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.
                          3551  Plano  Parkway
                          The  Colony,  Texas  75056
                          Attn:  Corporate  Secretary

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.
8.02     LAW  GOVERNING  AGREEMENT.  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  Denton  County,  Texas.
8.03     WAIVERS.  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.
8.04     AMENDMENTS.  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.
8.05     SEVERABILITY  AND  LIMITATION.  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.
8.06     HEADINGS.  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.
8.07     SURVIVAL.  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:
                   Ronald  W.  Parker,  President  and  CEO

EXECUTIVE          ________________________________________