FIFTH AMENDED AND RESTATED REVOLVING CREDIT NOTE
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$9,500,000.00     Dallas,  Texas     January  31,  2002
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     FOR  VALUE  RECEIVED,  the  undersigned,  PIZZA  INN,  INC.,  a  Missouri
corporation (the "BORROWER"), hereby promises to pay to the order of WELLS FARGO
BANK  (TEXAS),  NATIONAL  ASSOCIATION,  a  national banking association formerly
known  as  First  Interstate  Bank  of  Texas,  N.A. (the "BANK"), at its office
located  at  1445  Ross  Avenue,  Dallas, Texas 75265, on or before December 31,
2003,  in  lawful  money  of  the  United  States  of America and in immediately
available  funds,  the  principal  sum of Nine Million Five Hundred Thousand and
No/100  Dollars  ($9,500,000.00)  or  such  lesser  amount  as  shall  equal the
aggregate  unpaid  principal  amount  of  the  Existing Loans and any additional
Advances made by the Bank to the Borrower under Article II of the Loan Agreement
referred  to  below,  and to pay interest on the amount of each such Advance, at
such  office,  in like money and funds, for the period commencing on the date of
such  Advance  until  such Advance shall be paid in full, at the rates per annum
and  on  the  dates  provided  in  the  Loan  Agreement.

The  Borrower  hereby  authorizes the Bank to endorse on the Schedule annexed to
this  Fifth  Amended and Restated Revolving Credit Note (this "NOTE") the amount
and  Type  of  Advances  made to the Borrower by the Bank and all Continuations,
Conversions,  and  payments  of  principal  in  respect  of such Advances, which
endorsements  shall,  in  the absence of manifest error, be conclusive as to the
outstanding  principal  amount of all such Advances; provided, however, that the
failure  to make such notation with respect to any such Advance or payment shall
not  limit  or  otherwise  affect the obligations of the Borrower under the Loan
Agreement  or  this  Note.

This  Note  is  the  Revolving Credit Note referred to in the Second Amended and
Restated Loan Agreement dated as of March 31, 2000, between the Borrower and the
Bank  (as  the same may be amended, modified, or supplemented from time to time,
being  referred  to  herein as the "LOAN AGREEMENT"), and evidences the Existing
Loans  and  all  additional  Advances  made  by  the  Bank thereunder.  The Loan
Agreement,  among  other  things,  contains  provisions  for acceleration of the
maturity  of  this Note upon the happening of certain stated events and also for
prepayments  of  Advances  prior to the maturity of this Note upon the terms and
conditions specified in the Loan Agreement.  Capitalized terms used in this Note
and  not  otherwise defined herein have the respective meanings assigned to them
in  the  Loan  Agreement.

Notwithstanding  anything to the contrary contained herein, no provision of this
Note shall require the payment or permit the collection of interest in excess of
the  Maximum Rate.  If any excess of interest in such respect is herein provided
for,  or  shall  be  adjudicated to be so provided, in this Note or otherwise in
connection  with  this  loan  transaction, the provisions of the paragraph 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.  If for any reason interest in
excess of the Maximum Rate shall be deemed charged, required or permitted by any
court  of  competent jurisdiction, any such excess shall be applied as a payment
and  reduction  of the principal of indebtedness evidenced by this Note; and, if
the  principal  amount  hereof 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 the Bank shall, to
the  extent  permitted  by  applicable  law,  (i) characterize any non-principal
payment  as  an  expense,  fee, or premium rather than as interest, (ii) exclude
voluntary  prepayments  and  the  effects  thereof, and (iii) 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 this
Note  so that the interest for the entire term does not exceed the Maximum Rate.

This  Note 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
Note  is  performable  in  Dallas  County,  Texas.

This  Note  is  given  in  renewal,  extension  and  modification  of,  but  not
extinquishment or novation of, the indebtedness evidenced by that certain Fourth
Amended  and  Restated  Revolving  Credit Note dated as of March 31, 2000 in the
original  principal amount of $9,500,000 executed by the Borrower and payable to
the  order  of  the  Bank,  which  in  turn  was given in renewal, extension and
modification  of,  but  not  in  extinguishment or novation of, the indebtedness
evidenced by that certain Third Amended and Restated Revolving Credit Note dated
as of August 31, 1999 in the original principal amount of $9,500,000 executed by
the  Borrower  and  payable to the order of the Bank, which in turn was given in
renewal,  extension  and  modification of, but not in extinguishment or novation
of,  the  indebtedness  evidenced  by  that  certain Second Amended and Restated
Revolving  Credit  Note dated as of September 14, 1998 in the original principal
amount  of  $9,500,000  executed by the Borrower and payable to the order of the
Bank, which in turn was given in renewal, extension and modification of, but not
extinguishment  or  novation  of,  the  indebtedness  evidenced  by that certain
Amended  and  Restated  Revolving Credit Note dated as of August 28, 1997 in the
original  principal amount of $9,500,000 executed by the Borrower and payable to
the  order  of  the  Bank.

The  Borrower  and each surety, guarantor, endorser, and other party ever liable
for  payment  of  any  sums  of money payable on this Note jointly and severally
waive  notice,  presentment,  demand for payment, protest, notice of protest and
non-payment or dishonor, notice of acceleration, notice of intent to accelerate,
notice  of  intent  to  demand,  diligence  in  collecting, grace, and all other
formalities  of  any  kind, and consent to all extensions without notice for any
period  or  periods  of time and partial payments, before or after maturity, and
any  impairment  of  any collateral securing this Note, all without prejudice to
the  holder.  The  holder  shall similarly have the right to deal in any way, at
any  time, with one or more of the foregoing parties without notice to any other
party,  and to grant any such party any extensions of time for payment of any of
said  indebtedness,  or  to  release or substitute part of all of the collateral
securing  this  Note,  or  to  grant  any  other  indulgences  or  forebearances
whatsoever,  without  notice to any other party and without in any way affecting
the  personal  liability  of  any  party  hereunder.

     PIZZA  INN,  INC.
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     By: /s/ Ronald W. Parker
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          Ronald  W.  Parker
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          President
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