THIRD AMENDED AND RESTATED LOAN AGREEMENT
                          Dated as of January 22, 2003
                                     between
                 WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
                                       and
                                 PIZZA INN, INC.



<PAGE>
                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
ARTICLE  I.

DEFINITIONS                                                                    2
Section  1.1.     Definitions                                                  2
Section  1.2.     Other  Definitional  Provisions                             14
ARTICLE  II.

REVOLVING  CREDIT  LOANS                                                      14
Section  2.1.     Revolving  Credit  Commitment                               14
Section  2.2.     Revolving  Credit  Note                                     14
Section  2.3.     Repayment  of  Advances                                     14
Section  2.4.     Interest                                                    14
Section  2.5.     Borrowing  Procedure                                        15
Section  2.6.     Use  of  Proceeds                                           16
Section  2.7.     Commitment  Fee                                             16
Section  2.8.     Reduction  or  Termination  of  Revolving  Credit Commitment16
Section  2.9.     Letters  of  Credit.                                        17
ARTICLE  III.

TERM  LOAN                                                                    19
Section  3.1.     Term  Loan                                                  19
Section  3.2.     Intentionally  Deleted.                                     19
Section  3.3.     Repayment  of  Term  Loan                                   20
Section  3.4.     Interest                                                    20
ARTICLE  IV.

REAL  ESTATE  LOAN                                                            20
Section  4.1.     Real  Estate  Loan                                          20
Section  4.2.     Use  of  Proceeds                                           20
ARTICLE  V.

PAYMENTS                                                                      21
Section  5.1.     Method  of  Payment                                         21
Section  5.2.     Voluntary  Prepayment                                       21
Section  5.3.     Mandatory  Prepayment  of  Advances                         21
Section  5.4.     Withholding  Taxes                                          21
Section  5.5.     Computation  of  Interest                                   22
ARTICLE  VI.

SPECIAL  PROVISIONS  REGARDING  LIBOR  ADVANCES                               22
Section  6.1.     Conversions  and  Continuations                             22
Section  6.2.     Additional  Costs.                                          22
Section  6.3.     Limitation  on  Types  of  Advances                         24
Section  6.4.     Illegality                                                  24
Section  6.5.     Treatment  of  Affected  Advances                           24
Section  6.6.     Compensation                                                25
Section  6.7.     Capital  Adequacy                                           25
ARTICLE  VII.

SECURITY                                                                      26
Section  7.1.     Collateral                                                  26
Section  7.2.     Existing  Liens  to  Continue                               26
Section  7.3.     Setoff                                                      26
Section  7.4.     Guaranty                                                    27
ARTICLE  VIII.

CONDITIONS  PRECEDENT  AND  CLOSING                                           27
Section  8.1.     Conditions  Precedent  to  Initial  Advance                 27
Section  8.2.     [Intentionally  Deleted].                                   28
Section  8.3.     Conditions  Precedent  to  All  Advances                    28
Section  8.4.     Closing                                                     29
ARTICLE  IX.

REPRESENTATIONS  AND  WARRANTIES                                              29
Section  9.1.     Corporate  Existence                                        29
Section  9.2.     Financial  Statements                                       29
Section  9.3.     Corporate  Action;  No  Breach                              30
Section  9.4.     Operation  of  Business                                     30
Section  9.5.     Litigation  and  Judgments                                  30
Section  9.6.     Rights  in  Properties;  Liens                              30
Section  9.7.     Enforceability                                              31
Section  9.8.     Approvals                                                   31
Section  9.9.     Debt                                                        31
Section  9.10.     Taxes                                                      31
Section  9.11.     Use  of  Proceeds;  Margin  Securities                     31
Section  9.12.     ERISA                                                      31
Section  9.13.     Disclosure                                                 32
Section  9.14.     Subsidiaries                                               32
Section  9.15.     Agreements                                                 32
Section  9.16.     Compliance  with  Laws                                     32
Section  9.17.     Inventory                                                  32
Section  9.18.     Investment  Company  Act                                   32
Section  9.19.     Public  Utility  Holding  Company  Act                     32
Section  9.20.     Environmental  Matters                                     33
ARTICLE  X.

POSITIVE  COVENANTS                                                           34
Section  10.1.     Reporting  Requirements                                    34
Section  10.2.     Maintenance  of  Existence;  Conduct  of  Business         36
Section  10.3.     Maintenance  of  Properties                                36
Section  10.4.     Taxes  and  Claims                                         36
Section  10.5.     Insurance                                                  36
Section  10.6.     Inspection  Rights                                         37
Section  10.7.     Keeping  Books  and  Records                               37
Section  10.8.     Compliance  with  Laws                                     37
Section  10.9.     Compliance  with  Agreements                               37
Section  10.10.     Further  Assurances                                       37
Section  10.11.     ERISA                                                     37
Section  10.12.     Change  of  Control                                       37
Section  10.13.     Interest  Rate  Protection                                38
ARTICLE  XI.

NEGATIVE  COVENANTS                                                           38
Section  11.1.     Debt                                                       38
Section  11.2.     Limitation  on  Liens                                      38
Section  11.3.     Mergers,  Etc                                              39
Section  11.4.     Restricted  Payments                                       39
Section  11.5.     Investments                                                40
Section  11.6.     Limitation  on  Issuance  of  Capital  Stock               41
Section  11.7.     Transactions  With  Affiliates                             41
Section  11.8.     Disposition  of  Assets                                    41
Section  11.9.     Sale  and  Leaseback                                       42
Section  11.10.     Prepayment  of  Debt                                      42
Section  11.11.     Nature  of  Business                                      42
Section  11.12.     Environmental  Protection                                 42
Section  11.13.     Accounting                                                42
ARTICLE  XII.

FINANCIAL  COVENANTS                                                          43
Section  12.1.     Current  Ratio                                             43
Section  12.2.     Funded  Debt  Ratio                                        43
Section  12.3.     Fixed  Charge  Coverage  Ratio                             43
Section  12.4.     Operating  Leases                                          43
ARTICLE  XIII.

DEFAULT                                                                       43
Section  13.1.     Events  of  Default                                        43
Section  13.2.     Remedies                                                   46
Section  13.3.     Performance  by  the  Bank                                 47
ARTICLE  XIV.

MISCELLANEOUS                                                                 47
Section  14.1.     Expenses                                                   47
Section  14.2.     INDEMNIFICATION                                            47
Section  14.3.     Limitation  of  Liability                                  48
Section  14.4.     No  Duty                                                   48
Section  14.5.     No  Fiduciary  Relationship                                48
Section  14.6.     Equitable  Relief                                          48
Section  14.7.     No  Waiver;  Cumulative  Remedies                          49
Section  14.8.     Successors;  Assignment                                    49
Section  14.9.     Participations                                             49
Section  14.10.     Survival                                                  49
Section  14.11.     ENTIRE  AGREEMENT                                         49
Section  14.12.     Amendments,  Etc                                          49
Section  14.13.     Maximum  Interest  Rate                                   50
Section  14.14.     Notices                                                   50
Section  14.15.     Governing  Law;  Venue;  Service  of  Process             50
Section  14.16.     Arbitration.                                              51
Section  14.17.     Counterparts                                              53
Section  14.18.     Severability                                              53
Section  14.19.     Headings                                                  53
Section 14.20.     Non-Application of Chapter 346 of Texas Finance Code       53
Section  14.21.     Construction                                              53
Section  14.22.     Independence  of  Covenants                               53
Section  14.23.     WAIVER  OF  JURY  TRIAL                                   53
Section  14.24.     NOTICE  OF  INDEMNIFICATION                               53


<PAGE>
                                     ------
                    THIRD AMENDED AND RESTATED LOAN AGREEMENT
                    -----------------------------------------
     THIS  THIRD  AMENDED  AND  RESTATED  LOAN  AGREEMENT (this "Agreement"), is
                                                                 ---------
executed  as  of  January  22,  2003  (the "Execution Date"), effective for all
                                             --------------
purposes  as  of  December  29,  2002 (the "Effective Date"), between PIZZA INN,
                                            --------------
INC.,  a  corporation  duly organized and validly existing under the laws of the
State  of  Missouri  (the  "Borrower"),  and  WELLS FARGO BANK (TEXAS), NATIONAL
                            --------
ASSOCIATION  (the  "Bank").
                    ----
                                    RECITALS:
                                    ---------
     WHEREAS,  Borrower  entered  into  that  certain Loan Agreement dated as of
December  1,  1994  with  The  Provident  Bank and Bank, as amended by (a) First
Amendment  to  Loan Agreement dated April 28, 1995, (b) Second Amendment to Loan
Agreement  dated November 30, 1995 (the "Second Amendment"), (c) Third Amendment
                                         ----------------
to  Loan  Agreement  dated  June  28,  1996,  and  (d)  Fourth Amendment to Loan
Agreement  dated  April  1,  1997  (as  amended, the "1994 Loan Agreement"); and
                                                      -------------------

     WHEREAS,  pursuant  to the terms of the Second Amendment, the Bank acquired
all of The Provident Bank's rights and obligations under the 1994 Loan Agreement
and  the other Loan Documents, and the Bank became the sole bank thereunder; and

     WHEREAS,  the  Borrower and the Bank (a) renewed, extended and restructured
the  existing  indebtedness  under  the  1994 Loan Agreement and (b) amended and
restated  the  1994 Loan Agreement in its entirety by entering into that certain
Amended  and  Restated Loan Agreement dated as of August 28, 1997, as amended by
(a) First Amendment to Amended and Restated Loan Agreement dated as of September
14,  1998  and (b) Second Amendment to Amended and Restated Loan Agreement dated
as  of  August  31,  1999  (as  amended,  the  "1997  Loan  Agreement");  and
                                                ---------------------

     WHEREAS,  the  Borrower and the Bank (a) renewed, extended and restructured
the  existing  indebtedness  under  the  1997 Loan Agreement and (b) amended and
restated  the  1997 Loan Agreement in its entirety by entering into that certain
Second  Amended  and  Restated  Loan  Agreement  dated  as of March 31, 2000, as
amended  by  (a)  First  Amendment to Second Amended and Restated Loan Agreement
dated  as  of  December  28,  2000,  (b)  Second Amendment to Second Amended and
Restated Loan Agreement dated as of January 31, 2002, and (c) Third Amendment to
Second  Amended  and  Restated Loan Agreement dated as of September 26, 2002 (as
amended,  the  "Existing  Loan  Agreement").
                -------------------------

     WHEREAS, the Borrower has requested the Bank to make certain amendments and
modifications  to the terms and provisions of the Existing Loan Agreement and to
amend  and  restate  the  Existing  Loan  Agreement  in  its  entirety;  and
WHEREAS,  subject  to  the  terms  and provisions of this Agreement, the Bank is
willing  to  amend  and  modify  the  terms  and provisions of the Existing Loan
Agreement  in  certain  respects  and  to  amend  and  restate the Existing Loan
Agreement  in  its  entirety;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained,  the parties hereto agree that the Existing Loan Agreement is amended
and  restated  in  its  entirety  as  of the Effective Date to hereafter read as
follows:
                                     ARTICLE  I.

                                    Definitions
Section  1.1.     Definitions.  As  used  in this Agreement, the following terms
                  -----------
have  the  following  meanings:
     "AAA"  has  the  meaning  set  forth  in  Section  14.16(b).
      ---                                      -----------------
"Additional  Costs"  has  the  meaning  set  forth  in  Section  6.2.
 -----------------                                      ------------
"Advance"  means  the Existing Loans and any advance of funds by the Bank to the
 -------
Borrower  pursuant to Article II, Article III or Article IV and the Continuation
                      ----------  -----------    ----------
or  Conversion  thereof  pursuant  to  the  provisions  hereof.
"Advance  Request  Form"  means,  a  certificate,  in  substantially the form of
 ----------------------
Exhibit  C  hereto,  properly  completed and signed by the Borrower requesting a
 ---------
Revolving  Credit  Advance  or  the  Term  Loan  Advance.
 --
"Affiliate"  means,  as  to  any  Person,  any other Person (a) that directly or
 ---------
indirectly, through one or more intermediaries, controls or is controlled by, or
 ----
is  under  common  control  with,  such  Person; (b) that directly or indirectly
beneficially  owns  or  holds  five  percent (5%) or more of any class of voting
stock  of  such  Person; or (c) five percent (5%) or more of the voting stock of
which  is  directly  or  indirectly  beneficially owned or held by the Person in
question.  The  term  "control" means possession, directly or indirectly, of the
                       -------
power  to  direct or cause direction of the management and policies of a Person,
whether  through  the ownership of voting securities, by contract, or otherwise;
provided,  however,  in  no  event  shall the Bank be deemed an Affiliate of the
Borrower  or  any  of  its  Subsidiaries.
"Applicable  Lending Office" means, for each Type of Advance, the lending office
 --------------------------
of  the  Bank  (or  of an Affiliate of Bank) designated for such Type of Advance
below its name on the signature pages hereof or such other office of Bank (or of
an  Affiliate  of Bank) as Bank may from time to time specify to the Borrower as
the  office  by  which  its Advances of such Type are to be made and maintained.
"Applicable  Rate"  means: (a) during the period that an Advance is a Prime Rate
 ----------------
Advance,  the  Prime Rate plus the Prime Rate Margin applicable to such Advance;
and  (b)  during  the  period that an Advance is a LIBOR Advance, the LIBOR Rate
plus  the  LIBOR  Rate  Margin  applicable  to  such  Advance.
"Authorized  Officer"  means  the  chief  executive officer, the chief operating
 -------------------
officer,  the  chief  financial  officer,  the  controller or the secretary of a
 ---
corporation.
 ---
     "Base LIBOR" means, for any LIBOR Advance for any Interest Period, the rate
      ----------
per  annum for United States dollar deposits quoted by the Reference Bank as the
Inter-Bank  Market  Offered  Rate on the date that is two Business Days prior to
the  Interest  Period,  with  the  understanding that such rate is quoted by the
Reference  Bank  for  the purpose of calculating effective rates of interest for
loans  making  reference  thereto,  on  the  first day of an Interest Period for
delivery  of  funds on such date for a period of time approximately equal to the
number  of days in such Interest Period, and in an amount approximately equal to
the  principal  amount  to  which  such  Interest  Period  applies.  Borrower
understands  and  agrees  that  the Reference Bank may base its quotation of the
Inter-Bank  Market  Offered  Rate upon such offers or other market indicators of
the  Inter-Bank  Market  as  the  Reference  Bank, in its sole discretion, deems
appropriate  including,  without  limitation, the rate offered for United States
dollar  deposits  on  the  London  Inter-Bank  Market.
"Basle  Accord"  means, the proposals for risk-based capital framework described
 -------------
by  the  Basle Committee on Banking Regulations and Supervisory Practices in its
paper  entitled  "International  Convergence  of Capital Measurement and Capital
Standards"  dated July 1988, as amended, supplemented and otherwise modified and
in  effect  from  time  to  time,  or  any  replacement  thereof.
"Business Day" means (a) any day on which commercial banks are not authorized or
 ------------
required  to  close  in  Dallas,  Texas, and (b) with respect to all borrowings,
payments,  Conversions,  Continuations,  Interest  Periods,  and  notices  in
connection  with  LIBOR  Advances,  any day which is a Business Day described in
clause  a above and which is also a day on which dealings in Dollar deposits are
   ------
carried  out  in  the  London  interbank  market.
"Capital  Expenditures"  means  expenditures of Borrower and the Subsidiaries in
 ---------------------
respect of the purchase or other acquisition of fixed or capital assets less the
 -
amounts  expended  in  connection  with  the  construction on the Real Property.
"Capital  Lease  Obligations"  means,  as to any Person, the obligations of such
 ---------------------------
Person  to  pay  rent  or  other  amounts  under  a lease of (or other agreement
 --
conveying the right to use) real and/or personal property, which obligations are
 --
required  to  be  classified  and  accounted for as a capital lease on a balance
sheet  of  such Person under GAAP. For purposes of this Agreement, the amount of
such  Capital  Lease  Obligations  shall  be  the  capitalized  amount  thereof,
determined  in  accordance  with  GAAP.
"Change  of  Control" means (a) the merger or consolidation of the Borrower with
 -------------------
any  other  Person  with  the  effect that the then existing shareholders of the
Borrower  will  hold  less than fifty percent (50%) of the total voting power of
the  surviving  corporation, (b) the acquisition of at least forty percent (40%)
of  the  voting power or any class of voting stock of the Borrower by any Person
or  related  group  of  Persons,  (c)  any  existing  shareholder  of  Borrower
(including,  without  limitation,  Newcastle  Partners,  L.P.,  a  Texas limited
partnership,  and any of its subsidiaries or Affiliates) or any related group of
Persons  to  such  existing  shareholder  beneficially  owns, holds or controls,
directly  or indirectly, in excess of forty percent (40%) of the voting power or
any class of voting stock of the Borrower or (d) Ronald Parker shall cease to be
the  chief  executive  officer of the Borrower or, in the opinion of Bank, shall
cease  to  be  actively  engaged  in  the  management of the Borrower and in its
day-to-day  operations.
"Closing  Date"  has  the  meaning  set  forth  in  Section  8.4.
 -------------                                      ------------
"Code"  means the Internal Revenue Code of 1986, as amended, and the regulations
 ----
promulgated  and  rulings  issued  thereunder.
"Collateral"  has  the  meaning  set  forth  in  Section  7.1.
 ----------                                      ------------
"Commitment  Fee  Rate"  means  0.375%  per  annum.
 ---------------------
     "Consolidated  Assets" means, at any particular time, all amounts which, in
      --------------------
conformity  with  GAAP,  would  be  included as assets on a consolidated balance
sheet  of  Borrower  and  the  Subsidiaries.
     "Consolidated  Current  Assets"  means, at any particular time, all amounts
      -----------------------------
which,  in  conformity  with  GAAP,  would  be  included  as current assets on a
consolidated  balance  sheet of the Borrower and the Subsidiaries, excluding any
prepaid  expenses.
"Consolidated  Current  Liabilities"  means, at any particular time, all amounts
 ----------------------------------
which,  in  conformity  with GAAP, would be included as current liabilities on a
 -
consolidated  balance  sheet  of  the  Borrower  and  the  Subsidiaries.
 -
"Consolidated  Liabilities" means, at any particular time, all amounts which, in
 -------------------------
conformity with GAAP, would be included as liabilities on a consolidated balance
sheet  of  the  Borrower  and  the  Subsidiaries.
"Consolidated  Net  Income"  means, for any period, the aggregate net income (or
 -------------------------
net  loss)  of  the  Borrower  and  the  Subsidiaries on a consolidated basis as
 -
determined  in  accordance  with  GAAP.
 -
"Construction  Loan  Agreement"  means  that certain Construction Loan Agreement
 -----------------------------
between  the  Borrower  and  the Bank dated as of December 28, 2000, executed in
 --
connection  with  the  Real  Estate  Loan,  together  with  all  amendments,
 --
modifications  and  supplements  thereto.
 --
"Continue,"  "Continuation,"  and  "Continued"  shall  refer to the continuation
 --------     ------------          ---------
pursuant  to Section 6.1 of a LIBOR Advance as a LIBOR Advance from one Interest
 ---         -----------
Period  to  the  next  Interest  Period.
"Convert," "Conversion," and "Converted" shall refer to a conversion pursuant to
 -------    ----------        ---------
Article  VI  of  one  Type  of  Advance  into  another  Type  of  Advance.
-----------
"Current Ratio" means, at any particular time, the ratio of Consolidated Current
 -------------
Assets  to  Consolidated  Current  Liabilities.
"Debt"  means,  as  to  any  Person  at  any time (without duplication): (a) all
 ----
obligations  of  such  Person  for  borrowed  money, (b) all obligations of such
 ----
Person  evidenced by bonds, notes, debentures, or other similar instruments, (c)
 ----
all obligations of such Person to pay the deferred purchase price of property or
services,  except  trade accounts payable of such Person arising in the ordinary
course  of business that are not past due by more than ninety (90) days, (d) all
Capital  Lease  Obligations  of  such  Person,  (e)  all  indebtedness  or other
obligations  of others Guaranteed by such Person, (f) all obligations secured by
a Lien existing on property owned by such Person, whether or not the obligations
secured  thereby  have  been  assumed  by such Person or are non-recourse to the
credit of such Person, (g) all reimbursement obligations of such Person (whether
contingent  or otherwise) in respect of letters of credit, bankers' acceptances,
surety  or  other bonds and similar instruments, and (h) all liabilities of such
Person  in  respect  of  unfunded  vested  benefits  under  any  Plan.
"Deed of Trust" means that certain Deed of Trust and Security Agreement dated as
 -------------
of  December  28,  2000, executed by Borrower in favor of the Bank in connection
with  the  Real  Estate Loan and recorded in Denton County, Texas, together with
all  amendments,  modifications  and  supplements  thereto.
"Default"  means  an Event of Default or the occurrence of an event or condition
 -------
which  with  notice  or  lapse of time or both would become an Event of Default.
"Default  Rate"  means the lesser of (i) the Maximum Rate or (ii) the sum of the
 -------------
Prime  Rate  in effect from day to day plus three and twenty-five one hundredths
percent  (3.25%).
"Dispute"  has  the  meaning  set  forth  in  Section  14.16(a).
 -------                                      -----------------
"Dollars"  and  "$"  mean  lawful  money  of  the  United  States  of  America.
 -------         -
"Domestic  Subsidiaries" means Barko Realty, Inc., a Texas corporation, R-Check,
 ----------------------
Inc.,  a  Texas  corporation,  and  Pizza  Inn  of  Delaware,  Inc.,  a Delaware
corporation,  and  any  other  subsidiaries  organized  under  the  laws  of the
jurisdiction  of  any  state  in  the  United  States  which have guaranteed the
Obligations  pursuant  to  the  Guaranty.
"EBITDA"  means,  for  the  preceding  12  month period, Consolidated Net Income
 ------
calculated  before  federal income taxes, plus depreciation and amortization and
 ----                                     ----
interest  expenses,  minus (a) any extraordinary gains or losses of the Borrower
                     -----
during  the  period  in  question, plus (b) any write-off (whether as a bad debt
                                   ----
expense  or  otherwise) resulting directly from the loan made by the Borrower to
C.  Jeffrey  Rogers  on  October  6,  1999  in  the original principal amount of
$1,949,697.51  or  minus  any  recovery  resulting  directly  from  such  loan.
"Environmental  Laws"  means  any  and  all  federal,  state,  and  local  laws,
 -------------------
regulations,  and requirements pertaining to health, safety, or the environment,
 --------
including,  without  limitation,  the  Comprehensive  Environmental  Response,
Compensation  and  Liability Act of 1980, 42 U.S.C.   9601 et seq., the Resource
                                                           ------
Conservation  and  Recovery Act of 1976, 42 U.S.C.   6901 et seq., the Clean Air
                                                          ------
Act,  42  U.S.C.   7401  et seq., the Clean Water Act, 33 U.S.C.   1251 et seq.,
                         ------                                         ------
and  the  Toxic  Substances Control Act, 15 U.S.C.   2601 et seq., as such laws,
                                                          ------
regulations,  and requirements may be amended or supplemented from time to time.
"Environmental  Liabilities"  means,  as  to  any  Person,  all  liabilities,
 --------------------------
obligations,  responsibilities,  Remedial  Actions,  losses,  damages,  punitive
 ---------
damages,  consequential damages, treble damages, costs, and expenses (including,
 ----
without  limitation, all reasonable fees, disbursements and expenses of counsel,
expert  and consulting fees and costs of investigation and feasibility studies),
fines,  penalties,  sanctions, and interest incurred as a result of any claim or
demand,  by  any  Person,  whether  based  in contract, tort, implied or express
warranty,  strict  liability,  criminal  or  civil  statute,  including  any
Environmental Law, permit, order or agreement with any Governmental Authority or
other  Person,  arising  from  environmental, health or safety conditions or the
Release  or  threatened  Release  of  a Hazardous Material into the environment,
resulting  from  the  past,  present, or future operations of such Person or its
Affiliates.
"ERISA"  means  the  Employee Retirement Income Security Act of 1974, as amended
 -----
from time to time, and the regulations and published interpretations thereunder.
 -
"ERISA  Affiliate"  means any corporation or trade or business which is a member
 ----------------
of  the  same  controlled  group  of corporations (within the meaning of Section
                                                                         -------
414(b)  of  the  Code)  as  the  Borrower or is under common control (within the
    --
meaning  of  Section  414(c)  of  the  Code)  with  the  Borrower.
    -        ---------------
"Event  of  Default"  has  the  meaning  specified  in  Section  13.1.
 ------------------                                     -------------
"Existing  Letters  of  Credit"  means those letters of credit more specifically
 -----------------------------
described  on  Schedule  1.1(a)  attached  hereto.
 --            ----------------
"Existing  Loans" means the existing revolving credit loans provided by the Bank
 ---------------
to  the  Borrower  pursuant  to  the  Existing  Loan  Agreement.
"Facility  Fee"  means  Seventeen  Thousand  Five  Hundred Dollars ($17,500.00).
 -------------
"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if
 ------------------
necessary, to the nearest 1/16 of 1%) equal to the weighted average of the rates
on  overnight  Federal  funds  transactions  with members of the Federal Reserve
System  arranged  by  Federal  funds  brokers  on  such day, as published by the
Federal  Reserve  Bank of New York on the Business Day next succeeding such day,
provided  that  (a)  if the day for which such rate is to be determined is not a
Business  Day, the Federal Funds Rate for such day shall be such rate on federal
funds  transactions  on  the  next preceding Business Day as so published on the
next  succeeding  Business Day, and (b) if such rate is not so published on such
next  succeeding  Business  Day, the Federal Funds Rate for any day shall be the
average  rate  charged to Wells Fargo Bank (Texas), National Association on such
day  on  federal  funds  transactions  as  determined  by  the  Bank.
"Fixed  Charge  Coverage  Ratio"  means, at any time, the quotient determined by
 ------------------------------
dividing  (a)  the  sum  of  (i)  EBITDA  for the preceding twelve (12) calendar
 --
months,  minus  (ii)  treasury  stock  purchases  made  by  the Borrower for the
 --
preceding  twelve  (12)  calendar  months,  minus  (iii)  dividends  paid by the
 --
Borrower during the preceding twelve (12) calendar months, 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.
"Foreign  Subsidiaries"  means  PIBCO, Ltd., a Bermuda corporation, Pizza Inn of
 ---------------------
South  Africa,  a  South Africa corporation, and Pizza Inn Servicos De Gestao De
 -
Franchising  Lda.,  a  Madeira,  Portugal  corporation,  collectively.
 -
"Funded  Debt Ratio" means, at any time, the quotient determined by dividing (a)
 ------------------
the  sum  of all Debt for borrowed money, Capital Lease Obligations and purchase
money  Debt  of the Borrower and the Subsidiaries (including the current portion
of  such Debt which constitutes Long Term Debt), by (b) EBITDA for the preceding
twelve  (12)  complete  fiscal  months.
"GAAP"  means  generally accepted accounting principles, applied on a consistent
 ----
basis,  as  set  forth  in  Opinions  of  the Accounting Principles Board of the
American  Institute  of Certified Public Accountants and/or in statements of the
Financial  Accounting  Standards  Board  and/or  their respective successors and
which are applicable in the circumstances as of the date in question. Accounting
principles  are  applied  on a "consistent basis" when the accounting principles
applied  in  a  current  period are comparable in all material respects to those
accounting  principles  applied  in  a  preceding  period.
"Governmental  Authority" means any nation or government, any state or political
 -----------------------
subdivision  thereof and any entity exercising executive, legislative, judicial,
regulatory,  or  administrative  functions  of  or  pertaining  to  government.
"Guarantee" by any Person means any obligation, contingent or otherwise, of such
 ---------
Person  directly  or indirectly guaranteeing any Debt or other obligation of any
other  Person  and,  without  limiting  the  generality  of  the  foregoing, any
obligation,  direct  or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay,  or to maintain financial statement conditions or otherwise) or (b)
entered into for the purpose of assuring in any other manner the obligee of such
Debt  or  other  obligation  of  the  payment  thereof or to protect the obligee
against  loss  in  respect thereof (in whole or in part), provided that the term
"Guarantee"  shall  not  include  endorsements  for collection or deposit in the
  --------
ordinary  course  of  business.  The  term  "Guarantee"  used  as  a  verb has a
  --                                         ---------
corresponding  meaning.
  --
"Guarantors"  means  all  Domestic  Subsidiaries  and  any  future  Domestic
 ----------
Subsidiaries  which  become  a  party  to  the  Guaranty.
 ----------
"Guaranty"  means the Third Amended and Restated Guaranty of Guarantors in favor
 --------
of  the  Bank, in substantially the form of Exhibit H hereto, as the same may be
                                            ---------
amended,  supplemented  or  modified  from  time  to  time.
"Hazardous  Material"  means any substance, product, waste, pollutant, material,
 -------------------
chemical,  contaminant,  constituent,  or  other  material  which  is or becomes
listed,  regulated, or addressed under any Environmental Law, including, without
limitation,  asbestos,  petroleum,  and  polychlorinated  biphenyls.
"Hedging  Obligations" of a Person means any and all obligations of such Person,
 --------------------
whether  absolute  or  contingent and howsoever and whensoever created, arising,
evidenced  or  acquired  (including  all  renewals, extensions and modifications
thereof  and  substitutions therefor), under (a) any and all agreements, devices
or arrangements designed to protect at least one of the parties thereto from the
fluctuations  of  interest  rates, exchange rates or forward rates applicable to
such  party's  assets,  liabilities or exchange transactions, including, but not
limited  to,  dollar-denominated  or  cross-currency  interest  rate  exchange
agreements,  forward  currency  exchange  agreements,  interest  rate  cap  or
collateral  protection  agreements,  forward  rate  currency  or  interest  rate
options,  puts  and  warrants,  and  (b)  any  and all cancellations, buy backs,
reversals,  terminations  or  assignments  of  any  of  the  foregoing.
"Interest  Period"  means  the  period  commencing,  with  respect  to any LIBOR
 ----------------
Advances, on the date such LIBOR Advances are made or Converted from Advances of
 ------
another  Type  or,  in  the  case of each subsequent, successive Interest Period
applicable  to  a  LIBOR  Advance,  the  last day of the next preceding Interest
Period with respect to such Advance, and ending on the numerically corresponding
day  in  the  first,  second,  third  or sixth calendar month thereafter, as the
Borrower  may  select as provided in Section 2.5 or 6.1 hereof, except that each
                                     -----------    ---
such  Interest  Period  which  commences  on the last Business Day of a calendar
month  (or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate  subsequent  calendar month. Notwithstanding the foregoing: (a) each
Interest  Period  which would otherwise end on a day which is not a Business Day
shall  end  on  the next succeeding Business Day or, if such succeeding Business
Day  falls in the next succeeding calendar month, on the next preceding Business
Day;  (b)  for  Revolving  Credit  Advances,  any  Interest  Period  which would
otherwise  extend beyond the Termination Date shall end on the Termination Date;
(c)  for  the Term Loan, any Interest Period which would otherwise extend beyond
the Term Loan Maturity Date shall end on the Term Loan Maturity Date; and (d) no
more  than  three  (3)  Interest  Periods  shall  be in effect at the same time.
"Interest Rate Agreement" means any interest rate protection agreement, interest
 -----------------------
rate  future,  interest  rate  option,  interest rate swap, interest rate cap or
other  interest  rate  hedge  or arrangement which is designed solely to protect
against  fluctuations  in  interest  rates and does not increase the Debt of the
obligor  outstanding  at  any  time  (other  than as a result of fluctuations in
interest  rates)  under  which  the  Borrower  is  a  party  or  a  beneficiary.
"Letter of Credit" means the Existing Letters of Credit and any letter of credit
 ----------------
issued  by the Bank for the account of the Borrower pursuant to Section 2.10(a).
                                                                ---------------
"Letter  of  Credit  Disbursement"  means  a  disbursement  by  the  Bank to the
 --------------------------------
beneficiary  of  a  Letter  of  Credit  in connection with a drawing thereunder.
 -------
"Letter  of Credit Liabilities" means, at any time, the aggregate face amount of
 -----------------------------
all  outstanding  Letters  of  Credit.
"Letter  of  Credit Request Form" means a certificate, substantially in the form
 -------------------------------
of  Exhibit  F  hereto, properly completed and signed by the Borrower requesting
    ----------
issuance  of  a  Letter  of  Credit.
"LIBOR  Advances"  means  Advances the interest rates on which are determined on
 ---------------
the  basis  of  the  rates  referred  to in the definition of LIBOR Rate in this
 -
Section  1.1.
 -
"LIBOR  Rate" means, for any LIBOR Advance for any Interest Period, the rate per
 -----------
annum  determined  pursuant to the following formula:  (a) Base LIBOR applicable
to  such  LIBOR  Advance  for  such  Interest Period, divided by (b) one hundred
percent  (100%)  minus  the  LIBOR Reserve Percentage for such LIBOR Advance for
such  Interest  Period.
"LIBOR  Rate  Margin"  means,  with  respect  to the Term Loan and the Revolving
 -------------------
Credit  Loans,  at  such  time and from time to time as the relevant Funded Debt
 ----
Ratio  is  in  one  of  the following ranges, the percentage per annum set forth
 --
opposite  such  Funded  Debt  Ratio:
 --

            Funded Debt Ratio     Percentage
           -----------------     ----------
            Less than 2.0 to 1.0                               1.25%
            --------------------                               -----
            2.0 to 1.0 or greater and less than 2.5 to 1.0     1.50%
            ----------------------------------------------     -----
            2.5 to 1.0 or greater and less than 3.0 to 1.0     1.75%
            ----------------------------------------------     -----

The  Borrower shall give written notice to the Bank of any changes in the Funded
Debt  Ratio which results in a change to the LIBOR Rate Margin concurrently with
its  delivery of the items required under Section 10.1(c) hereof, and any change
to  the LIBOR Rate Margin shall be effective with respect to any Interest Period
commencing  after  the  Bank  has  received  such  information.
     "LIBOR  Reserve  Percentage"  means, for any LIBOR Advance for any Interest
      --------------------------
Period,  the  reserve  percentage  prescribed  by  the Board of Governors of the
Federal  Reserve  system  (or  any successor) for "Eurocurrency Liabilities" (as
defined  in  Regulation  D),  adjusted  by the Bank for expected changes in such
reserve  percentage  during  the  applicable  Interest  Period.
     "Lien"  means  any  lien,  mortgage,  security  interest, tax lien, pledge,
      ----
charge, hypothecation, assignment, preference, priority, or other encumbrance of
any  kind  or  nature whatsoever (including, without limitation, any conditional
sale  or  title  retention agreement), whether arising by contract, operation of
law,  or  otherwise.
"Loan  Documents"  means  this  Agreement,  the  Notes,  the  Real  Estate  Loan
 ---------------
Documents,  the  Security  Documents,  the  Guaranty,  and all promissory notes,
 --------
security  agreements,  deeds  of  trust,  assignments,  guaranties,  and  other
 ----
instruments,  documents, and agreements executed and delivered pursuant to or in
 ----
connection  with  this Agreement, as such instruments, documents, and agreements
may  be amended, modified, renewed, extended, or supplemented from time to time.
"Long  Term  Debt"  means  any  Debt for borrowed money which will not mature or
 ----------------
become  due  within  the  next  twelve  (12)  months.
 ---
"Material  Debt"  has  the  meaning  set  forth  in  Section  13.1(j).
 --------------                                      ----------------
"Maximum  Rate" means the maximum rate of interest under applicable law that the
 -------------
Bank  may  charge the Borrower. The Maximum Rate shall be calculated in a manner
that takes into account any and all fees, payments, and other charges in respect
of the Loan Documents that constitute interest under applicable law. Each change
in  any  interest rate provided for herein based upon the Maximum Rate resulting
from  a  change  in  the  Maximum  Rate  shall take effect without notice to the
Borrower  at  the  time  of  such  change  in  the Maximum Rate. For purposes of
determining  the Maximum Rate under Texas law, the applicable rate ceiling shall
be the weekly ceiling described in, and computed in accordance with, Chapter 303
of  the  Texas  Finance  Code.
"Monthly  Payment  Date"  means  the last Business Day of each calendar month of
 ----------------------
each  year,  the  first  of  which shall be the first such day after the Closing
 --
Date.
 --
"Multiemployer Plan" means a multiemployer plan defined as such in Section 3(37)
 ------------------
of  ERISA  to  which  contributions  have been made by the Borrower or any ERISA
Affiliate  and  which  is  covered  by  Title  IV  of  ERISA.
"Notes"  means,  collectively,  the Revolving Credit Note, the Term Note and the
 -----
Real  Estate  Note.
 -
"Obligated  Party" means each Guarantor and any other Person who is or becomes a
 ----------------
party to any agreement that guarantees or secures payment and performance of the
Obligations  or  any  part  thereof.
"Obligations"  means  all  obligations,  indebtedness,  and  liabilities  of the
 -----------
Borrower to the Bank arising pursuant to any of the Loan Documents, now existing
 -----
or  hereafter  arising,  whether  direct,  indirect,  related, unrelated, fixed,
contingent,  liquidated,  unliquidated,  joint,  several,  or joint and several,
including, without limitation, the obligations, indebtedness, and liabilities of
the  Borrower  under  this  Agreement  and  the other Loan Documents and Hedging
Obligations, and all interest accruing thereon and all attorneys' fees and other
expenses  incurred  in  the  enforcement  or  collection  thereof.
"Operating  Lease"  means  any  lease (other than a lease constituting a Capital
 ----------------
Lease  Obligation)  of  real  or  personal  property.
 --
"PBGC"  means  the Pension Benefit Guaranty Corporation or any entity succeeding
 ----
to  all  or  any  of  its  functions  under  ERISA.
"Person"  means  any  individual,  corporation,  business  trust,  association,
 ------
company,  partnership,  joint  venture, Governmental Authority, or other entity.
 ------
"Plan" means any employee benefit or other plan established or maintained by the
 ----
Borrower  or  any  ERISA  Affiliate  and  which is covered by Title IV of ERISA.
"Pledged Shares" means 100% of the shares of stock of the Domestic Subsidiaries,
 --------------
owned  or  to  be  owned  by  the  Borrower  or any of the Subsidiaries, and all
dividends,  cash,  stock  dividends, instruments and other property from time to
time  received,  receivable by, or otherwise distributed to, the Borrower or any
Subsidiary  for  its account in respect of or in exchange for any or all of such
shares.
"Prime  Rate"  means,  at  any  time,  the  rate of interest per annum then most
 -----------
recently  established  by  Wells Fargo Bank (Texas), National Association as its
 -----
prime  rate,  which  rate  may  not  necessarily  be the lowest rate of interest
 -
charged by Wells Fargo Bank (Texas), National Association to its borrowers. Each
 -
change  in  any  interest  rate  provided  for  herein based upon the Prime Rate
resulting  from  a  change in the Prime Rate shall take effect without notice to
the  Borrower  at  the  time  of  such  change  in  the  Prime  Rate.
"Prime  Rate Advances" means Advances that bear interest at rates based upon the
 --------------------
Prime  Rate.
"Prime  Rate  Margin"  means,  with  respect  to the Term Loan and the Revolving
 -------------------
Credit  Loans,  at any time, the following percentage determined by reference to
 ----
the  Funded  Debt  Ratio  then  existing:
FUNDED DEBT RATIO                             PERCENTAGE
                        -----------------     ----------
Less than 2.0 to 1.0                              -1.00%
--------------------                              ------
2.0  to  1.0  or  greater  and  less  than  2.5
                                to 1.0            -0.75%
                                ------            ------
2.5  to  1.0  or  greater  and  less  than  3.0
                                  to 1.0          -0.50%
                                 ------           ------
     The  Borrower  shall  give written notice to the Bank of any changes in the
Funded  Debt  Ratio  which  results  in  a  change  to  the  Prime  Rate  Margin
concurrently  with  its  delivery  of  the  items required under Section 10.1(c)
                                                                 ---------------
hereof, and any change to the Prime Rate Margin shall be effective the first day
of  the  next  fiscal  quarter.
"Principal  Office"  means  the  Dallas office of the Bank, presently located at
 -----------------
1445  Ross  Avenue,  Dallas,  Texas.
 --
     "Prohibited  Transaction" means any transaction set forth in Section 406 of
      -----------------------
ERISA  or  Section  4975  of  the  Code.
"Real  Estate Loan" means the real estate loan made by Bank to Borrower pursuant
 -----------------
to  the  Existing  Loan  Agreement  and  the  Real  Estate  Loan  Documents.
"Real  Estate  Loan  Documents"  means the Construction Loan Agreement, the Real
 -----------------------------
Estate  Note,  the  Deed  of  Trust,  UCC  financing  statements  and  all other
 --
instruments,  documents  and  agreements now or hereafter executed and delivered
 --
pursuant  to  or  in  connection  with  the Real Estate Loan, as the same may be
 -
amended,  modified,  renewed,  extended  or  supplemented  from  time  to  time.
 -
"Real  Estate Maturity Date" means 10:00 A.M. Dallas, Texas time on December 28,
 --------------------------
2007,  or  such  earlier  date and time 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.
"Real  Estate  Note" means that certain Promissory Note dated as of December 28,
 ------------------
2000,  executed  by  the  Borrower  and  payable to the order of the Bank in the
aggregate  principal  amount  of  Eight Million One Hundred Twenty-Five Thousand
Dollars  ($8,125,000), together with all amendments, modifications, and renewals
thereof.
"Real  Property"  means  the  real  property  and  interests  in  real  property
 --------------
identified  on Schedule 1.1(b) attached hereto and all improvements and fixtures
 --------      ---------------
thereon  and  all  appurtenances  thereto.
"Reference  Bank"  means  Wells Fargo Bank (Texas), National Association. If for
 ---------------
any  reason  Wells  Fargo  Bank  (Texas),  National  Association shall no longer
 -
participate  in  the  Eurodollar  market, then "Reference Bank" shall thereafter
 -
mean such financial institution as the Bank may from time to time specify to the
 -
Borrower.
"Regulation  D"  means  Regulation  D  of  the Board of Governors of the Federal
 -------------
Reserve  System  as  the  same may be amended or supplemented from time to time.
 ----
"Regulatory  Change" means any change after the date of this Agreement in United
 ------------------
States  federal,  state, or foreign laws or regulations (including Regulation D)
or the adoption or making after such date of any interpretations, directives, or
requests  applying to a class of banks including the Bank of or under any United
States  federal  or  state,  or any foreign, laws or regulations (whether or not
having  the  force  of  law)  by any court or governmental or monetary authority
charged  with  the  interpretation  or  administration  thereof.
"Release"  means,  as  to  any  Person,  any  release, spill, emission, leaking,
 -------
pumping,  injection,  deposit, disposal, disbursement, leaching, or migration of
 -----
Hazardous  Materials  into  the  indoor or outdoor environment or into or out of
property  owned  by  such Person, including, without limitation, the movement of
Hazardous Materials through or in the air, soil, surface water, ground water, or
property.
"Remedial  Action" means all actions required to (a) clean up, remove, treat, or
 ----------------
otherwise  address Hazardous Materials in the indoor or outdoor environment, (b)
prevent  the  Release  or  threat  of Release or minimize the further Release of
Hazardous  Materials  so  that  they  do  not migrate or endanger or threaten to
endanger  public  health or welfare or the indoor or outdoor environment, or (c)
perform pre-remedial studies and investigations and post-remedial monitoring and
care.
"Reportable  Event"  means any of the events set forth in Section 4043 of ERISA.
 -----------------
"Revolving  Credit  Advance"  means  an Advance under the Revolving Credit Loan.
 --------------------------
"Revolving Credit Commitment" means the obligation of the Bank to make Revolving
 ---------------------------
Credit  Advances  hereunder  in  an  aggregate  principal amount at any one time
outstanding  up  to  but  not  exceeding  Seven  Million  and  No/100  Dollars
($7,000,000),  as  the  same will be automatically reduced quarterly pursuant to
Section 2.8(a) and may further be voluntarily reduced pursuant to Section 2.8(b)
  ------------                                                    --------------
or  terminated  pursuant  to  Section  2.8(b)  or  13.2.
                              ---------------      ----
"Revolving  Credit  Loan"  means the Existing Loans and the additional revolving
 -----------------------
credit  loans  made or to be made hereunder to Borrower pursuant to Section 2.1.
 -                                                                  -----------
"Revolving  Credit  Note"  means the Sixth Amended and Restated Revolving Credit
 -----------------------
Note  executed  by  the  Borrower  and  payable  to the order of the Bank in the
 -
aggregate  principal amount of the Revolving Credit Commitment, in substantially
 -
the  form  of Exhibit A hereto, together with all amendments, modifications, and
              ---------
renewals  thereof.
"RICO"  means  the Racketeer Influenced and Corrupt Organization Act of 1970, as
 ----
amended  from  time  to  time.
"Security  Agreement"  means  the  Third Amended and Restated Security Agreement
 -------------------
executed  by  the  Borrower  and  the  Guarantors  in  favor  of  the  Bank,  in
 --
substantially  the  form  of  Exhibit  G  hereto,  together with all amendments,
 --
modifications  and  renewals  thereof.
 --
"Security  Documents" means, collectively, the Security Agreement, the Trademark
 -------------------
Security Interest Document, the Deed of Trust, and all other mortgages, deeds of
trust,  security  agreements,  assignments,  financing  statements,  and  other
documents  securing  the  Obligations.
"Subsidiary"  means  any  corporation  of  which  at  least  a  majority  of the
 ----------
outstanding shares of stock having by the terms thereof ordinary voting power to
 --------
elect  a majority of the board of directors of such corporation (irrespective of
whether  or  not  at  the  time  stock  of  any  other  class or classes of such
corporation  shall have or might have voting power by reason of the happening of
any  contingency)  is  at the time directly or indirectly owned or controlled by
the  Borrower  or  one or more of the Subsidiaries or by the Borrower and one or
more  of  the  Subsidiaries.
"Term  Loan"  means  the  term  loan  made  by  Bank to Borrower pursuant to the
 ----------
Existing  Loan  Agreement.
 ------
"Term Loan Maturity Date" means 10:00 A.M. Dallas, Texas time on March 31, 2004,
 -----------------------
or  such earlier date and time as provided in this Agreement; provided, however,
if  such  date is not a Business Day, the "Term Loan Maturity Date" shall be the
first  Business  Day  following  such  date.
"Term  Note"  means  the Term Note dated March 31, 2000, in the stated principal
 ----------
amount of $5,000,000.00 executed by the Borrower and payable to the order of the
 -
Bank,  together  with  all  amendments,  modifications  and  renewals  thereof.
"Termination  Date" means 10:00 A.M. Dallas, Texas time on December 31, 2004, or
 -----------------
such  earlier  date and time on which the Revolving Credit Commitment terminates
as provided in this Agreement; provided, however, if such date is not a Business
Day, the "Termination Date" shall be the first Business Day following such date.
"Trademark  Security  Interest  Document"  means  the Third Amended and Restated
 ---------------------------------------
Trademark  Security  Interest  Document executed by the Borrower in favor of the
 ---
Bank,  in  substantially  the  form  of  Exhibit  I  hereto,  together  with all
 -                                       ----------
amendments,  modifications  and  renewals  thereof.
 -
"Type"  means  a  type of Advance consisting of either a Prime Rate Advance or a
 ----
LIBOR  Advance.
 -
"UCC"  means  the  Uniform  Commercial  Code as in effect in the State of Texas.
 ---
Section  1.2.     Other  Definitional  Provisions.  All definitions contained in
                  -------------------------------
this  Agreement  are  equally applicable to the singular and plural forms of the
terms  defined.  The  words  "hereof,"  "herein,"  and  "hereunder" and words of
similar  import  referring  to this Agreement refer to this Agreement as a whole
and  not  to  any  particular  provision  of  this  Agreement.  Unless otherwise
specified,  all  Article  and  Section references pertain to this Agreement. All
accounting  terms  not  specifically  defined  herein  shall  be  construed  in
accordance  with  GAAP.  Terms  used  herein that are defined in the UCC, unless
otherwise  defined  herein,  shall  have  the  meanings  specified  in  the UCC.
                             ARTICLE  II.

                       Revolving  Credit  Loans
Section  2.1.     Revolving  Credit  Commitment.  Subject  to  the  terms  and
                  -----------------------------
conditions  of  this  Agreement,  the Bank agrees to make one or more additional
Revolving  Credit  Advances  to  the Borrower from time to time from the Closing
Date  to  and including the Termination Date, provided that the aggregate amount
of  all  Revolving  Credit Advances at any time outstanding shall not exceed the
amount  of  the  Revolving  Credit  Commitment  minus  the  Letter  of  Credit
Liabilities,  of  which  amount,  $2,400,000  is  advanced  and unpaid as of the
Effective Date of this Agreement.  Borrower represents and warrants to Bank that
     such  amount  is  unconditionally  owed by Borrower to Bank without offset,
defense,  or  counterclaim  of  any  kind,  nature,  or  description whatsoever.
Subject to the foregoing limitations, and the other terms and provisions of this
Agreement,  the Borrower may borrow, repay, and reborrow hereunder the amount of
the  Revolving  Credit  Commitment  by  means  of  Prime Rate Advances and LIBOR
Advances  and,  until  the  Termination Date, the Borrower may Convert Revolving
Credit  Advances  of  one  Type  into Revolving Credit Advances of another Type.
Revolving  Credit  Advances  of  each  Type  made  by the Bank shall be made and
maintained at the Bank's Applicable Lending Office for Revolving Credit Advances
of  such  Type.
Section 2.2.     Revolving Credit Note.  The obligation of the Borrower to repay
                 ---------------------
the  Bank  for Revolving Credit Advances and interest thereon shall be evidenced
by the Revolving Credit Note. The Revolving Credit Note shall be executed by the
Borrower,  payable  to  the  order of Bank, in the principal amount equal to the
Revolving  Credit  Commitment  as  originally in effect, and dated the Effective
Date.
Section  2.3.     Repayment  of  Advances.  The  Borrower shall repay the unpaid
                  -----------------------
principal  amount  of  all  Revolving  Credit  Advances on the Termination Date.
Section 2.4
Interest.  The  unpaid  principal  amount of the Revolving Credit Advances shall
--------
bear interest at a varying rate per annum equal from day to day to the lesser of
(a)  the  Maximum  Rate,  or  (b)  the  Applicable  Rate.     If at any time the
Applicable  Rate for any Revolving Credit Advance shall exceed the Maximum Rate,
thereby  causing  the  interest  accruing on such Revolving Credit Advance to be
limited  to  the  Maximum  Rate, then any subsequent reduction in the Applicable
Rate  for such Revolving Credit Advance shall not reduce the rate of interest on
such  Revolving Credit Advance below the Maximum Rate until the aggregate amount
of interest accrued on such Revolving Credit Advance equals the aggregate amount
of  interest  which  would  have accrued on such Revolving Credit Advance if the
Applicable  Rate had at all times been in effect. Accrued and unpaid interest on
the  Revolving  Credit  Advances  shall  be  due  and  payable  as  follows:
(i)     in  the  case  of all Prime Rate Advances, on each Monthly Payment Date;
(ii)     in  the  case  of  all LIBOR Advances, on the last day of each Interest
Period  applicable  thereto,  and  with respect to any Interest Period exceeding
three  (3)  months, on the last day of the third month after the commencement of
such  Interest  Period;  and
(iii)     on  the  Termination  Date.
Notwithstanding the foregoing, all outstanding principal of all Revolving Credit
Advances  and  (to the fullest extent permitted by law) any other amount payable
by the Borrower under this Agreement or any other Loan Document that is not paid
in  full  when  due  (whether at stated maturity, by acceleration, or otherwise)
shall  bear  interest  at the Default Rate for the period from and including the
due  date  thereof  to but excluding the date the same is paid in full. Interest
payable  at  the  Default  Rate  shall  be  payable from time to time on demand.
Section  2.5.     Borrowing  Procedure.  The Borrower shall give the Bank notice
                  --------------------
by  means  of an Advance Request Form of each requested Revolving Credit Advance
at  least  one  (1)  Business  Day  before the requested date of each Prime Rate
Advance  and  at least three (3) Business Days before the requested date of each
LIBOR  Advance,  specifying:  (a)  the  requested  date of such Revolving Credit
Advance (which shall be a Business Day), (b) the amount of such Revolving Credit
     Advance,  (c) the Type of the Revolving Credit Advance, and (d) in the case
of  a  LIBOR  Advance,  the  duration  of the Interest Period for such Revolving
Credit  Advance.  The  Bank  at  its  option  may accept telephonic requests for
Revolving  Credit Advances, provided that such acceptance shall not constitute a
waiver  of the Bank's right to delivery of an Advance Request Form in connection
with  subsequent  Revolving  Credit  Advances.  Any  telephonic  request  for  a
Revolving  Credit  Advance  by  the  Borrower  shall  be  promptly  confirmed by
submission  of a properly completed Advance Request Form to the Bank. Each LIBOR
Advance  shall  be  in  the  minimum  amount  of  One  Hundred  Thousand Dollars
($100,000)  or  an  integral  multiple  of Fifty Thousand Dollars ($50,000). Not
later than 1:00 p.m. Dallas, Texas time on the date specified for each Revolving
Credit  Advance hereunder, and subject to the other terms and conditions of this
Agreement,  the  Bank  will  make each Revolving Credit Advance available to the
Borrower  by  depositing the same, in immediately available funds, in an account
of  the  Borrower  (designated  by the Borrower) maintained with the Bank at the
Principal  Office.  All  notices  by  the  Borrower  under this Section shall be
irrevocable  and shall be given not later than 10:00 A.M. Dallas, Texas, time on
the  day  which is not less than the number of Business Days specified above for
such  notice.  No more than three (3) Interest Periods shall be in effect at the
same  time  for  the  Revolving  Credit  Loans.
Section  2.6.     Use  of  Proceeds.  The  proceeds of Revolving Credit Advances
                  -----------------
have  been  and  shall be used by the Borrower and the Domestic Subsidiaries for
working  capital  in  the  ordinary  course  of  business  and general corporate
purposes.
Section  2.7.     Commitment  Fee.  The  Borrower  agrees  to  pay to the Bank a
                  ---------------
Commitment  Fee  (herein  so  called)  on the daily average unused amount of the
Revolving  Credit Commitment, for the period from and including the date of this
Agreement  to  and  including  the  Termination Date, at the Commitment Fee Rate
based  on  a  360  day  year  and the actual number of days elapsed. The accrued
Commitment  Fee  shall be payable in arrears on each Monthly Payment Date and on
the  Termination  Date.  For  the purpose of calculating the Commitment Fee, the
Revolving  Credit  Commitment  shall  be  deemed  utilized  to the extent of all
outstanding  Revolving  Credit  Advances  and  Letter  of  Credit  Liabilities.
Section  2.8.     Reduction  or  Termination  of  Revolving  Credit  Commitment.
                  -------------------------------------------------------------
(a)     Automatic Reduction of Revolving Credit Commitment.  Commencing on March
        --------------------------------------------------
     31,  2003  and on the last day of each and every June, September, December,
and March thereafter until the Termination Date, the Revolving Credit Commitment
shall  automatically  be  reduced  by an amount equal to $500,000.00.  By way of
example,  the  Revolving  Credit Commitment shall equal the following amounts on
the  dates  indicated:
                 Period                                          Amount
                 ------                                          ------

          From  Effective  Date                           $7,000,000.00
        March  30,  2003

          From  March  31,  2003                          $6,500,000.00
        through  June  29,  2003

          From  June  30,  2003                           $6,000,000.00
        through  September  29,  2003

          From  September  30,  2003                      $5,500,000.00
        December  30,  2003

          From  December  31,  2003                       $5,000,000.00
        through  March  30,  2004

          From  March  31,  2004                          $4,500,000.00
        through  June  29,  2004

     From  June  30,  2004                                $4,000,000.00
        through  September  29,  2004

          From  September  30,  2004                      $3,500,000.00
        through  December  30,  2004

     Termination  Date                                    $3,000,000.00

The  Borrower  shall  simultaneously  prepay  the  amount  by  which  the unpaid
principal  amount  of  the Revolving Credit Advance exceeds the Revolving Credit
Commitment  (after  giving  effect to such automatic reduction) plus accrued and
unpaid  interest  on  the  principal  amount  so  prepaid.

(b)     Voluntary  Reduction  or  Termination of Revolving CreditCommitment.  In
        ---------------------------------------------------------
addition  to  the  automatic  reductions required by the terms of Section 2.8(a)
                                                                  --------------
above, the Borrower shall have the right to terminate in whole or reduce in part
     the unused portion of the Revolving Credit Commitment upon at least two (2)
Business  Days'  prior  notice  (which  notice shall be irrevocable) to the Bank
specifying  the  effective  date  thereof, whether a termination or reduction is
being  made, and the amount of any partial reduction, provided that each partial
reduction  shall  be in the amount of One Hundred Thousand Dollars ($100,000) or
an  integral  multiple  of  $50,000  in  excess  thereof  and the Borrower shall
simultaneously  prepay  the  amount  by which the unpaid principal amount of the
Revolving  Credit Advances exceeds the Revolving Credit Commitment (after giving
effect  to such notice) plus accrued and unpaid interest on the principal amount
so  prepaid.  The Revolving Credit Commitment may not be reinstated after it has
been  terminated  or  reduced.
Section  2.9.     Letters  of  Credit.
                  -------------------
(a)     Pursuant  to  the  Existing  Loan  Agreement,  the  Bank  has issued the
Existing  Letters  of Credit which, on the Effective Date of this Agreement, are
in the aggregate amount of $230,000. Subject to the terms and conditions of this
     Agreement,  the  Bank  agrees  to  issue  one or more additional Letters of
Credit  for  the account of the Borrower or any Domestic Subsidiary from time to
time  from  the  date  hereof  to  and including the Termination Date; provided,
however, the outstanding Letter of Credit Liabilities (including the face amount
of  the  Existing Letter of Credit) shall not at any time exceed an amount equal
to  the  aggregate amount of the then existing Revolving Credit Commitment minus
the  outstanding Revolving Credit Advances.  Each Letter of Credit shall have an
initial  expiration date not to exceed 365 days from the date of issuance, shall
not  have  an  expiration  date beyond the Termination Date, shall be payable in
Dollars,  shall  be  satisfactory in form and substance to the Bank and shall be
issued pursuant to such documents and instruments consistent with this Agreement
(including,  without limitation, the Bank's standard application for issuance of
letters  of  credit  as then in effect) as the Bank may reasonably require. Each
Letter of Credit shall be issued on at least five (5) Business Days prior notice
from  the  Borrower  to  the  Bank  by  means of a Letter of Credit Request Form
describing  the  transaction proposed to be supported thereby and specifying (1)
the  requested  date  of  issuance (which shall be a Business Day), (2) the face
amount of the Letter of Credit, (3) the expiration date of the Letter of Credit,
(4)  the  name and address of the beneficiary, (5) the conditions permitting the
drawing  or  drawings  thereunder  and  (6)  the form of the draft and any other
documents  required  to be presented at the time of any drawing (such request to
set forth the exact wording of such documents or to attach copies thereof). Upon
fulfillment  of the applicable conditions precedent in this Section 2.10(a), the
                                                            ---------------
Bank shall make the applicable Letter of Credit available to the Borrower or, if
so  requested  by  the  Borrower,  to  the  beneficiary of the Letter of Credit.
(b)     Each  Letter  of  Credit  Disbursement  shall constitute and be deemed a
Revolving  Credit Advance (which shall initially be a Prime Rate Advance) by the
Bank  to  the Borrower as of the day and time such Letter of Credit Disbursement
is made by the Bank and in the amount of such Letter of Credit Disbursement. The
Borrower  shall  pay  to the Bank a letter of credit fee on the outstanding face
amount  of  each Letter of Credit, for the period from and including the date of
issuance  of such Letter of Credit to the date of its expiration or termination,
at  a  per  annum  rate  equal to the applicable LIBOR Rate Margin for Revolving
Credit  Loans based on a 360 day year and the actual number of days elapsed. The
accrued letter of credit fee shall be payable in arrears on each Monthly Payment
Date  and  on  the  Termination  Date.
(c)     The obligations of the Borrower to reimburse the Bank for drawings under
each  Letter  of  Credit  shall  be absolute, unconditional and irrevocable, and
shall  be  performed strictly in accordance with the terms of this Agreement and
the  other  Loan Documents under all circumstances whatsoever, including without
limitation  the  following  circumstances:
(i)     Any  lack  of  validity or enforceability of any Letter of Credit or any
other  Loan  Document;
(ii)     Any  amendment  or  waiver of or any consent to departure from any Loan
Documents;
(iii)     The  existence  of  any  claim, setoff, counterclaim, defense or other
rights  which Borrower, any Obligated Party, or any other Person may have at any
time  against  the  beneficiary  of  any Letter of Credit, the Bank or any other
Person, whether in connection with this Agreement or any other Loan Documents or
any  unrelated  transaction;
(iv)     Any  statement,  draft, or other document presented under any Letter of
Credit proving to be forged, fraudulent, invalid, or insufficient in any respect
or  any  statement therein being untrue or inaccurate in any respect whatsoever;
(v)     Payment by the Bank under any Letter of Credit against presentation of a
draft  or  other document which does not comply with the terms of such Letter of
Credit;  or
(vi)     Any  other circumstance or happening whatsoever, whether or not similar
to  any  of  the  foregoing.
(d)     The  Borrower  assumes  all  risk  of  the  acts  or  omissions  of  any
beneficiary  of  any  Letter  of Credit with respect to its use of any Letter of
Credit.  Neither the Bank nor any of its affiliates, correspondents, officers or
directors  shall  have  any  responsibility  or liability to the Borrower or any
Person for (i) any error, loss, omission, interruption or delay in transmission,
     dispatch  or  delivery of any one or more messages or advices in connection
with  any Letter of Credit, whether transmitted by cable, radio, telegraph, mail
or  otherwise  and despite any cipher or code which may be employed, or (ii) any
action,  inaction  or  omission  which may be taken or suffered by it or them in
good  faith  or  through  inadvertence in identifying or failing to identify any
beneficiary(ies)  or otherwise in connection with any Letter of Credit, or (iii)
the  validity,  sufficiency  or  genuineness of documents even if such documents
should  in  fact  prove  to  be  in  any  or all respects invalid, insufficient,
fraudulent  or  forged,  or  (iv)  any act, error, neglect or default, omission,
insolvency  or  failure  in business of any of the Bank's correspondents, or (v)
any  failure  of  the  beneficiary  of any Letter of Credit to comply fully with
conditions  required in order to draw upon such Letter of Credit, or (vi) if any
Letter  of Credit is transferable, the validity or sufficiency of any instrument
transferring  or  assigning  or  purporting to transfer or assign such Letter of
Credit  or the rights or benefits thereunder or proceeds thereof, in whole or in
part,  which  may  prove  to  be invalid or ineffective for any reason, or (vii)
errors  in interpretation of technical terms, or (viii) any consequences arising
from  causes beyond the control of the Bank. The happening of any one or more of
the contingencies referred to in the preceding sentence shall not affect, impair
or  prevent  the vesting of any of the Bank's rights or powers hereunder. If any
Letter  of  Credit (or any Loan Document executed in connection with a Letter of
Credit) shall be terminated or revoked by operation of law as to the Borrower or
any  applicant  under  any  Letter of Credit, or if the payment of any Letter of
Credit  shall  be restrained or attempted to be restrained by court order or any
other means, Borrower will indemnify and save the Bank harmless from any and all
loss,  cost,  damage,  expense  and  attorneys'  fees  which  may be suffered or
incurred  by  such Person. In furtherance and extension and not in limitation of
the specific provisions set forth above, any action taken or omitted by the Bank
under  or  in  connection with any Letter of Credit, if taken or omitted in good
faith,  shall  not put the Bank under any resulting liability to the Borrower or
any  other Person. The Bank may accept documents that appear on their face to be
in  order,  without  responsibility for further investigation, regardless of any
notice  or  information  to  the  contrary.
                               ARTICLE  III.

                                Term  Loan
Section  3.1.     Term  Loan.  Borrower  hereby  represents and warrants that on
                  ----------
March  31,  2000, Bank made the Term Loan to Borrower in the principal amount of
$5,000,000.00  for  the  purpose  set forth in the Existing Loan Agreement.  The
obligation  of the Borrower to repay the Term Loan is currently evidenced by the
Term Note, upon which there is owing a principal balance of $1,666,667 as of the
     Effective  Date  of  this Agreement.  Borrower represents and warrants that
such  unpaid  amount is unconditionally owed by Borrower to Bank without offset,
defense, or counterclaim of any kind, nature or description whatsoever.  Subject
to  the  other  terms and provisions of this Agreement, the Borrower may Convert
the  Term  Loan from one Type into another Type. The Term Loan shall be made and
maintained  at the Bank's Applicable Lending Office for an Advance of such Type.
Section  3.2.     Intentionally  Deleted.
                  ----------------------
Section  3.3.     Repayment  of  Term  Loan.  The  Borrower  shall  repay  the
                  -------------------------
outstanding  principal  amount  of the Term Loan in accordance with the terms of
the  Term  Note.
Section  3.4.     Interest.  The  unpaid principal amount of the Term Loan shall
                  --------
bear  interest  prior  to maturity at a varying rate per annum equal from day to
day to the lesser of (a) the Maximum Rate, or (b) the Applicable Rate. If at any
time  the  Applicable  Rate  shall  exceed the Maximum Rate, thereby causing the
interest  accruing  on the Term Loan to be limited to the Maximum Rate, then any
subsequent  reduction  in  the  Applicable  Rate  shall  not  reduce the rate of
interest  on  the Term Loan below the Maximum Rate until the aggregate amount of
interest  accrued on the Term Loan equals the aggregate amount of interest which
would have accrued on the Term Loan if the Applicable Rate had at all times been
in  effect.  Accrued  and  unpaid  interest on the Term Loan shall be payable as
follows:
(i)     in  the  case  of all Prime Rate Advances, on each Monthly Payment Date;
(ii)     in  the  case  of  all LIBOR Advances, on the last day of each Interest
Period  applicable  thereto,  and  with respect to any Interest Period exceeding
three  (3)  months, on the last day of the third month after the commencement of
such  Interest  Period;  and
(iii)     on  the  Term  Loan  Maturity  Date.
Notwithstanding  the  foregoing,  any outstanding principal of the Term Loan and
(to  the  fullest  extent  permitted  by  law)  any  other amount payable by the
Borrower  under  this  Agreement  or any other Loan Document that is not paid in
full  when due (whether at stated maturity, by acceleration, or otherwise) shall
bear interest at the Default Rate for the period from and including the due date
thereof  to but excluding the date the same is paid in full. Interest payable at
the  Default  Rate  shall  be  payable  from  time  to  time  on  demand.
                                  ARTICLE  IV.

                              Real  Estate  Loan
Section 4.1.     Real Estate Loan.  Borrower hereby represents and warrants that
                 ----------------
     on  December  28,  2000,  Bank made the Real Estate Loan to Borrower in the
principal amount of $8,125,000.00 for the purposes set forth in the Construction
Loan  Agreement.  The  obligation  of  Borrower to repay the Real Estate Loan is
currently evidenced by the Real Estate Note, upon which there is currently owing
a  principal  balance  of $7,752,604 as of the Effective Date of this Agreement.
Borrower represents and warrants that such unpaid amount is unconditionally owed
by  Borrower to Bank without offset, defense or counterclaim of any kind, nature
or description whatsoever.  The outstanding principal balance of the Real Estate
Loan  bears  interest  and  is  payable  as  set  forth  in the Real Estate Loan
Documents.
Section  4.2.     Use  of  Proceeds.  The  proceeds of the Real Estate Loan were
                  -----------------
used  to  provide  permanent  financing  for  the  Real  Property.
                                  ARTICLE  V.

                                    Payments
Section  5.1.     Method  of  Payment.  All payments of principal, interest, and
                  -------------------
other amounts to be made by the Borrower under this Agreement and the other Loan
     Documents  shall be made to the Bank at the Principal Office in Dollars and
in  immediately available funds, without setoff, deduction, or counterclaim, not
later  than  10:00  A.M.,  Dallas,  Texas time on the date on which such payment
shall  become due (each such payment made after such time on such due date to be
deemed  to  have  been  made  on the next succeeding Business Day). The Borrower
shall,  at  the  time  of making each such payment, specify to the Bank the sums
payable  by  the  Borrower  under this Agreement and the other Loan Documents to
which such payment is to be applied (and in the event that the Borrower fails to
so  specify,  or if an Event of Default has occurred and is continuing, the Bank
may  apply  such  payment  to the Obligations in such order and manner as it may
elect  in  its  sole  discretion,  subject to Sections 5.2, 5.3 and 5.4 hereof).
                                              ------------  ---     ---
Whenever  any  payment  under this Agreement or any other Loan Document shall be
stated  to  be due on a day that is not a Business Day, such payment may be made
on  the  next  succeeding Business Day, and such extension of time shall in such
case  be  included  in the computation of the payment of interest and Commitment
Fee,  as  the  case  may  be.
Section  5.2.     Voluntary Prepayment.  The Borrower may, upon at least two (2)
                  --------------------
Business  Days'  prior  notice  to  the Bank, voluntarily prepay the Advances in
whole  at  any  time or from time to time in part without premium or penalty but
with  accrued  interest  to  the  date  of  prepayment on the amount so prepaid,
provided  that  (a) prepayment of LIBOR Advances may give rise to a claim by the
Bank  for  compensation under Section 6.6, and (b) each partial prepayment shall
                              -----------
be  in  the  principal  amount  of One Hundred Thousand Dollars ($100,000) or an
integral  multiple  of Fifty Thousand Dollars ($50,000) in excess of One Hundred
Thousand Dollars ($100,000). All notices under this Section shall be irrevocable
     and shall be given not later than 10:00 A.M. Dallas, Texas, time on the day
which  is  not  less  than  the number of Business Days specified above for such
notice.  If  the  Borrower  fails  to  specify  the  application of prepayments,
prepayments  shall  be  applied in the following order: (i) first, to Prime Rate
Advances  under  the  Revolving Credit Loan and then to LIBOR Advances under the
Revolving  Credit  Loan  (ii) second, to Prime Rate Advances under the Term Loan
and  then  to LIBOR Advances under the Term Loan; and (iii) third, to Prime Rate
Advances  under  the  Real Estate Loan and then to LIBOR Advances under the Real
Estate  Loan.
Section  5.3.     Mandatory  Prepayment  of  Advances.  If  at  any  time  the
                  -----------------------------------
outstanding  principal  amount  of  all  Revolving  Credit  Advances exceeds the
Revolving Credit Commitment, the Borrower shall immediately prepay the amount of
excess  plus  accrued  and  unpaid  interest on the amount so prepaid.  Any such
mandatory  prepayments  shall  be applied to such excess in the following order:
first  to  Prime  Rate  Advances  and  then  to  LIBOR  Advances.
Section  5.4.     Withholding  Taxes.  All payments by the Borrower of principal
                  ------------------
of  and interest on the Advances and of all fees and other amounts payable under
any Loan Document are payable without deduction for or on account of any present
or  future taxes, duties or other charges levied or imposed by the United States
of  America  or by any political subdivision or taxing authority of or in any of
the  foregoing  through  withholding  or  deduction  with  respect  to  any such
payments.  If  any such taxes, duties or other charges are so levied or imposed,
the  Borrower  will  pay additional interest or will make additional payments in
such  amounts  so  that  every  net  payment of principal of and interest on the
Advances  and  of all other amounts payable by it under any Loan Document, after
withholding  or deduction for or on account of any such present or future taxes,
duties or other charges, will not be less than the amount provided for herein or
therein,  provided  that  the  Borrower  shall  have  no  obligation to pay such
additional  amounts  to the Bank to the extent that such taxes, duties, or other
charges  are  imposed  on  or  measured  by  the  net  income of the Bank by any
jurisdiction.  The Borrower shall furnish promptly to the Bank official receipts
evidencing  any  such  withholding  or  reduction.
Section  5.5.     Computation  of  Interest.  Interest  on  the Advances and all
                  -------------------------
other  amounts  payable by the Borrower hereunder shall be computed on the basis
of a year of 365 days and the actual number of days elapsed (including the first
day but excluding the last day), except that interest on the Eurodollar Advances
shall  be  computed  on  the  basis  of  a  year  of  360  days.
                             ARTICLE  VI.

            Special  Provisions  Regarding  LIBOR  Advances
Section  6.1.     Conversions  and  Continuations.  The  Borrower shall have the
                  -------------------------------
right  from time to time to Convert all (but not less than all) of an Advance of
one  Type into an Advance of another Type or to Continue LIBOR Advances as LIBOR
Advances  by giving the Bank written notice at least one (1) Business Day before
Conversion into a Prime Rate Advance and at least three (3) Business Days before
     Conversion  into  or  Continuation  of a LIBOR Advance, specifying: (a) the
Conversion  or  Continuation date, (b) the amount of the Advance to be Converted
or  Continued,  (c)  in  the  case  of  Conversions,  the  Type of Advance to be
Converted  into,  and  (d) in the case of a Continuation of or Conversion into a
LIBOR  Advance, the duration of the Interest Period applicable thereto; provided
that  (i)  except for Conversions into Prime Rate Advances, no Conversions shall
be  made  while  a Default has occurred and is continuing, and (ii) no more than
three  (3)  Interest Periods shall be in effect at the same time. All notices by
the  Borrower  under this Section shall be irrevocable and shall be given to the
Bank  not  later than 10:00 A.M. Dallas, Texas time on the day which is not less
than  the  number  of  Business  Days  specified  above  for such notice. If the
Borrower  shall  fail  to  give  the  Bank  the  notice  as  specified above for
Continuation  or  Conversion of a LIBOR Advance prior to the end of the Interest
Period with respect thereto, such LIBOR Advance shall be Converted automatically
into  a  Prime  Rate Advance on the last day of the then current Interest Period
for  such  LIBOR  Advance.
Section  6.2.     Additional  Costs.
                  -----------------
(a)     The  Borrower  shall  pay  directly  to  the Bank from time to time such
amounts as the Bank may determine to be necessary to compensate it for any costs
     incurred  by the Bank which the Bank reasonably determines are attributable
to  its  making or maintaining of any LIBOR Advances hereunder or its obligation
to  make  any  of  such  Advances  hereunder,  or  any  reduction  in any amount
receivable  by  the  Bank  hereunder  in  respect  of  any such Advances or such
obligation  (such  increases in costs and reductions in amounts receivable being
herein  called  "Additional Costs"), resulting from any Regulatory Change which:
                 ----------------
(i)     changes  the  basis of taxation of any amounts payable to the Bank under
this Agreement or the Notes in respect of any of such Advances (other than taxes
     imposed  on  the  overall  net income of the Bank or its Applicable Lending
Office  for  any  of such Advances by the jurisdiction in which the Bank has its
principal  office  or  such  Applicable  Lending  Office);
(ii)     imposes  or  modifies  any  reserve,  special deposit, minimum capital,
capital  ratio,  or  similar requirement relating to any extensions of credit or
other  assets  of,  or any deposits with or other liabilities or commitments of,
the  Bank  (including  any  of  such Advances or any deposits referred to in the
definition  of  "Base  LIBOR"  in  Section  1.1  hereof);  or
                                   ------------
(iii)     imposes  any  other condition affecting this Agreement or the Notes or
any  of  such  extensions  of  credit  or  liabilities  or  commitments.
The  Bank will notify the Borrower of any event occurring after the date of this
Agreement  which  will entitle the Bank to compensation pursuant to this Article
                                                                         -------
VI  as promptly as practicable after it obtains knowledge thereof and determines
 -
to  request  such  compensation  (provided  that  any  claim  by  the  Bank  for
compensation  pursuant  to this Article VI shall be made within ninety (90) days
                                ----------
after  the  initial occurrence of the event giving rise to such claim), and will
designate  a  different  Applicable  Lending Office for the Advances affected by
such event if such designation will avoid the need for, or reduce the amount of,
such  compensation  and  will  not, in the sole opinion of the Bank, violate any
law,  rule, or regulation or be in any way disadvantageous to the Bank, provided
that  the  Bank  shall  have no obligation to so designate an Applicable Lending
Office  located  in  the  United  States  of  America. The Bank will furnish the
Borrower  with  a  certificate  setting  forth  the basis and the amount of each
request  of  the  Bank  for  compensation under this Section 6.2(a). If the Bank
                                                     --------------
requests  compensation from the Borrower under this Section 6.2(a), the Borrower
                                                    --------------
may,  by  notice  to  the  Bank  suspend  the  obligation of the Bank to make or
Continue  making, or Convert Advances into, Advances of the Type with respect to
which  such compensation is requested until the Regulatory Change giving rise to
such request ceases to be in effect (in which case the provisions of Section 6.5
                                                                     -----------
hereof  shall  be  applicable).
(b)     Without  limiting the effect of the foregoing provisions of this Section
                                                                         -------
6.2,  in the event that, by reason of any Regulatory Change, the Bank either (i)
---
incurs  Additional  Costs  based  on or measured by the excess above a specified
level  of  the amount of a category of deposits or other liabilities of the Bank
which  includes  deposits  by  reference  to  which  the  interest rate on LIBOR
Advances is determined as provided in this Agreement or a category of extensions
     of credit or other assets of the Bank which includes LIBOR Advances or (ii)
becomes  subject to restrictions on the amount of such a category of liabilities
or  assets  which  it  may  hold,  then,  if the Bank so elects by notice to the
Borrower,  the  obligation  of  the  Bank to make or Continue making, or Convert
Advances  into,  Advances  of  such Type hereunder shall be suspended until such
Regulatory  Change  ceases  to  be  in  effect  (in which case the provisions of
Section  6.5  hereof  shall  be  applicable).
      ------
(c)     Determinations  and allocations by the Bank for purposes of this Section
                                                                         -------
6.2  of  the  effect  of  any  Regulatory Change on its costs of maintaining its
---
obligations  to make Advances or of making or maintaining Advances or on amounts
---
receivable  by it in respect of Advances, and of the additional amounts required
to  compensate the Bank in respect of any Additional Costs, shall be conclusive,
provided  that such determinations and allocations are made in good faith and on
a  reasonable  basis  and  without  duplication of the LIBOR Reserve Percentage.
Section  6.3.     Limitation  on  Types  of  Advances.  Anything  herein  to the
                  -----------------------------------
contrary notwithstanding, if with respect to any LIBOR Advances for any Interest
     Period  therefore,  the  Bank  determines  (which  determination  shall  be
conclusive  if  made  in  good  faith) that quotations of interest rates for the
relevant  deposits  referred to in the definition of "Base LIBOR" in Section 1.1
                                                                     -----------
hereof  are  not  being  provided  in  the  relative amounts or for the relative
maturities for purposes of determining the rate of interest for such Advances as
provided  in this Agreement, then the Bank shall give the Borrower prompt notice
thereof  specifying  the  relevant  amounts  or  periods,  and  so  long as such
condition  remains  in  effect,  the  Bank  shall be under no obligation to make
additional  LIBOR Advances or to Convert Prime Rate Advances into LIBOR Advances
and  the  Borrower  shall,  on  the  last  day(s)  of  the then current Interest
Period(s)  for the outstanding LIBOR Advances, either prepay such LIBOR Advances
or  Convert  such LIBOR Advances into Prime Rate Advances in accordance with the
terms  of  this  Agreement. The Bank shall be deemed to have acted in good faith
under  this  Section 6.3 if the Bank is giving notice to its customers generally
             -----------
of  the  occurrence  of  either of the conditions specified in this Section 6.3.
                                                                    -----------
Section  6.4.     Illegality.  Notwithstanding  any  other  provision  of  this
                  ----------
Agreement,  in the event that it becomes unlawful for the Bank or its Applicable
Lending  Office  to (a) honor its obligation to make LIBOR Advances hereunder or
(b)  maintain  LIBOR Advances hereunder, then the Bank shall promptly notify the
Borrower  thereof  and  the Bank's obligation to make or maintain LIBOR Advances
and  to  Convert  Prime  Rate  Advances  into  LIBOR Advances hereunder shall be
suspended until such time as the Bank may again make and maintain LIBOR Advances
(in  which  case  the  provisions  of  Section  6.5 hereof shall be applicable).
                                       ------------
Section  6.5.     Treatment  of Affected Advances.  If the LIBOR Advances of the
                  -------------------------------
Bank  (such  LIBOR Advances being hereinafter called "Affected Advances") are to
                                                      -----------------
be Converted pursuant to Section 6.2 or 6.4 hereof, the Bank's Affected Advances
                         -----------    ---
shall  be automatically Converted into Prime Rate Advances on the last day(s) of
the  then  current Interest Period(s) for the Affected Advances (or, in the case
of  a  Conversion required by Section 6.2(b) or 6.4 hereof, on such earlier date
                              --------------    ---
as  the  Bank may specify to the Borrower), and, unless and until the Bank gives
notice  as provided below that the circumstances specified in Section 6.2 or 6.4
                                                              -----------    ---
hereof  which  gave  rise  to  such  Conversion  no  longer  exist:
(a)     To  the extent that the Bank's Affected Advances have been so Converted,
all  payments  and  prepayments of principal which would otherwise be applied to
the  Bank's  Affected  Advances  shall  be  applied  instead  to  its Prime Rate
Advances;  and
(b)     All  Advances  which would otherwise be made or Continued by the Bank as
LIBOR  Advances  shall  be made as or Converted into Prime Rate Advances and all
Advances  of  the  Bank  which  would otherwise be Converted into LIBOR Advances
shall  remain  as  Prime  Rate  Advances.
Section  6.6.     Compensation.  The  Borrower  shall  pay to the Bank, upon the
                  ------------
request of the Bank, which request shall be made within one hundred eighty (180)
     days  after  the occurrence of any event specified in subsection (a) or (b)
                                                           --------------    ---
below,  such amount or amounts as shall be sufficient (in the reasonable opinion
of the Bank) to compensate it for any loss, cost, or expense incurred by it as a
result  of:
(a)     Any  payment, prepayment or Conversion of a LIBOR Advance for any reason
(including,  without  limitation,  the  acceleration of the outstanding Advances
pursuant  to  Section  13.2)  on  a  date other than the last day of an Interest
              -------------
Period  for  such  LIBOR  Advance;  or
(b)     Any  failure  by  the  Borrower  for  any  reason  (including,  without
limitation, the failure of any conditions precedent specified in Article VIII to
                                                                 ------------
be satisfied) to borrow, Convert, or prepay a LIBOR Advance on the date for such
borrowing,  Conversion,  or  prepayment,  specified  in  the  relevant notice of
borrowing,  prepayment,  or  Conversion  under  this  Agreement.
Without  limiting  the effect of the preceding sentence, such compensation shall
include  an  amount  equal  to the excess, if any, of (i) the amount of interest
which  otherwise would have accrued on the principal amount so paid or Converted
or  not  borrowed  for  the period from the date of such payment, Conversion, or
failure  to borrow to the last day of the Interest Period for such LIBOR Advance
(or,  in  the  case  of  a failure to borrow, the Interest Period for such LIBOR
Advance  which would have commenced on the date specified for such borrowing) at
the applicable rate of interest for such LIBOR Advance provided for herein minus
(ii)  the interest component of the amount the Bank would have bid in the London
interbank  market.
Section  6.7.     Capital  Adequacy.  If,  after the date hereof, the Bank shall
                  -----------------
have  determined  in  good  faith  that  the  adoption  or implementation of any
applicable  law,  rule,  or  regulation  regarding  capital adequacy (including,
without limitation, any law, rule, or regulation implementing the Basle Accord),
     or  any  change  therein,  or  any  change  in  the  interpretation  or
administration  thereof  by  any  central  bank  or other Governmental Authority
charged  with the interpretation or administration thereof, or compliance by the
Bank (or its parent) with any guideline, request, or directive regarding capital
adequacy  (whether  or not having the force of law) of any central bank or other
Governmental  Authority  (including,  without limitation, any guideline or other
requirement  implementing  the  Basle  Accord),  has or would have the effect of
reducing  the  rate  of  return  on  the  Bank's  (or its parent's) capital as a
consequence of its obligations hereunder or the transactions contemplated hereby
to a level below that which the Bank (or its parent) could have achieved but for
such  adoption,  implementation, change or compliance (taking into consideration
the Bank's policies with respect to capital adequacy) by an amount deemed by the
Bank to be material, then from time to time, within ten (l0) Business Days after
demand by the Bank, the Borrower shall pay to the Bank such additional amount or
amounts as will compensate the Bank (or its parent) for such reduction; provided
that  any  claim by the Bank for compensation pursuant to this Section 6.7 shall
                                                               -----------
be made within ninety (90) days after the initial occurrence of the event giving
rise  to  such claim. A certificate of the Bank claiming compensation under this
Section  and  setting  forth  the  additional amount or amounts to be paid to it
hereunder  shall  be conclusive, provided that the determination thereof is made
in  good faith and on a reasonable basis. In determining such amount or amounts,
the  Bank  may  use  any  reasonable  averaging  and  attribution  methods.
                               ARTICLE  VII.

                                  Security
Section  7.1.     Collateral.  Borrower hereby acknowledges, agrees and confirms
                  ----------
that,  as  continuing security for the full and complete payment and performance
of  the  Obligations,  the  Security  Documents  grant to the Bank a Lien in the
collateral  described  below  (which,  together  with  any  other  property  and
collateral  which  may  now  or  hereafter  secure  the  Obligations or any part
thereof,  is  sometimes  herein  called  the  "Collateral").
                                               ----------
(a)     Borrower has previously granted to the Bank a first priority lien on the
     Real  Property  and  has  previously  assigned  to the Bank all present and
future rents, leases, and profits relating to the Real Property, pursuant to the
Deed  of  Trust.
(b)     Each  of  the Borrower and the Guarantors have previously granted to the
Bank  a  first  priority  security  interest  in  all  of its accounts, accounts
receivable, equipment, machinery, fixtures, inventory, chattel paper, documents,
instruments,  the  Pledged Shares, and general intangibles, whether now owned or
hereafter  acquired,  and  all  products  and  proceeds thereof, pursuant to the
Security  Agreement  and  subject  to  exceptions  set  forth  therein.
(c)     Each  of  the  Borrower  and  the Guarantors have previously executed or
shall  execute  and cause to be executed such further documents and instruments,
including  without  limitation, Uniform Commercial Code financing statements and
trademark  security  interest  documents,  as  the  Bank,  in  its  reasonable
discretion,  deems  necessary or desirable to evidence and perfect its Liens and
security  interests  in  the  Collateral.
Section  7.2.     Existing  Liens  to  Continue.  Borrower  hereby acknowledges,
                  -----------------------------
agrees and confirms that the Liens previously granted to the Bank shall continue
     and  survive  the  execution and delivery of this Agreement, and all of the
rights  granted  to  the  Bank  pursuant  to  the  Security Documents shall also
continue  and survive the execution and delivery of this Agreement and the other
Loan Documents executed in connection herewith; provided, however, to the extent
there  is  any  conflict,  of whatever nature, between the conditions, terms and
provisions  of  the  Security  Documents  and  this Agreement and the other Loan
Documents  executed  in  connection  herewith,  this Agreement and such new Loan
Documents  shall govern, prevail and control any such conflict or inconsistency.
Section  7.3.     Setoff.  If  an  Event  of  Default shall have occurred and is
                  ------
continuing,  the  Bank  is  hereby authorized at any time and from time to time,
without  prior  notice  to  the Borrower (any such notice being hereby expressly
waived  by  the Borrower), to set off and apply any and all deposits (general or
special,  time  or  demand,  provisional  or  final)  at any time held and other
indebtedness  at  any time owing by the Bank to or for the credit or the account
of  the  Borrower  against any and all of the obligations of the Borrower now or
hereafter  existing under this Agreement, the Notes, or any other Loan Document,
irrespective  of  whether  or not the Bank shall have made any demand under this
Agreement  or  the  Notes,  or  such  other  Loan  Document  and  although  such
obligations  may  be  unmatured. The Bank agrees promptly to notify the Borrower
after  any  such  setoff and application, provided that the failure to give such
notice  shall not affect the validity of such setoff and application. The rights
and  remedies of the Bank hereunder are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which the Bank may have.
Section  7.4.     Guaranty.  The  Obligations have been and shall continue to be
                  --------
unconditionally  guaranteed  in  whole  or  in  part by each of the Subsidiaries
(other  than  the  Foreign  Subsidiaries)  pursuant  to  the  Guaranty.
                             ARTICLE  VIII.

                  Conditions  Precedent  and  Closing
Section  8.1.     Conditions Precedent to Initial Advance.  The effectiveness of
                  ---------------------------------------
this  Agreement  and  the  obligation  of  the  Bank to make the initial Advance
hereunder  is  subject  to  the  condition  precedent  that  the Bank shall have
received  on or before the Closing Date all of the following, each dated (unless
otherwise indicated) the Closing Date, in form and substance satisfactory to the
     Bank:
(a)     Resolutions.  (i)  Resolutions of the Board of Directors of the Borrower
        -----------
certified  by  its  Secretary  or  an  Assistant  Secretary  which authorize the
execution,  delivery,  and performance by the Borrower of this Agreement and the
other  Loan  Documents  to  which  the Borrower is or is to be a party; and (ii)
resolutions  of  the  Board  of  Directors  of  each  Guarantor certified by its
Secretary  or  Assistant  Secretary  which authorize the execution, delivery and
performance  by  the  Guarantor  of the Guaranty and the other Loan Documents to
which  such  Guarantor  is  or  is  to  be  a  party.
(b)     Incumbency  Certificate.  (i)  A  certificate of incumbency certified by
        -----------------------
the  Secretary or an Assistant Secretary of the Borrower certifying the names of
the  officers  of the Borrower authorized to sign this Agreement and each of the
other Loan Documents to which the Borrower is or is to be a party (including the
certificates  contemplated  herein)  together  with  specimen signatures of such
officers;  and (ii) a certificate of incumbency certified by the Secretary or an
Assistant  Secretary  of  such Guarantor certifying the names of the officers of
such  Guarantor authorized to sign the Loan Documents to which such Guarantor is
or  is  to  be a party (including the certificates contemplated herein) together
with  specimen  signatures  of  such  officers.
(c)     Articles  of  Incorporation.  (i)  The  articles of incorporation of the
        ---------------------------
Borrower  certified  by  the Secretary of State of the state of incorporation of
the  Borrower  and  dated  within  ten  (10) days prior to the Closing Date or a
certificate  from the Secretary or an Assistant Secretary of Borrower certifying
that  such articles of incorporation have not been amended or otherwise modified
since  they  were  delivered  to  Bank  in  connection  with  the  Existing Loan
Agreement;  and (ii) the articles of incorporation of each Subsidiary certified,
in  the  case  of  each  Guarantor  only,  by  the  Secretary  of  State  of the
jurisdiction  of incorporation of such Subsidiary and dated within ten (10) days
prior  to  the  Closing Date or a certificate from the Secretary or an Assistant
Secretary  of  such Subsidiary or Guarantor, as the case may be, certifying that
such articles of incorporation have not been amended or otherwise modified since
they  were  delivered  to  Bank  in connection with the Existing Loan Agreement.
(d)     Bylaws.  (i) The bylaws of the Borrower certified by the Secretary or an
        ------
Assistant  Secretary  of  the Borrower or a certificate from the Secretary or an
Assistant  Secretary  of  Borrower  certifying  that  such  bylaws have not been
amended  or  otherwise  modified since they were delivered to Bank in connection
with  the  Existing  Loan  Agreement;  and  (ii)  the  bylaws of each Subsidiary
certified  by  the  Secretary  or an Assistant Secretary of such Subsidiary or a
certificate  from  the Secretary or an Assistant Secretary of such Subsidiary or
Guarantor, as the case may be, certifying that such bylaws have not been amended
or  otherwise  modified since they were delivered to Bank in connection with the
Existing  Loan  Agreement.
(e)     Revolving  Credit  Note.  The  Revolving  Credit  Note  executed  by the
        -----------------------
Borrower.
(f)     Intentionally  Deleted.
        ----------------------
(g)     Amendments  to  Other  Security Documents.  Amendments to other Security
        -----------------------------------------
Documents  as may be necessary in order to preserve and perfect the Bank's first
priority  Lien  in  the  Collateral.
(h)     Attorneys'  Fees  and  Expenses.  Evidence  that  the costs and expenses
        -------------------------------
(including  reasonable  attorneys'  fees)  referred  to in Section 14. l, to the
extent  incurred,  shall  have  been  paid  in  full  by  the  Borrower.
(i)     Facility  Fee.  Evidence  that the Facility Fee has been paid in full by
        -------------
the  Borrower.
(j)     Interest  and  Fees.  Evidence  that  all  accrued  interest  and  the
        -------------------
commitment  fee through the Closing Date with respect to the Existing Loans have
        -
been  paid  in  full  by  the  Borrower.
(k)     Additional  Documentation.  Such  additional  approvals,  opinions,  or
        -------------------------
documents  as the Bank or its legal counsel, Munsch Hardt Kopf & Harr, P.C., may
reasonably  request.
Section  8.2.     [INTENTIONALLY  DELETED].
Section  8.3.     Conditions  Precedent  to All Advances.  The obligation of the
                  --------------------------------------
Bank  to  make any Advance (excluding any Continuation or Conversion) is subject
to  the  following  additional  conditions  precedent:
(a)     Advance  Request Form.  The Bank shall have received, in accordance with
        ---------------------
Section  2.6,  an Advance Request Form, dated the date of such Advance, executed
by  an  Authorized  Officer  of  the  Borrower;
(b)     No  Default.  No Default shall have occurred and be continuing, or would
        -----------
result  from  such  Advance;
(c)     Representations  and  Warranties.  All  of  the  representations  and
        --------------------------------
warranties  contained in Article IX hereof and in the other Loan Documents shall
be  true  and  correct on and as of the date of such Advance with the same force
and  effect as if such representations and warranties had been made on and as of
such  date;  and
(d)     Additional  Documentation.  The Bank shall have received such additional
        -------------------------
approvals, opinions, or documents as the Bank or its legal counsel, Munsch Hardt
Kopf  &  Harr,  P.C.,  may  reasonably  request.
Section  8.4.     Closing.  The  closing of the transactions contemplated hereby
                  -------
shall occur no later than January ___, 2003, at 10:00 A.M. (Dallas, Texas time),
     or  such  later date and time as the parties hereto may mutually agree (the
"Closing  Date")  at  the  offices  of Munsch Hardt Kopf & Harr, P.C., 1445 Ross
 -------------
Avenue,  Suite  4000,  Dallas,  Texas  75202.
 ---
                                   ARTICLE  IX.

                        Representations  and  Warranties
     To  induce  the  Bank to enter into this Agreement, the Borrower represents
and  warrants  to  the  Bank  as  follows:
Section 9.1.     Corporate Existence.  The Borrower and each Subsidiary (a) is a
                 -------------------
     corporation  duly  organized,  validly existing, and in good standing under
the  laws  of  the  jurisdiction  of  its  incorporation;  (b) has all requisite
corporate power and authority to own its assets and carry on its business as now
being or as proposed to be conducted; and (c) is qualified to do business in all
jurisdictions  in  which  the  nature  of  its business makes such qualification
necessary  and  where failure to so qualify would have a material adverse effect
on  its  business, condition (financial or otherwise), operations, prospects, or
properties.  The  Borrower  and  each  Subsidiary  has  the  corporate power and
authority  to execute, deliver, and perform its obligations under this Agreement
and  the  other  Loan  Documents  to  which  it  is  or  may  become  a  party.
Section  9.2.     Financial  Statements.  The Borrower has delivered to the Bank
                  ---------------------
audited  consolidated  financial statements of the Borrower and its Subsidiaries
as  at  and  for the fiscal year ended June 30, 2002, and unaudited consolidated
financial  statements  of  the  Borrower  and its Subsidiaries for the three (3)
month  period  ended September 30, 2002.  Such financial statements are true and
correct,  have  been prepared in accordance with GAAP, and fairly and accurately
present,  on  a  consolidated basis, the financial condition of the Borrower and
its Subsidiaries as of the respective dates indicated therein and the results of
operations  for  the  respective  periods  indicated  therein.  To  the  best of
Borrower's  knowledge,  neither the Borrower nor any of its Subsidiaries has any
material  contingent  liabilities,  liabilities  for  taxes,  unusual forward or
long-term  commitments, or unrealized or anticipated losses from any unfavorable
commitments required by GAAP to be reflected in such financial statements except
as  reflected in such financial statements. To the best of Borrower's knowledge,
there  has been no material adverse change in the business, condition (financial
or  otherwise),  operations,  prospects, or properties of the Borrower or any of
its  Subsidiaries  since  the  effective  date  of  the  most  recent  financial
statements  referred  to  in  this  Section.
Section  9.3.     Corporate  Action;  No  Breach.  The  execution, delivery, and
                  ------------------------------
performance  by  the  Borrower of this Agreement and the other Loan Documents to
which  the  Borrower  is  or  may  become  a  party, the execution, delivery and
performance  by  the  Guarantors of the Guaranty and the other Loan Documents to
which  they  are  or  may  become  a  party,  and  compliance with the terms and
provisions  hereof  and  thereof  have  been  duly  authorized  by all requisite
corporate  action  on the part of the Borrower and the Guarantors and do not and
will  not (a) violate or conflict with, or result in a breach of, or require any
consent under (i) the articles of incorporation or bylaws of the Borrower or any
of  the  Guarantors,  (ii) any applicable law, rule, or regulation or any order,
writ,  injunction,  or  decree  of  any Governmental Authority or arbitrator, or
(iii) any agreement or instrument to which the Borrower or any of the Guarantors
is a party or by which any of them or any of their property is bound or subject,
or (b) constitute a default under any such agreement or instrument, or result in
the  creation or imposition of any Lien (except as provided in Article VII) upon
                                                               -----------
any  of  the  revenues  or  assets  of  the  Borrower  or  any  Guarantor.
Section  9.4.     Operation  of  Business.  The  Borrower  and  each  of  its
                  -----------------------
Subsidiaries  possess  all  licenses,  permits, franchises, patents, copyrights,
trademarks,  service  marks  and  trade  names,  or rights thereto, necessary to
conduct  their  respective  businesses  substantially  as  now  conducted and as
presently  proposed  to  be  conducted,  and  the  Borrower  and  each  of  its
Subsidiaries  are not in violation of any valid rights of others with respect to
any  of  the  foregoing.  Schedule  9.4  identifies all trademarks, trade names,
                          -------------
service  marks,  copyrights,  patents  and applications for any of the foregoing
owned  by  or issued to the Borrower or any of the Subsidiaries and includes the
name  under  which  the  rights  are  claimed,  and  the  dates  of  issuance or
application,  as  the  case may be. Except as set forth on Schedule 9.4, neither
                                                           ------------
the Borrower nor any Subsidiary pays any royalty for the use of such trademarks,
trade  names,  service marks, copyrights, patents and applications, and Borrower
has  the  exclusive  right  to  bring  actions  for the infringement thereof. No
product  made  or  sold  by  the Borrower or any Subsidiary violates any license
granted  to  the  Borrower  or  such  Subsidiary  or,  to the best of Borrower's
knowledge,  infringes  any  trademark,  trade  name,  service mark, copyright or
patent  of another. There is no pending nor, to be best of Borrower's knowledge,
threatened claim of litigation against the Borrower or any Subsidiary contesting
its  right  to  use  any of the trademarks, trade names and service marks or the
validity  of  any  of  the  copyrights  and  patents  listed  on Schedule 9.4 or
                                                                 ------------
asserting  the  misuse  thereof.
Section  9.5.     Litigation and Judgments.  Except as disclosed on Schedule 9.5
                  ------------------------                          ------------
hereto,  Borrower  has  no  knowledge  of  any  action,  suit, investigation, or
proceeding  before  or  by  any  Governmental Authority or arbitrator pending or
threatened  against  or affecting the Borrower or any Subsidiary, that would, if
adversely  determined, have a material adverse effect on the business, condition
(financial  or  otherwise), operations, prospects, or properties of the Borrower
or  any  Subsidiary  or  the  ability  of  the  Borrower  to pay and perform the
Obligations.  There  are  no  outstanding  judgments against the Borrower or any
Subsidiary.
Section  9.6.     Rights in Properties; Liens.  The Borrower and each Subsidiary
                  ---------------------------
have  good  and  indefeasible  title  to, or valid leasehold interests in, their
respective  properties  and assets, real and personal, including the properties,
assets,  and leasehold interests reflected in the financial statements described
in  Section  9.2,  and,  to  the  best  of  Borrower's  knowledge,  none  of the
    ------------
properties,  assets, or leasehold interests of the Borrower or any Subsidiary is
   -------
subject  to  any  Lien,  except  as  permitted  by  Section  11.2.
                                                    -------------
Section 9.7.     Enforceability.  This Agreement constitutes, and the other Loan
                 --------------
Documents to which the Borrower or any Guarantor is party, when delivered, shall
constitute  the  legal,  valid, and binding obligations of the Borrower and each
such  Guarantor,  enforceable  against  the  Borrower and each such Guarantor in
accordance  with  their  respective  terms,  except  as  limited  by bankruptcy,
insolvency,  or other laws of general application relating to the enforcement of
creditors'  rights.
Section  9.8.     Approvals.  No  authorization, approval, or consent of, and no
                  ---------
filing  or  registration  with,  any Governmental Authority or third party is or
will be necessary for the execution, delivery, or performance by the Borrower of
this  Agreement and by the Borrower or any Guarantor of the other Loan Documents
to which the Borrower or such Guarantor, as applicable, is or may become a party
or  for  the  validity  or  enforceability  thereof.
Section  9.9.     Debt.  The  Borrower and its Subsidiaries have no Debt, except
                  ----
as  permitted  under  Section  11.1.
                      -------------
Section  9.10.     Taxes.  The  Borrower  and each Subsidiary have filed all tax
                   -----
returns  (federal, state, and local) required to be filed, including all income,
franchise,  employment,  property, and sales tax returns, and have paid, subject
to  any matters being contested in good faith by appropriate proceedings, all of
their  respective  liabilities for taxes, assessments, governmental charges, and
other  levies  that  are  due  and  payable.  The  Borrower  knows of no pending
investigation  of  the  Borrower or any Subsidiary by any taxing authority or of
any  pending  but  unassessed  tax  liability of the Borrower or any Subsidiary.
Section  9.11.     Use of Proceeds; Margin Securities.  Neither the Borrower nor
                   ----------------------------------
any Subsidiary is engaged principally, or as one of its important activities, in
the  business  of  extending  credit  for  the purpose of purchasing or carrying
margin  stock  (within  the  meaning  of  Regulations T, U, or X of the Board of
Governors  of  the  Federal  Reserve System), and no part of the proceeds of any
Advance  will  be used to purchase or carry any margin stock or to extend credit
to  others  for  the  purpose  of  purchasing  or  carrying  margin  stock.
Section  9.12.     ERISA.  The Borrower and each Subsidiary are in compliance in
                   -----
all  material  respects  with  all  applicable  provisions  of  ERISA. Neither a
Reportable  Event  nor  a  Prohibited Transaction has occurred and is continuing
with  respect  to  any  Plan with the result that there is an unfunded liability
currently  or  prospectively  owed  by  Borrower or any Subsidiary. No notice of
intent  to terminate a Plan has been filed, nor has any Plan been terminated. No
circumstances  exist  which  constitute  grounds entitling the PBGC to institute
proceedings  to  terminate,  or appoint a trustee to administer, a Plan, nor has
the  PBGC  instituted  any  such proceedings. Neither the Borrower nor any ERISA
Affiliate  has  completely or partially withdrawn from a Multiemployer Plan. The
Borrower  and  each  ERISA Affiliate have met their minimum funding requirements
under  ERISA  with  respect  to all of their Plans, and the present value of all
vested  benefits under each Plan do not exceed the fair market value of all Plan
assets  allocable  to  such benefits, as determined on the most recent valuation
date  of  the  Plan  and  in accordance with ERISA. Neither the Borrower nor any
ERISA  Affiliate  has  incurred  any  liability  to  the  PBGC  under  ERISA.
Section  9.13.     Disclosure.  No  statement,  information,  report,
                   ----------
representation,  or  warranty  made  by the Borrower in this Agreement or in any
other Loan Document or furnished to the Bank by the Borrower or any Guarantor in
connection  with  this Agreement or any transaction contemplated hereby contains
any  untrue  statement  of  a  material fact or omits to state any material fact
necessary  to  make the statements herein or therein, when taken as a whole, not
misleading.  There is no fact known to the Borrower which has a material adverse
effect,  or  which in the future could reasonably be expected to have a material
adverse effect, on the business, condition (financial or otherwise), operations,
prospects,  or  properties  of  the Borrower or any Subsidiary that has not been
disclosed  in  writing  to  the  Bank.
Section  9.14.     Subsidiaries.  The  Borrower  has  no Subsidiaries other than
                   ------------
those  listed  on  Schedule  9.14  hereto,  and  Schedule  9.14  sets  forth the
                   --------------                --------------
jurisdiction  of  incorporation  of  each  Subsidiary  and the percentage of the
Borrower's  ownership of the outstanding voting stock of each Subsidiary. All of
the  outstanding  capital  stock  of each Subsidiary has been validly issued, is
fully  paid,  and  is  nonassessable.
Section  9.15.     Agreements.  Neither  the  Borrower  nor  any Subsidiary is a
                   ----------
party  to  any  indenture,  loan,  or credit agreement, or to any lease or other
agreement  or  instrument,  or  subject  to any charter or corporate restriction
which  could  reasonably  be  expected  to have a material adverse effect on the
business,  condition  (financial  or  otherwise),  operations,  prospects,  or
properties  of the Borrower or any Subsidiary, or the ability of the Borrower to
pay and perform its obligations under the Loan Documents to which it is a party.
Neither  the  Borrower  nor  any  Subsidiary is in default in any respect in the
performance, observance, or fulfillment of any of the obligations, covenants, or
conditions  contained in any agreement or instrument material to its business to
which  it  is  a  party.
Section 9.16.     Compliance with Laws.  Neither the Borrower nor any Subsidiary
                  --------------------
is  in  violation  of  any  law,  rule,  regulation,  order,  or  decree  of any
Governmental  Authority  or  arbitrator,  the  violation of which would or could
reasonably  be  expected  to  have  a  material  adverse effect on the business,
condition  (financial  or otherwise), operations, prospects or properties of the
Borrower  or  any  Subsidiary.
Section  9.17.     Inventory.  All  inventory of the Borrower and any Subsidiary
                   ---------
has  been and will hereafter be produced in compliance with all applicable laws,
rules,  regulations,  and governmental standards, including, without limitation,
the  minimum  wage  and  overtime provisions of the Fair Labor Standards Act, as
amended  (29  U.S.C.    201-219),  and  the  regulations promulgated thereunder.
Section  9.18.     Investment  Company  Act.  Neither  the  Borrower  nor  any
                   ------------------------
Subsidiary  is  an  "investment  company"  within  the meaning of the Investment
Company  Act  of  1940,  as  amended.
Section  9.19.     Public Utility Holding Company Act.  Neither the Borrower nor
                   ----------------------------------
any  Subsidiary  is  a "holding company" or a "subsidiary company" of a "holding
company"  or  an "affiliate" of a "holding company" or a "public utility" within
the  meaning  of  the  Public  Utility  Holding Company Act of 1935, as amended.
Section  9.20.     Environmental  Matters.  Except as disclosed on Schedule 9.20
                   ----------------------                          -------------
hereto:
(a)     The  Borrower,  each Subsidiary, and all of their respective properties,
assets,  and  operations are in full compliance with all Environmental Laws. The
Borrower  is  not  aware  of, nor has the Borrower received notice of, any past,
present, or future conditions, events, activities, practices, or incidents which
     may interfere with or prevent the compliance or continued compliance of the
Borrower  and  the  Subsidiaries  with  all  Environmental  Laws;
(b)     The  Borrower  and  each Subsidiary have obtained all permits, licenses,
and  authorizations  that  are required under applicable Environmental Laws, and
all  such permits are in good standing and the Borrower and its Subsidiaries are
in  compliance  with  all  of  the  terms  and  conditions  of  such  permits;
(c)     No  Hazardous  Materials  exist  on, about, or within or have been used,
generated,  stored,  transported,  disposed  of  on, or Released from any of the
properties  or  assets  of  the  Borrower  or  any Subsidiary. The use which the
Borrower  and  the  Subsidiaries  make  and  intend  to make of their respective
properties  and  assets  will  not  result  in  the  use,  generation,  storage,
transportation, accumulation, disposal, or Release of any Hazardous Material on,
     in,  or  from  any  of their properties or assets, except for the handling,
storage,  use,  transportation,  or  generation  of materials and products used,
produced  or  generated  in  the  business  of  food  preparation,  processing,
packaging,  warehousing,  transportation  and  restaurant  operations including,
without  limitation,  chemicals  for  processing  or  preserving  food products,
chemicals  and  other  substances  used  for  building  and grounds maintenance,
disinfectants,  pesticides, cleaning agents, motor fuels, lubricants, processing
by-products  and  food  wastes, all of which have been stored, used, transported
and  generated  in  compliance  with  all  Environmental  Laws;
(d)     Neither  the  Borrower  nor  any  of  its  Subsidiaries nor any of their
respective  currently owned or leased properties or operations is subject to any
outstanding or, to the best of its knowledge, threatened order from or agreement
with  any  Governmental  Authority or other Person or subject to any judicial or
docketed  administrative  proceeding  with respect to (i) failure to comply with
Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities
arising  from  a  Release  or  threatened  Release;
(e)     There  are  no conditions or circumstances associated with the currently
owned  or  leased  properties  or  operations  of  the  Borrower  or  any of its
Subsidiaries that could reasonably be expected to give rise to any Environmental
Liabilities;
(f)     Neither  the  Borrower  nor  any  of  its  Subsidiaries  is a treatment,
storage, or disposal facility requiring a permit under the Resource Conservation
and  Recovery  Act,  42  U.S.C.   6901  et  seq.,  regulations thereunder or any
                                        -------
comparable  provision  of  state  law;
(g)     Neither  the Borrower nor any of its Subsidiaries has filed or failed to
file any notice required under applicable Environmental Law reporting a Release;
and
(h)     To  the  best  of  Borrower's  knowledge,  no  Lien  arising  under  any
Environmental  Law  has  attached to any property or revenues of the Borrower or
its  Subsidiaries.
                                  ARTICLE  X.

                              Positive  Covenants
     The  Borrower  covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or  the  Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  positive  covenants:
Section 10.1.    Reporting Requirements.  The Borrower will furnish to the Bank:
                 ----------------------
(a)     Annual  Financial  Statements.  As  soon  as available, and in any event
        -----------------------------
within  ninety  (90)  days  after  the  end of each fiscal year of the Borrower,
beginning  with the fiscal year ending in June of 2003, (i) a copy of the annual
audit  report  of  the  Borrower  and  the  Subsidiaries  for  such  fiscal year
containing, on a consolidated and (to the extent required by GAAP) consolidating
     basis, balance sheets and statements of income, retained earnings, and cash
flow  as  at the end of such fiscal year and for the 12-month period then ended,
in  each  case  setting  forth in comparative form the figures for the preceding
fiscal  year,  all  in  reasonable  detail  and  audited  and  certified  by
PriceWaterhouseCoopers,  or  other  independent  certified public accountants of
recognized  standing  acceptable to the Bank, to the effect that such report has
been  prepared  in  accordance  with  GAAP;  and  (ii)  a  certificate  of  such
independent  certified  public accountants to the Bank (A) stating that to their
knowledge  no  Default  has occurred and is continuing, or if in their opinion a
Default  has  occurred  and is continuing, a statement as to the nature thereof,
and  (B)  confirming  the  calculations  set  forth in the officer's certificate
delivered  simultaneously  therewith;
(b)     Quarterly  Financial Statements.  As soon as available, and in any event
        -------------------------------
within  forty-five (45) days after the end of each of the first three (3) fiscal
quarters  of  each fiscal year of the Borrower, a copy of an unaudited financial
report of the Borrower and the Subsidiaries as of the end of such fiscal quarter
and for the portion of the fiscal year then ended, containing, on a consolidated
and  (to  the  extent  required by GAAP) consolidating basis, balance sheets and
statements  of  income,  retained  earnings, and cash flow, in each case setting
forth  in  comparative  form  the  figures  for  the corresponding period of the
preceding  fiscal  year,  all  in  reasonable  detail certified by an Authorized
Officer  of  the  Borrower  to have been prepared in accordance with GAAP and to
fairly  and accurately present (subject to the absence of footnotes and year-end
audit  adjustments)  the  financial  condition  and results of operations of the
Borrower  and the Subsidiaries, on a consolidated and (to the extent required by
GAAP)  consolidating  basis,  at the date and for the periods indicated therein;
(c)     Quarterly  Calculations.  As  soon as available, and in any event within
        -----------------------
forty-five (45) days after the end of each fiscal quarter of the Borrower, (i) a
certificate  of  an Authorized Officer of the Borrower in substantially the form
of  Exhibit  E  hereto  (A)  stating to the best of such officer's knowledge, no
    ----------
Default  has  occurred  and  is  continuing, or if a Default has occurred and is
   -
continuing, a statement as to the nature thereof and the action that is proposed
   -
to  be taken with respect thereto, and (B) showing in reasonable detail the most
recent  calculations  demonstrating  compliance  with  Article  XII  and (ii) if
                                                       ------------
applicable,  the notice required under the definition of "LIBOR Rate Margin" and
"Prime  Rate  Margin";
(d)     Certificate  of  No  Default.  Concurrently with the delivery of each of
        ----------------------------
the  financial statements referred to in subsection 10.1(a), a certificate of an
                                         ------------------
Authorized Officer of the Borrower in substantially the form of Exhibit E hereto
                                                                ---------
(i)  stating  that  to  the  best  of  such  officer's knowledge, no Default has
occurred  and  is  continuing, or if a Default has occurred and is continuing, a
statement  as  to the nature thereof and the action that is proposed to be taken
with  respect  thereto,  and  (ii)  showing in reasonable detail the most recent
calculations  demonstrating  compliance  with  Article  XII;
                                               ------------
(e)     Management Letters.  As soon as practicable and in any event within five
        ------------------
(5)  days  after  receipt  thereof,  a  copy of any management letter or written
report  submitted  to  the  Borrower  or any Subsidiary by independent certified
public  accountants  with  respect  to  the  business,  condition  (financial or
otherwise),  operations,  prospects,  or  properties  of  the  Borrower  or  any
Subsidiary;
(f)     Notice  of  Litigation.  Promptly after the commencement thereof, notice
        ----------------------
of  all  actions,  suits,  and  proceedings before any Governmental Authority or
arbitrator  affecting  the  Borrower  or  any  Subsidiary  which,  if determined
adversely  to the Borrower or such Subsidiary, is likely to result in liability,
over  and  above  any  portion  covered  by  insurance,  in  excess of $500,000;
(g)     Notice  of  Default. As soon as practicable and in any event within five
        -------------------
(5) days after the Borrower knows or has reason to know of the occurrence of any
Default,  a  written  notice  setting  forth the details of such Default and the
action  that  the  Borrower has taken and proposes to take with respect thereto;
(h)     ERISA  Reports.  As soon as practicable and in any event within five (5)
        --------------
days  after  the  filing  or  receipt  thereof, copies of all reports, including
annual  reports,  reports  of  Reportable Events, and material notices which the
Borrower  or  any  Subsidiary  files  with or receives from the PBGC or the U.S.
Department  of  Labor  under  ERISA; and as soon as practicable and in any event
within five (5) days after the Borrower or any Subsidiary knows or has reason to
know  that  any  Prohibited Transaction has occurred with respect to any Plan or
that the PBGC or the Borrower or any Subsidiary has instituted or will institute
proceedings  under Title IV of ERISA to terminate any Plan, a certificate of the
Authorized  Officer  of  the  Borrower  setting  forth  the  details  as to such
Prohibited  Transaction  or  Plan  termination  and the action that the Borrower
proposes  to  take  with  respect  thereto;
(i)     Notice  of  Material  Adverse  Change. As soon as practicable and in any
        -------------------------------------
event within five (5) days after the Borrower knows or has reason to know of the
occurrence  thereof,  written  notice  of  any  matter  that is likely to have a
material  adverse  effect  on  the business, condition (financial or otherwise),
operations,  prospects,  or  properties  of  the  Borrower  or  any  Subsidiary;
(j)     Proxy Statements, Etc.  As soon as available; one copy of each financial
        ----------------------
statement,  report,  notice  or  proxy  statement  sent  by  the Borrower or any
Subsidiary  to its stockholders generally and one copy of each regular, periodic
or  special  report, registration statement, or prospectus filed by the Borrower
or  any  Subsidiary  with any securities exchange or the Securities and Exchange
Commission  or  any  successor  agency;  and
(k)     General  Information.  As  soon  as  practicable, such other information
        --------------------
concerning  the  Borrower  or  any  Subsidiary as the Bank may from time to time
reasonably  request.
Section  10.2.    Maintenance  of  Existence; Conduct of Business.  The Borrower
                  -----------------------------------------------
will  preserve  and  maintain,  and  will  cause each Subsidiary to preserve and
maintain,  its  corporate  existence and all of its material leases, privileges,
licenses,  permits, franchises, qualifications, and rights that are necessary or
desirable  in  the  ordinary conduct of its business. The Borrower will conduct,
and  will  cause  each  Subsidiary  to  conduct,  its business in an orderly and
efficient  manner  in  accordance  with  good  business  practices.
Section  10.3.    Maintenance  of Properties.  The Borrower will maintain, keep,
                  --------------------------
and  preserve, and cause each Subsidiary to maintain, keep, and preserve, all of
its  material  properties  (tangible  and intangible) necessary or useful in the
proper  conduct  of  its  business  in  good  working  order  and  condition.
Section 10.4.    Taxes and Claims.  The Borrower will pay or discharge, and will
                 ----------------
cause  each  Subsidiary  to  pay  or  discharge, at or before maturity or before
becoming delinquent (a) all taxes, levies, assessments, and governmental charges
imposed  on  it  or  its  income  or profits or any of its property, and (b) all
lawful  claims for labor, material, and supplies, which, if unpaid, might become
a  Lien  upon  any of its property; provided, however, that neither the Borrower
nor  any  Subsidiary  shall  be  required  to  pay  or  discharge any tax, levy,
assessment,  or  governmental  charge  which is being contested in good faith by
appropriate proceedings diligently pursued, and for which adequate reserves have
been  established.
Section  10.5.    Insurance.  The Borrower will maintain, and will cause each of
                  ---------
the  Subsidiaries  to  maintain,  insurance with financially sound and reputable
insurance  companies  in  such  amounts  and  covering  such risks as is usually
carried  by  corporations  engaged  in  similar  businesses  and  owning similar
properties  in the same general areas in which the Borrower and the Subsidiaries
operate,  provided  that  in any event the Borrower will maintain and cause each
Subsidiary  to  maintain  workmen's  compensation  insurance (or utilize legally
available  alternatives  to  such  insurance), property insurance, comprehensive
general  liability  insurance,  products  liability  insurance,  and  business
interruption  insurance  reasonably  satisfactory to the Bank. The Borrower will
provide  evidence of all such insurance to the Bank, and all such insurance must
be  reasonably  satisfactory  to  the  Bank.  Each  insurance  policy  covering
Collateral  shall  name  the  Bank as an additional loss payee and shall provide
that such policy will not be cancelled or reduced without thirty (30) days prior
written  notice  to  the  Bank.
Section  10.6.    Inspection  Rights.  At  any  reasonable time and from time to
                  ------------------
time,  the  Borrower  will  permit,  and  will  cause each Subsidiary to permit,
representatives  of  the Bank to examine, copy, and make extracts from its books
and  records,  to visit and inspect its properties, and to discuss its business,
operations,  and  financial  condition  with  its  officers,  employees,  and
independent certified public accountants. Without limiting the generality of the
foregoing,  the  Borrower will permit, and will cause each Subsidiary to permit,
representatives  of  the  Bank  to conduct semi-annual field audits, the cost of
which will be borne by the Borrower in an amount not to exceed $10,000 annually.
Section  10.7.    Keeping  Books  and  Records.  The Borrower will maintain, and
                  ----------------------------
will  cause  each  Subsidiary to maintain, proper books of record and account in
which  full,  true, and correct entries in conformity with GAAP shall be made of
all  dealings  and  transactions  in  relation  to  its business and activities.
Section 10.8.    Compliance with Laws.  The Borrower will comply, and will cause
                 --------------------
each  Subsidiary  to  comply, in all material respects with all applicable laws,
rules,  regulations,  orders,  and  decrees  of  any  Governmental  Authority or
arbitrator.
Section 10.9.    Compliance with Agreements.  The Borrower will comply, and will
                 --------------------------
cause  each  Subsidiary to comply, in all material respects with all agreements,
contracts,  and  instruments  binding  on  it  or  affecting  its  properties or
business.
Section  10.10.    Further  Assurances.  The  Borrower will, and will cause each
                   -------------------
Subsidiary  to,  execute and deliver such further agreements and instruments and
take such further action as may be reasonably requested by the Bank to carry out
the  provisions  and purposes of this Agreement and the other Loan Documents and
to  create,  preserve,  and  perfect  the  Liens  of the Bank in the Collateral.
Section  10.11.    ERISA.  The  Borrower  will  comply,  and  will  cause  each
                   -----
Subsidiary  to  comply,  with  all  minimum  funding requirements, and all other
material  requirements,  of  ERISA, if applicable, so as not to give rise to any
liability  thereunder.
Section  10.12.    Change  of  Control.  As  soon  as  possible and in any event
                   -------------------
within  five  (5)  days  after  the  Borrower knows or has reason to know that a
Change  of  Control has occurred or is contemplated, the Borrower shall give the
Bank  notice  thereof  and  shall  offer  to  accelerate  payment  of  all  the
Obligations.  The Bank shall have forty-five (45) days after its receipt of such
notice  to  notify the Borrower of its election to accelerate payment of all the
Obligations,  in  which  event  the  Borrower  shall pay the Obligations in full
within  thirty (30) days after the later of (a) the date of the Bank's notice to
the  Borrower  of  its  election  to  accelerate  payment or (b) the date of the
occurrence  of  the  Change  of  Control.  In addition, if the Change of Control
occurs  as a result of Ronald Parker's ceasing to be the Chief Executive Officer
of  Borrower  or  ceasing, in the opinion of Bank, to be actively engaged in the
management  of  the  Borrower  and  in  its day-to-day operations, the Revolving
Credit Commitment and all other lending obligations of Bank under this Agreement
or  any  of  the  other  Loan  Documents  shall automatically terminate upon the
earliest  of (x) the date of Borrower's notice to Bank of the occurrence of such
Change of Control, (y) the date the Bank becomes aware of the occurrence of such
Change  of Control, or (z) the date of the occurrence of such Change of Control.
Section  10.13.    Interest  Rate  Protection.  The  Borrower  will at all times
                   --------------------------
during  the term of this Agreement, 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.
                             ARTICLE  XI.

                       Negative  Covenants
     The  Borrower  covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or  the  Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  negative  covenants:
Section  11.1.     Debt.  The Borrower will not incur, create, assume, or permit
                   ----
to exist, and will not permit any Subsidiary to incur, create, assume, or permit
     to  exist,  any  Debt,  except:
(a)     Debt  to  the  Bank  pursuant  to  the  Loan  Documents;
(b)     Existing  Debt  described  on  Schedule  11.1  hereto and any renewal or
                                       --------------
extension  thereof  which  does not increase the outstanding amount thereof; and
(c)     Debt  of  the  Borrower  to  any Domestic Subsidiary and of any Domestic
Subsidiary  to  the  Borrower  or  another  Domestic  Subsidiary;  and
(d)     Capital  Lease  Obligations  and/or purchase money Debt for purchases of
equipment  in  the  ordinary  course of business not exceeding $2,250,000 in the
aggregate  at  any  one  time.
Section  11.2.     Limitation  on  Liens.  The  Borrower will not incur, create,
                   ---------------------
assume, or permit to exist, and will not permit any Subsidiary to incur, create,
     assume,  or  permit to exist, any Lien upon any of its property, assets, or
revenues,  whether  now  owned  or  hereafter  acquired,  except:
(a)     Liens  disclosed  on  Schedule  11.2  hereto;
                              --------------
(b)     Liens  in  favor  of  the  Bank;
(c)     Encumbrances  consisting  of  minor  easements,  zoning restrictions, or
other  restrictions  on the use of real property that do not (individually or in
the  aggregate)  materially affect the value of the assets encumbered thereby or
materially  impair  the  ability of the Borrower or the Subsidiaries to use such
assets  in  their  respective  businesses;

(d)     Liens  for  taxes,  assessments, or other governmental charges which are
not delinquent or which are being contested in good faith and for which adequate
reserves  have  been  established;
(e)     Liens  of  mechanics,  materialmen,  warehousemen,  carriers,  or  other
similar  statutory  Liens  (including  statutory  landlord's  Liens)  securing
obligations  that  are  not  yet  due and are incurred in the ordinary course of
business;
(f)     Liens resulting from good faith deposits to secure payments of workmen's
compensation  or  other  social  security programs, to secure the performance of
reinsurance  agreements or to secure payments to utilities or the performance of
tenders,  statutory obligations, surety and appeal bonds, bids, contracts (other
than  for  payment  of Debt), or leases made in the ordinary course of business;
(g)     Purchase  money  liens,  purchase  money  security  interests  or  title
retention arrangements upon or in any equipment acquired or held by the Borrower
in  the  ordinary  course  of  business  to  secure  purchase money indebtedness
incurred  solely for the purpose of financing the acquisition of such equipment;
provided  that  such  purchase  money  indebtedness  does not exceed limitations
contained in clause (d) of Section 11.1 hereof; and provided, further, that such
             ----------    ------------
purchase  money  liens,  purchase  money  security  interests or title retention
arrangements  shall attach only to equipment so acquired and shall not attach to
any  other  Collateral;
(h)     Attachment and judgment Liens not constituting an Event of Default under
Section  13(g)  or  13(h);
--------------      -----
(i)     Inchoate Liens arising under ERISA to secure the contingent liability of
the  Borrower  or  any  Subsidiary;  and
(j)     Liens  renewing  and  extending  the Liens permitted hereunder, provided
that  no  such  Lien  is  expanded  to  cover  any  additional  property.
Section  11.3.    Mergers,  Etc.  The Borrower will not, and will not permit any
                  -------------
Subsidiary  to,  become  a  party  to  a merger or consolidation, or purchase or
otherwise  acquire  all or any substantial part of the business or assets of any
Person or any shares or other evidence of beneficial ownership of any Person, or
     wind-up,  dissolve,  or  liquidate  itself,  except that (a) a wholly-owned
Subsidiary  may  be  merged  or consolidated with or into the Borrower (provided
that  the  Borrower  shall  be the continuing or surviving corporation), (b) the
Borrower may purchase or otherwise acquire the assets of existing franchisees or
area  development  rights  up  to  an aggregate amount of $5,000,000 and (c) the
Borrower  may  purchase  or otherwise acquire all or any substantial part of the
business  or  assets  of any Person upon obtaining the prior written approval of
the  Bank.
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) dividend payments on any
class  of  capital  stock  payable  solely  in  shares  of  capital stock of the
Borrower;  (b)  payments  of  dividends from any Subsidiary to the Borrower; (c)
payments  in  lieu  of  taxes  to the Borrower or a Subsidiary pursuant to a tax
sharing  agreement;  (d)  any  exchange  of  stock  not  involving  any  cash
consideration  pursuant to a stock option plan for employees or directors of the
Borrower;  and (e) any other redemption, purchase, retirement or the acquisition
of  the Borrower's capital stock or payment of cash dividends upon obtaining the
prior  written  approval  of  the  Bank,  it  being  understood  that,  based on
performance, the Borrower may request the Bank to consider granting its approval
of  restricted  payments  on  a quarterly basis, or at such other time as deemed
necessary.
Section  11.5     Investments.  The  Borrower will not make, and will not permit
                  -----------
any Subsidiary to make, any advance, loan, extension of credit (other than trade
credit extended to any franchisee or purchaser of inventory from Borrower or any
Subsidiary), or capital contribution to or investment in, or purchase or own, or
permit  any  Subsidiary to purchase or own, any stock, bonds, notes, debentures,
or  other  securities  of,  any  Person,  except:
(a)     readily marketable direct obligations of the United States of America or
     any  agency  thereof  with  maturities of one year or less from the date of
acquisition;
(b)     fully  insured  certificates  of  deposit with maturities of one year or
less from the date of acquisition issued by any commercial bank operating in the
United  States  of  America having capital and surplus in excess of $50,000,000;
(c)     commercial  paper  of  a domestic issuer if at the time of purchase such
paper  is  rated  in  one  of  the two highest rating categories of Standard and
Poor's  Corporation  or  Moody's  Investors  Service,  Inc.;
(d)     advances,  loans  and  capital  contributions  by  the  Borrower  to any
Subsidiary  which  is in existence at the Closing Date, and advances or loans to
the  Borrower  by  any  Subsidiary;
(e)     loans  to  franchisees  in an aggregate amount not to exceed $100,000 to
any  one  franchisee  or  $250,000  in  the  aggregate;
(f)     loans  or  advances  to  (i)  employees  of the Borrower in the ordinary
course  of  business not to exceed $100,000 to any one individual or $250,000 in
the  aggregate  and (ii) shareholders of the Borrower in an amount not to exceed
$750,000  in  the aggregate to enable such shareholders to exercise their vested
options  to  purchase  stock  of  the  Borrower;
(g)     investments  outstanding at any time with respect to hedging exposure to
foreign  currency  fluctuations  in  which  the  Borrower has currency exposure,
provided  that  the  actual exposure covered by such investments does not exceed
$100,000;
(h)     investments  listed  on  Schedule  11.5;
                                 --------------
(i)     promissory  notes  or other evidences of indebtedness arising from sales
of  franchises or area development rights or transfers of franchises, equipment,
and  related  property  by  the  Borrower;  and
(j)     investments in joint ventures or other business combinations or entities
for  the purpose of promoting franchise operations in an aggregate amount not to
exceed  $100,000  in  any one transaction or $250,000 in the aggregate; provided
that  the  Borrower shall form a separate Subsidiary to be a partner or investor
in  any  such  joint  venture  or  other  business  combination.
Notwithstanding  the  foregoing,  the  Borrower  shall  be permitted to form new
Subsidiaries subsequent to the Closing Date and make advances, loans and capital
contributions thereto subject to the provisions of this Agreement, provided that
each such new Subsidiary becomes a party to the Guaranty, the Security Agreement
and  any other Loan Documents requested by the Bank on terms satisfactory to the
Bank  within  ten  (10)  days  after  the  formation  thereof.
Section  11.6     Limitation  on  Issuance  of Capital Stock.  The Borrower will
                  ------------------------------------------
not,  and  will  not permit any of its Subsidiaries to, at any time issue, sell,
assign, or otherwise dispose of (a) any of its capital stock, (b) any securities
     exchangeable  for or convertible into or carrying any rights to acquire any
of  its capital stock, or (c) any option, warrant, or other right to acquire any
of  its  capital  stock, except pursuant to a stock option plan for employees or
directors  of  the  Borrower.
Section  11.7     Transactions  With  Affiliates.  Except for those transactions
                  ------------------------------
described  in  Section  11.5(f),  the Borrower will not enter into, and will not
               ----------------
permit  any  Subsidiary  to  enter  into,  any  transaction,  including, without
limitation,  the purchase, sale, or exchange of property or the rendering of any
service,  with  any  Affiliate of the Borrower or such Subsidiary, except in the
ordinary course of and pursuant to the reasonable requirements of the Borrower's
or  such  Subsidiary's  business  and  upon  fair  and  reasonable terms no less
favorable  to  the  Borrower  or  such  Subsidiary  than  would be obtained in a
comparable  arm's-length  transaction  with  a  Person  not  an Affiliate of the
Borrower  or  such  Subsidiary.
Section  11.8     Disposition  of  Assets.  The  Borrower  will not sell, lease,
                  -----------------------
assign,  transfer,  or  otherwise  dispose  of  any of its assets, or permit any
Subsidiary to do so with any of its assets without the prior written approval of
the  Bank,  except  as  follows:
(a)     dispositions  of  inventory  in  the  ordinary  course  of  business;
(b)     sales  of  franchises  and  area  development  rights;
(c)     dispositions  to  the  Borrower  or  a  Subsidiary who is a party to the
Security  Agreement;
(d)     dispositions  of  worn-out  or  obsolescent equipment, provided that the
proceeds  thereof  are  used  to  acquire  replacements  thereof;  and
(e)     sales  of  other  assets at not less than the fair market value thereof,
provided that (i) no Default or Event of Default has occurred and is continuing,
(ii) the aggregate book value of all assets then proposed to be disposed of plus
the aggregate book value of all other assets disposed of by the Borrower and the
Subsidiaries  pursuant  to  this  subsection  (e)  in  a  twelve  month  period
                                  ---------------
immediately preceding the date of such proposed disposition does not exceed five
percent (5%) of Consolidated Assets at the end of the preceding fiscal year, and
(iii)  the  aggregate  book  value of all assets then proposed to be disposed of
plus  the aggregate book value of all assets disposed of by the Borrower and the
Subsidiaries  during  the  period  from  the  Closing  Date  to the date of such
proposed disposition does not exceed ten percent (10%) of Consolidated Assets at
the  end  of  the  preceding  fiscal  year.
Section 11.9.    Sale and Leaseback.  The Borrower will not enter into, and will
                 ------------------
     not  permit  any  Subsidiary to enter into, any arrangement with any Person
pursuant  to which it leases from such Person real or personal property that has
been  or  is  to  be  sold or transferred, directly or indirectly, by it to such
Person.
Section 11.10    Prepayment of Debt.  The Borrower will not prepay, and will not
                 ------------------
permit  any  Subsidiary  to  prepay,  any  Debt,  except  the  Obligations.
Section  11.11     Nature  of  Business.  The  Borrower  will  not, and will not
                   --------------------
permit  any Subsidiary to, engage in any business other than existing businesses
and  any  business  producing  or  offering  for  sale,  by  Borrower or through
contracts  with  third  parties,  any food product by any method of marketing or
distribution,  or  other  products  related to promoting or enhancing the public
reputation  and  good-will  of  Borrower  or  any  Subsidiary.
Section  11.12.    Environmental  Protection.  Except for the handling, storage,
                   -------------------------
use,  transportation  or  generation of materials and products used, produced or
generated  in  the  business  of  food  preparation,  processing,  packaging,
warehousing,  transportation  and  restaurant  operations  including,  without
limitation,  chemicals for processing or preserving food products, chemicals and
other  substances  used  for  building  and  grounds maintenance, disinfectants,
pesticides, cleaning agents, motor fuels, lubricants, processing by-products and
food  wastes,  all  of  which  shall  be  handled, stored, used, transported and
generated  in compliance with all Environmental Laws, the Borrower will not, and
will  not  permit  any  of its Subsidiaries to, (a) use (or permit any tenant to
use)  any of their respective properties or assets for the handling, processing,
storage, transportation, or disposal of any Hazardous Material, (b) generate any
Hazardous  Material,  (c) conduct any activity that is likely to cause a Release
or  threatened  Release  of any Hazardous Material, or (d) otherwise conduct any
activity  or  use  any of their respective properties or assets, in each case in
any  manner  that  is  likely  to  violate  any  Environmental Law or create any
Environmental  Liabilities  for  which  the  Borrower or any of its Subsidiaries
would  be responsible, whereby such use or activity is likely to have a material
adverse  effect  on  the business or financial condition of the Borrower and its
Subsidiaries  when  viewed  as  a  whole.
Section 11.13.    Accounting.  The Borrower will not, and will not permit any of
                  ----------
its  Subsidiaries  to, change its fiscal year or make any material change (a) in
accounting  treatment  or  reporting  practices,  except as required by GAAP and
disclosed  to the Bank, or (b) in tax reporting treatment, except as required by
law  and  disclosed  to  the  Bank.
                              ARTICLE  XII.

                         Financial  Covenants
     The  Borrower  covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or  any  Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  financial covenants, such
performance  and  observance to be evidenced and tested for compliance as of the
end  of  each  fiscal  quarter;
Section  12.1.    Current  Ratio.  The  Borrower  will  at  all times maintain a
                  --------------
Current Ratio of not less than 1.0 to 1.0, as measured at the end of each fiscal
     quarter.
Section  12.2.    Funded  Debt Ratio.  The Borrower will maintain, as of the end
                  ------------------
of each fiscal quarter, a Funded Debt Ratio of not greater than (a) 2.75 to 1.00
for the fiscal quarters ending December 31, 2002 and March 31, 2003, (b) 2.50 to
1.00  for the fiscal quarters ending June 30, 2003, September 30, 2003, December
31, 2003, and March 31, 2004, and (c) 2.25 to 1.00 for the fiscal quarter ending
June  30,  2004,  and  at  all  times  thereafter.
Section 12.3.    Fixed Charge Coverage Ratio.  The Borrower will maintain, as of
                 ---------------------------
the  end  of  each  fiscal  quarter  commencing  with  the fiscal quarter ending
December  31, 2002, a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00.
Section 12.4.    Operating Leases.  The Borrower will not incur, create, assume,
                 ----------------
or permit to exist, and will not permit any Subsidiary to incur, create, assume,
or  permit  to  exist,  any  liabilities for payments under any Operating Leases
without  the  prior  written  approval  of the Bank, which approval shall not be
unreasonably  withheld,  provided that (i) the Borrower and the Subsidiaries may
incur,  create,  or assume liabilities for payments under Operating Leases in an
aggregate  amount (including taxes, insurance, maintenance, and similar expenses
which  the  Borrower  or  any  Subsidiary  is  obligated  to  pay under any such
Operating  Lease)  not  to  exceed  Six  Million  Dollars  ($6,000,000)  on  a
consolidated  basis, plus One Million Five Hundred Thousand Dollars ($1,500,000)
per fiscal year commencing with the fiscal year ending in June of 2002, (ii) the
amount  of  any  permitted  increase  in  liabilities under Operating Leases not
incurred in any fiscal year may be carried forward to the next succeeding fiscal
year  but  not  thereafter, and (iii) the aggregate payments of the Borrower and
the  Subsidiaries  with respect to Operating Leases shall not exceed Two Million
Dollars  ($2,000,000)  during  any  fiscal  year commencing with the fiscal year
ending  in  June  of  2002.
                                ARTICLE  XIII.

                                   Default
Section  13.1.    Events  of  Default.  Each of the following shall be deemed an
                  -------------------
"Event  of  Default"
(a)     The  Borrower  shall  fail  to  pay  (including, but not limited to, any
failure  to  pay any mandatory prepayment required by Section 2.8 or Section 5.3
                                                      ----------     ----------
of this Agreement) any principal of, or interest on, or fees in connection with,
     the Obligations, or any part thereof when due and payable, and such failure
continues  unremedied  for  a period of one (1) Business Day after the date such
Obligations  or  portion  thereof  were  due.
(b)     The  Borrower  shall  fail to pay any of the Obligations (other than the
Obligations  described  in  subsection  (a) above) or any part thereof, and such
                            ---------------
failure  continues  unremedied  for a period of five (5) Business Days after the
date  such  Obligations  or  portion  thereof  were  due.
(c)     Any  representation  or  warranty made or deemed made by the Borrower or
any  Obligated  Party (or any of their respective officers) in any Loan Document
or  in  any certificate, report, notice, or financial statement furnished at any
time  in connection with this Agreement shall be false, misleading, or erroneous
in  any  material  respect  when  made  or  deemed  to  have  been  made.
(d)     The  Borrower  shall  fail  to  perform,  observe,  or  comply  with any
covenant,  agreement,  or term contained in Section 10.1, Article XI, or Article
                                            ------------  ----------     -------
XII  of this Agreement and, in the case of Section 10.1(a), 10.1(b), 10.1(j), or
 --                                        ---------------  -------  -------
11.1(k)  only,  such failure shall continue unremedied for a period of three (3)
-------
Business  Days  after  the  date  of  such  failure.
(e)     The  Borrower  or any Obligated Party shall fail to perform, observe, or
comply  with  any other covenant, agreement, or term contained in this Agreement
or any other Loan Document (other than as provided in clauses (a) through (d) of
                                                      -----------         ---
this  Section)  and  such  failure shall continue unremedied for a period of ten
(10)  days  after  the  date  of  such  failure.
(f)     The  Borrower,  any  Subsidiary, or any Obligated Party shall commence a
voluntary  proceeding  seeking liquidation, reorganization, or other relief with
respect  to  itself  or  its  debts  under  any bankruptcy, insolvency, or other
similar  law now or hereafter in effect or seeking the appointment of a trustee,
receiver,  liquidator,  custodian,  or  other  similar  official  of  it  or  a
substantial  part  of its property or shall consent to any such relief or to the
appointment  of or taking possession by any such official in an involuntary case
or  other proceeding commenced against it or shall make a general assignment for
the benefit of creditors or shall generally fail to pay its debts as they become
due  or  shall  take  any  corporate  action  to authorize any of the foregoing.
(g)     An  involuntary  proceeding shall be commenced against the Borrower, any
Subsidiary, or any Obligated Party seeking liquidation, reorganization, or other
relief  with  respect  to  it  or its debts under any bankruptcy, insolvency, or
other  similar  law  now  or hereafter in effect or seeking the appointment of a
trustee,  receiver,  liquidator, custodian or other similar official for it or a
substantial  part  of its property, and such involuntary proceeding shall remain
undismissed  and  unstayed  for  a  period  of  forty-five  (45)  days.
(h)     The  Borrower,  any  Subsidiary,  or  any  Obligated Party shall fail to
discharge within a period of forty-five (45) days after the commencement thereof
any attachment, sequestration, or similar proceeding or proceedings involving an
aggregate  amount  in excess of Five Hundred Thousand Dollars ($500,000) against
any  of  its  assets  or  properties.
(i)     A final judgment or judgments for the payment of money in excess of Five
Hundred  Thousand  Dollars  ($500,000)  in  the aggregate shall be rendered by a
court  or courts against the Borrower, any of its Subsidiaries, or any Obligated
Party  and  the same shall not be discharged (or provision shall not be made for
such  discharge),  or  a stay of execution thereof shall not be procured, within
thirty (30) days from the date of entry thereof and the Borrower or the relevant
Subsidiary  or  Obligated  Party  shall  not,  within  such  period during which
execution  of  the  same  shall have been stayed, appeal therefrom and cause the
execution  thereof  to  be  stayed  during  such  appeal.
(j)     The  Borrower,  any Subsidiary, or any Obligated Party shall fail to pay
when  due  (and  after  giving  effect  to  any  applicable  grace period or any
extension  of  the applicable maturity date) any principal of or interest on any
Material Debt (other than the Obligations), or the maturity of any such Material
Debt  shall  have  been  accelerated,  or any such Material Debt shall have been
required  to  be  prepaid  prior  to the stated maturity thereof, or any default
shall  have  occurred  (after giving effect to any applicable grace period) that
permits  any  holder  or  holders of such Debt or any Person acting on behalf of
such  holder  or  holders to accelerate the maturity thereof or require any such
prepayment.  For purposes of this subsection (j), the term "Material Debt" means
                                  --------------            -------------
Debt  owed  by  the  Borrower  or  any Subsidiary, the principal amount of which
exceeds  Five  Hundred  Thousand  Dollars  ($500,000).
(k)     This  Agreement,  the  Notes,  the Security Documents, the Guaranty, the
Real Estate Loan Documents or any other material Loan Document shall cease to be
in  full  force and effect or shall be declared null and void or the validity or
enforceability  thereof  shall  be  contested or challenged by the Borrower, any
Subsidiary,  any Obligated Party or any of their respective shareholders, or the
Borrower  or any Obligated Party shall deny that it has any further liability or
obligation  under  any  of such Loan Documents, or any lien or security interest
created  by  such Loan Documents shall for any reason cease to be a valid, first
priority  (subject  to exceptions permitted therein) perfected security interest
in  and  lien  upon  any  of  the  Collateral  purported  to be covered thereby.
(l)     Any  of  the  following  events shall occur or exist with respect to the
Borrower  or  any  ERISA Affiliate: (i) any Prohibited Transaction involving any
Plan; (ii) any Reportable Event with respect to any Plan; (iii) the filing under
Section  4041  of  ERISA  of  a  notice  of  intent to terminate any Plan or the
termination  of  any  Plan; (iv) any event or circumstance that might constitute
grounds  entitling the PBGC to institute proceedings under Section 4042 of ERISA
for  the  termination of, or for the appointment of a trustee to administer, any
Plan, or the institution by the PBGC of any such proceedings; or (v) complete or
partial withdrawal under Section 4201 or 4204 of ERISA from a Multiemployer Plan
or the reorganization, insolvency, or termination of any Multiemployer Plan; and
in  each  case above, such event or condition, together with all other events or
conditions,  if  any,  have  subjected or could in the reasonable opinion of the
Bank  subject  the Borrower to any tax, penalty, or other liability to a Plan, a
Multiemployer Plan, the PBGC, or otherwise (or any combination thereof) which in
the  aggregate  exceed  or  could  reasonably be expected to exceed Five Hundred
Thousand  Dollars  ($500,000).
(m)     The  Borrower  or  any  of its Subsidiaries, or any of their properties,
revenues,  or  assets,  shall  become  the  subject  of  an order of forfeiture,
seizure, or divestiture (whether under RICO or otherwise) and the same shall not
have been discharged (or provisions shall not be made for such discharge) within
forty-five  (45)  days  from  the  date  of  entry  thereof.
(n)     A Change of Control shall occur, the Bank shall have given notice to the
Borrower  pursuant  to Section 10.12 that the Bank desires to accelerate payment
                       -------------
of  all  the  Obligations,  and  the  Borrower  shall  have  failed  to  pay the
Obligations  in  full  within  the  thirty  (30) day period specified in Section
                                                                         -------
10.12.
(o)     The  occurrence of any event or condition which constitutes a Default or
Event  of  Default  under  any  of  the  Real Estate Loan Documents or under any
Interest  Rate  Agreement.
Section  13.2.    Remedies.  If  any  Event  of  Default  shall  occur  and  be
                  --------
continuing,  the  Bank  may  do  any  one  or  more  of  the  following:
(a)     Acceleration.  Declare  all  outstanding  principal  of  and accrued and
        ------------
unpaid interest on the Notes and all other obligations of the Borrower under the
     Loan  Documents  immediately  due and payable, and the same shall thereupon
become  immediately due and payable, without notice, demand, presentment, notice
of dishonor, notice of acceleration, notice of intent to accelerate, protest, or
other  formalities  of any kind, all of which are hereby expressly waived by the
Borrower.
(b)     Termination  of  Commitment.  Terminate  the Revolving Credit Commitment
        ---------------------------
without  notice  to  the  Borrower.
(c)     Judgment.  Reduce  any  claim  to  judgment.
        --------
(d)     Foreclosure.  Foreclose  or  otherwise  enforce  any Lien granted to the
        -----------
Bank to secure payment and performance of the Obligations in accordance with the
terms  of  the  Loan  Documents.
(e)     Rights.  Exercise  any  and all rights and remedies afforded by the laws
        ------
of  the  State of Texas or any other jurisdiction, by any of the Loan Documents,
by  equity,  or  otherwise.
Provided,  however,  that  upon  the  occurrence  of  an  Event of Default under
Subsection  (e)  or (f) of Section 13.1, the Revolving Credit Commitment and the
       --------     ---    ------------
Term  Commitment shall automatically terminate, and the outstanding principal of
and  accrued  and  unpaid interest on the Notes and all other obligations of the
Borrower  under  the  Loan  Documents shall thereupon become immediately due and
payable  without  notice,  demand,  presentment,  notice  of dishonor, notice of
acceleration,  notice  of intent to accelerate, protest, or other formalities of
any  kind,  all  of  which  are  hereby  expressly  waived  by  the  Borrower.
Section  3.3.     Performance by the Bank.  If, at any time after the occurrence
                  -----------------------
and  during  the  continuance of an Event of Default, the Borrower shall fail to
perform  any  covenant  or  agreement  in  accordance with the terms of the Loan
Documents after notice from the Bank, the Bank may perform or attempt to perform
     such  covenant  or  agreement on behalf of the Borrower. In such event, the
Borrower  shall, at the request of the Bank, promptly pay any amount expended by
the  Bank  in  connection  with such performance or attempted performance to the
Bank at the Principal Office, together with interest thereon at the Default Rate
from  and  including the date of such expenditure to but excluding the date such
expenditure  is  paid  in  full.  Notwithstanding the foregoing, it is expressly
agreed  that  the  Bank  shall  not have any liability or responsibility for the
performance of any obligation of the Borrower under this Agreement or any of the
other  Loan  Documents.
                                      ARTICLE  XIV.

                                     Miscellaneous
Section 14.1.    Expenses.  The Borrower hereby agrees to pay on demand: (a) all
                 --------
     reasonable  out of pocket costs and expenses of the Bank in connection with
the  preparation, negotiation, execution, and delivery of this Agreement and the
other  Loan  Documents  and  any  and  all  amendments, modifications, renewals,
extensions,  and supplements thereof and thereto, including, without limitation,
the  reasonable  fees and expenses of legal counsel for the Bank, (b) all out of
pocket  costs  and  expenses  of the Bank in connection with any Default and the
enforcement  of  this  Agreement  or any other Loan Document, including, without
limitation,  the  fees  and  expenses  of  legal  counsel  for the Bank, (c) all
transfer,  stamp,  documentary,  or other similar taxes, assessments, or charges
levied  by any Governmental Authority in respect of this Agreement or any of the
other  Loan  Documents,  (d) all out of pocket costs, expenses, assessments, and
other  charges  incurred in connection with any filing, registration, recording,
or perfection of any security interest or Lien contemplated by this Agreement or
any  other  Loan  Document, and (e) all other reasonable out of pocket costs and
expenses  incurred  by  the  Bank in connection with this Agreement or any other
Loan  Document,  including,  without limitation, all reasonable costs, expenses,
and  other  charges  incurred  in  connection  with  obtaining any title report,
survey,  audit,  or  appraisal  in  respect  of  the  Collateral.
Section 14.2.    INDEMNIFICATION.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN
                 ---------------
THE  BORROWER  SHALL  INDEMNIFY  THE  BANK  AND EACH OF ITS AFFILIATES AND THEIR
RESPECTIVE  OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND HOLD
EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES,
PENALTIES,  JUDGMENTS,  DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS'  FEES)  TO  WHICH  ANY  OF  THEM MAY BECOME SUBJECT WHICH DIRECTLY OR
INDIRECTLY  ARISE  FROM  OR  RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY,
PERFORMANCE,  ADMINISTRATION,  OR  ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B)
ANY  OF  THE  TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY
THE  BORROWER  OF  ANY  REPRESENTATION,  WARRANTY,  COVENANT, OR OTHER AGREEMENT
CONTAINED  IN  ANY  OF THE LOAN DOCUMENTS, (D) THE PRESENCE, RELEASE, THREATENED
RELEASE,  DISPOSAL,  REMOVAL,  OR  CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON,
ABOUT,  WITHIN,  OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF THE BORROWER OR
ANY  SUBSIDIARY,  OR  (E)  ANY  INVESTIGATION,  LITIGATION, OR OTHER PROCEEDING,
INCLUDING,  WITHOUT  LIMITATION,  ANY  THREATENED  INVESTIGATION, LITIGATION, OR
OTHER  PROCEEDING  RELATING  TO  ANY  OF  THE  FOREGOING.  WITHOUT  LIMITING ANY
PROVISION  OF  THIS  AGREEMENT  OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS
INTENTION  OF  THE  PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS
SECTION  SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES,
LIABILITIES,  CLAIMS,  DAMAGES,  PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND
EXPENSES  (INCLUDING  ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE
OR  CONTRIBUTORY  NEGLIGENCE  OF SUCH PERSON BUT NOT ARISING OUT OF OR RESULTING
FROM  THE  GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT  OF  SUCH  PERSON.
Section  14.3.    Limitation  of Liability.  None of the Bank, or any Affiliate,
                  ------------------------
officer, director, employee, attorney, or agent thereof shall have any liability
with respect to, and the Borrower hereby waives, releases, and agrees not to sue
any  of  them  upon,  any  claim  for  any  special,  indirect,  incidental,  or
consequential  damages  suffered or incurred by the Borrower in connection with,
arising  out  of,  or  in any way related to, this Agreement or any of the other
Loan Documents, or any of the transactions contemplated by this Agreement or any
of  the other Loan Documents, except for such Person's willful misconduct, gross
negligence  or  failure to comply with the express provisions of any of the Loan
Documents.  The Borrower hereby waives, releases, and agrees not to sue the Bank
or  any  of its Affiliates, officers, directors, employees, attorneys, or agents
for punitive damages in respect of any claim in connection with, arising out of,
or  in any way related to, this Agreement or any of the other Loan Documents, or
any  of the transactions contemplated by this Agreement or any of the other Loan
Documents.
Section  14.4.    No  Duty.  All  attorneys,  accountants, appraisers, and other
                  --------
professional  Persons  and consultants retained by the Bank shall have the right
to  act  exclusively  in  the  interest  of  the  Bank and shall have no duty of
disclosure,  duty  of  loyalty, duty of care, or other duty or obligation of any
type  or nature whatsoever to the Borrower or any of the Borrower's shareholders
or  any  other  Person.
Section  14.5.    No  Fiduciary  Relationship.  The  relationship  between  the
                  ---------------------------
Borrower  and each Bank is solely that of debtor and creditor, and the Bank does
not  have  any fiduciary or other special relationship with the Borrower, and no
term  or condition of any of the Loan Documents shall be construed so as to deem
the  relationship  between  the  Borrower  and the Bank to be other than that of
debtor  and  creditor.
Section  14.6.    Equitable  Relief.  The  Borrower recognizes that in the event
                  -----------------
the  Borrower  fails  to  pay,  perform, observe, or discharge any or all of the
Obligations,  any  remedy  at law may prove to be inadequate relief to the Bank.
The  Borrower  therefore agrees that the Bank, if the Bank so requests, shall be
entitled  to  temporary and permanent injunctive relief in any such case without
the  necessity  of  proving  actual  damages.
Section  14.7.    No Waiver; Cumulative Remedies.  No failure on the part of the
                  ------------------------------
Bank  to  exercise  and  no  delay  in exercising, and no course of dealing with
respect to, any right, power, or privilege under this Agreement shall operate as
a  waiver thereof, nor shall any single or partial exercise of any right, power,
or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power, or privilege. The rights and remedies
provided  for  in this Agreement and the other Loan Documents are cumulative and
not  exclusive  of  any  rights  and  remedies  provided  by  law.
Section  14.8.    Successors;  Assignment.  This Agreement shall be binding upon
                  -----------------------
and  inure  to  the  benefit  of  the Bank and the Borrower and their respective
successors  and  assigns; provided however, that (a) the Borrower may not assign
or  transfer its interest hereunder without Bank's prior written consent and (b)
the  Bank  must  give  notice  to the Borrower at least sixty (60) days prior to
assigning  its  interest  hereunder.
Section  14.9.    Participations.  The Bank shall have the right at any time and
                  --------------
from  time  to  time  to  grant  participations  in the Notes and any other Loan
Documents.  Each actual or proposed participant shall be entitled to receive all
information  received  by  the  Bank  regarding the Borrower, including, without
limitation,  information  required  to be disclosed to a participant pursuant to
Banking  Circular  181  (Rev., August 2, 1984), issued by the Comptroller of the
Currency  (whether the actual or proposed participant is subject to the circular
or  not).
Section  14.10.    Survival.  All  representations  and  warranties made in this
                   --------
Agreement  or  any  other  Loan  Document  or  in  any  document,  statement, or
certificate  furnished  in  connection  with  this  Agreement  shall survive the
execution  and  delivery  of this Agreement 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. Without prejudice to the
survival  of  any other obligation of the Borrower hereunder, the obligations of
the Borrower under Article VI and Sections 14.1 and 14.2 shall survive repayment
                   ----------     -------------     ----
of  the  Notes  and  termination of the Revolving Credit Commitment and the Term
Commitment.
Section  14.11.    ENTIRE  AGREEMENT.  THIS  AGREEMENT, THE NOTES, AND THE OTHER
                   -----------------
LOAN  DOCUMENTS  REFERRED TO HEREIN 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 THE
SUBJECT  MATTER  HEREOF  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.
Section  14.12.    Amendments,  Etc.  No amendment or waiver of any provision of
                   ----------------
this Agreement, the Notes, or any other Loan Document to which the Borrower is a
party,  nor any consent to any departure by the Borrower therefrom, shall in any
event  be  effective unless the same shall be agreed or consented to by the Bank
and the Borrower, and each such waiver or consent shall be effective only in the
specific  instance  and  for  the  specific  purpose  for  which  given.
Section  14.13.    Maximum  Interest Rate.  No provision of this Agreement or of
                   ----------------------
any  other Loan Document shall require the payment or the collection of interest
in  excess  of  the maximum amount permitted by applicable law. If any excess of
interest  in  such respect is hereby provided for, or shall be adjudicated to be
so  provided,  in  any  Loan  Document or otherwise in connection with this loan
transaction, the provisions of this Section 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.  In  the event any Bank ever receives, collects, or applies as
interest  any  such  sum,  such  amount  which would be in excess of the maximum
amount  permitted  by applicable law shall be applied as a payment and reduction
of  the  principal  of  the  indebtedness  evidenced  by  the Notes; and, if the
principal  of  the  Notes  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 each Bank shall, to
the  extent  permitted  by  applicable  law,  (a) characterize any non-principal
payment  as  an  expense,  fee,  or premium rather than as interest, (b) exclude
voluntary  prepayments  and  the  effects  thereof,  and  (c) 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 the
Notes  so  that  interest  for the entire term does not exceed the Maximum Rate.
Section 14.14.    Notices.  All notices and other communications provided for in
                  -------
this  Agreement  and  the  other Loan Documents to which the Borrower is a party
shall  be  given or made by telex, telegraph, telecopy, cable, or in writing and
telexed,  telecopied,  telegraphed,  cabled,  mailed  by  certified  mail return
receipt  requested,  or  delivered to the intended recipient at the "Address for
Notices"  specified  below its name on the signature pages hereof; or, as to any
party, at such other address as shall be designated by such party in a notice to
each  other  party  given  in  accordance with this Section. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly  given  when  transmitted  by  telex  or  telecopy,  subject  to  telephone
confirmation  of receipt, or delivered to the telegraph or cable office, subject
to  telephone  confirmation  of receipt, or when personally delivered or, in the
case of a mailed notice, when duly deposited in the mails, in each case given or
addressed  as  aforesaid;  provided,  however,  notices  to the Bank pursuant to
Article  II  shall  not  be  effective  until  received  by  the  Bank.
Section  14.15.    Governing  Law;  Venue;  Service  of Process.  This Agreement
                   --------------------------------------------
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 Agreement
has  been  entered into in Dallas County, Texas, and it shall be performable for
all  purposes  in  Dallas  County,  Texas.  Any action or proceeding against the
Borrower under or in connection with any of the Loan Documents may be brought in
any  state  or  federal  court  in  Dallas  County,  Texas.  The Borrower hereby
irrevocably (a) submits to the nonexclusive jurisdiction of such courts, and (b)
waives  any  objection  it may now or hereafter have as to the venue of any such
action  or  proceeding  brought  in  any such court or that any such court is an
inconvenient  forum.  The Borrower agrees that service of process upon it may be
made  by  certified or registered mail, return receipt requested, at its address
specified  or  determined  in  accordance  with the provisions of Section 14.13.
                                                                  -------------
Nothing  herein  or in any of the other Loan Documents shall affect the right of
the  Bank  to  serve process in any other manner permitted by law or shall limit
the  right of the Bank to bring any action or proceeding against the Borrower or
with  respect  to  any of its property in courts in other jurisdictions.     Any
action  or  proceeding  by  the  Borrower against the Agent or any Bank shall be
brought  only  in  a  court  located  in  Dallas  County,  Texas.
Section  14.16.     Arbitration.
                   -----------
(a)     Arbitration.  Upon  the  demand  of  any  party,  any  Dispute  shall be
        -----------
resolved  by binding arbitration (except as set forth in subsection(e) below) in
                                                         -------------
accordance  with the terms of this Agreement. A "Dispute" shall mean any action,
                                                 -------
dispute,  claim  or  controversy  of  any  kind,  whether  in  contract or tort,
statutory  or  common law, legal or equitable, now existing or hereafter arising
under  or  in  connection  with,  or  in  any way pertaining to, any of the Loan
Documents,  or  any  past,  present  or  future  extensions  of credit and other
activities,  transactions  or  obligations  of  any  kind  related  directly  or
indirectly  to  any  of the Loan Documents, including without limitation, any of
the  foregoing  arising  in  connection  with  the  exercise  of  any self-help,
ancillary or other remedies pursuant to any of the Loan Documents. Any party may
     by  summary proceedings bring an action in court to compel arbitration of a
Dispute.  Any  party  who  fails or refuses to submit to arbitration following a
lawful  demand  by any other party shall bear all costs and expenses incurred by
such  other  party  in  compelling  arbitration  of  any  Dispute.
(b)     Governing  Rules.  Arbitration  proceedings shall be administered by the
        ----------------
American  Arbitration  Association  ("AAA")  or  such other administrator as the
                                      ---
parties  shall  mutually  agree  upon  in  accordance  with  the  AAA Commercial
Arbitration  Rules.  All  Disputes submitted to arbitration shall be resolved in
accordance with the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding  any  conflicting  choice  of  law  provision in any of the Loan
Documents. The arbitration shall be conducted at a location in Texas selected by
the  AAA or other administrator. If there is any inconsistency between the terms
hereof  and  any  such  rules,  the  terms and procedures set forth herein shall
control. All statutes of limitation applicable to any Dispute shall apply to any
arbitration  proceeding.  All discovery activities shall be expressly limited to
matters  directly  relevant  to  the Dispute being arbitrated. Judgment upon any
award  rendered  in  an  arbitration  may  be  entered  in  any  court  having
jurisdiction; provided however, that nothing contained herein shall be deemed to
be  a waiver by any party that is a bank of the protections afforded to it under
12  U.S.C.   91  or  any  similar  applicable  state  law.
(c)     No  Waiver;  Provisional  Remedies,  Self  Help  and  Foreclosure.  No
        -----------------------------------------------------------------
provision  hereof  shall  limit  the  right  of  any party to exercise self-help
remedies  such  as  setoff,  foreclosure against or sale of any real or personal
property collateral or security, or to obtain provisional or ancillary remedies,
including  without  limitation  injunctive  relief,  sequestration,  attachment,
garnishment  or  the  appointment  of  a  receiver,  from  a  court of competent
jurisdiction  before,  after  or during the pendency of any arbitration or other
proceeding.  The  exercise  of  any such remedy shall not waive the right of any
party  to  compel  arbitration  hereunder.
(d)     Arbitrator Qualifications and Powers Awards.  Arbitrators must be active
        -------------------------------------------
members of the Texas State Bar with expertise in the substantive laws applicable
to  the  subject  matter  of  the  Dispute. Arbitrators are empowered to resolve
Disputes  by  summary  rulings  in  response to motions filed prior to the final
arbitration  hearing.  Arbitrators  (i) shall resolve all Disputes in accordance
with  the  substantive  law  of the state of Texas, (ii) may grant any remedy or
relief  that a court of the state of Texas could order or grant within the scope
hereof  and  such  ancillary relief as is necessary to make effective any award,
and  (iii)  shall  have  the  power  to award recovery of all costs and fees, to
impose  sanctions  and  to take such other actions as they deem necessary to the
same  extent a judge could pursuant to the Federal Rules of Civil Procedure, the
Texas Rules of Civil Procedure or other applicable law. Any Dispute in which the
amount  in  controversy  is  $5,000,000  or  less  shall  be decided by a single
arbitrator  who  shall not render an award of greater than $5,000,000 (including
damages,  costs,  fees and expenses). By submission to a single arbitrator, each
party  expressly  waives any right or claim to recover more than $5,000,000. Any
Dispute  in  which the amount in controversy exceeds $5,000,000 shall be decided
by  majority  vote  of  a panel of three arbitrators; provided however, that all
three  arbitrators  must actively participate in all hearings and deliberations.
(e)     Judicial  Review.  Notwithstanding  anything  herein to the contrary, in
        ----------------
any  arbitration  in  which  the  amount in controversy exceeds $25,000,000, the
arbitrators  shall  be  required  to make specific, written findings of fact and
conclusions  of  law. In such arbitration (i) the arbitrators shall not have the
power  to make any award which is not supported by substantial evidence or which
is  based  on  legal  error, (ii) an award shall not be binding upon the parties
unless  the  findings  of  fact  are  supported  by substantial evidence and the
conclusions  of  law are not erroneous under the substantive law of the state of
Texas,  and  (iii) the parties shall have in addition to the grounds referred to
in  the  Federal  Arbitration Act for vacating, modifying or correcting an award
the right to judicial review of (A) whether the findings of fact rendered by the
arbitrators  are  supported  by  substantial  evidence,  and  (B)  whether  the
conclusions  of  law  are  erroneous  under  the substantive law of the state of
Texas.  Judgment confirming an award in such a proceeding may be entered only if
a  court determines the award is supported by substantial evidence and not based
on  legal  error  under  the  substantive  law  of  the  state  of  Texas.
(f)     Miscellaneous.  To  the  maximum  extent  practicable,  the  AAA,  the
        -------------
arbitrators  and  the  parties  shall  take  all action required to conclude any
arbitration  proceedings  within  one hundred eighty (180) days of the filing of
the  Dispute  with  the  AAA.  No  arbitrator  or  other party to an arbitration
proceeding  may  disclose  the existence, content or results thereof, except for
disclosures  of  information  by  a party required in the ordinary course of its
business,  by  applicable  law  or  regulations,  or  to the extent necessary to
exercise any judicial review rights set forth herein. If more than one agreement
for  arbitration by or between the parties potentially applies to a Dispute, the
arbitration  provisions  most  directly  related  to  the  Loan Documents or the
subject  matter  of  the Dispute shall control. This arbitration provision shall
survive termination, amendment or expiration of any of the Loan Documents or any
relationship  between  the  parties.
Section  14.17.    Counterparts.  This  Agreement may be executed in one or more
                   ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.
Section 14.18.    Severability.  Any provision of this Agreement held by a court
                  ------------
of  competent  jurisdiction  to  be invalid or unenforceable shall not impair or
invalidate  the  remainder  of  this  Agreement  and the effect thereof shall be
confined  to  the  provision  held  to  be  invalid  or  illegal.
Section  14.19.    Headings.  The  headings,  captions, and arrangements used in
                   --------
this  Agreement are for convenience only and shall not affect the interpretation
of  this  Agreement.
Section  14.20.    Non-Application  of  Chapter  346 of Texas Finance Code.  The
                   -------------------------------------------------------
provisions of Chapter 346 of the Texas Finance Code are specifically declared by
the  parties  hereto  not to be applicable to this Agreement or any of the other
Loan  Documents  or  to  the  transactions  contemplated  hereby.
Section 14.21.    Construction.  The Borrower and the Bank acknowledge that each
                  ------------
of  them  has  had  the  benefit of legal counsel of its own choice and has been
afforded  an  opportunity  to review this Agreement and the other Loan Documents
with  its  legal  counsel  and  that this Agreement and the other Loan Documents
shall  be  construed  as  if  jointly  drafted  by  the  parties  hereto.
Section  14.22.    Independence  of Covenants.  All covenants hereunder shall be
                   --------------------------
given  independent  effect  so  that  if a particular action or condition is not
permitted  by  any  of such covenants, the fact that it would be permitted by an
exception  to, or be otherwise within the limitations of, another covenant shall
not  avoid the occurrence of a Default if such action is taken or such condition
exists.
Section  14.23.    WAIVER  OF  JURY  TRIAL.  TO  THE FULLEST EXTENT PERMITTED BY
                   -----------------------
APPLICABLE  LAW,  EACH  OF  THE  PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES  ALL  RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
(WHETHER  BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY  OF  THE  LOAN  DOCUMENTS  OR  THE  TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS  OF THE BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.
Section  14.24.    NOTICE  OF  INDEMNIFICATION.  THE  PARTIES  TO THIS AGREEMENT
                   ---------------------------
HEREBY  ACKNOWLEDGE  AND  AGREE  THAT  THIS  AGREEMENT  CONTAINS  CERTAIN
INDEMNIFICATION  PROVISIONS  PURSUANT  TO  SECTION  14.2  HEREOF.
                                           -------------
                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS  WHEREOF, the parties hereto have duly executed this Agreement as of
the  day  and  year  first  above  written.
BORROWER:
--------
PIZZA  INN,  INC.
By: /S/Ronald W. Parker
Name: Ronald W. Parker
Title: Chief Executive Officer
Address  for  Notices:
3551  Plano  Parkway
The  Colony,  Texas  75056
Fax  No.:     (972)  702-9510
Telephone  No.:     (972)  701-9955
Attention:

BANK:
----
WELLS  FARGO  BANK  (TEXAS),  NATIONAL  ASSOCIATION
By:/s/ Austin Nettle
Name: Austin Nettle
Title: Vice President
Address  for  Notices:
1445  Ross  Avenue
Dallas,  Texas  75202
Fax  No.:     (214)  953-3982
Telephone  No.:     (214)  777-4001
Attention:     Austin  Nettle
Lending  Office  for  Prime  Rate  Advances:
1445  Ross  Avenue
Dallas,  Texas  75202
Lending  Office  for  LIBOR  Advances:

1445  Ross  Avenue
Dallas,  Texas  75202

<PAGE>
                                INDEX TO EXHIBITS
                                -----------------
Exhibit     Description  of  Exhibit
-------     ------------------------
A     Form  of  Revolving  Credit  Note
B     Intentionally  Deleted
C     Advance  Request  Form
D     Intentionally  Deleted
E     Compliance  Certificate
F     Letter  of  Credit  Request  Form
G     Third  Amended  and  Restated  Security  Agreement
H     Third  Amended  and  Restated  Guaranty
I     Third  Amended  and  Restated  Trademark  Security  Interest  Document
                               INDEX TO SCHEDULES
                               ------------------
Schedule     Description  of  Schedule
--------     -------------------------
1.1(a)     Existing  Letters  of  Credit
1.1(b)     Legal  Description  of  Real  Property
9.4     Intellectual  Property
9.5     Existing  Litigation
9.14     List  of  Subsidiaries
9.20     Environmental  Matters
11.1     Existing  Debt
11.2     Existing  Liens
11.5     Permitted  Investments

<PAGE>