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                                                                   EXHIBIT 10.34

                              EMPLOYMENT AGREEMENT


         This Employment Agreement is made as of July 10, 2001, by Domino's
Pizza LLC, a Michigan corporation (the "Company") with Ken Calwell (the
"Executive").

                                    RECITALS

         1.       The Executive has experience and expertise required by the
                  Company and its Affiliates.

         2.       Subject to the terms and conditions hereinafter set forth, the
                  Company therefore wishes to employ the Executive as its
                  Executive Vice President - Build the Brand and the Executive
                  wishes to accept such employment.

                                    AGREEMENT

         NOW, THEREFORE, for valid consideration received, the parties agree as
follows:

         1.       Employment. Subject to the terms and conditions set forth in
                  this Agreement, the Company offers and the Executive accepts
                  employment hereunder effective as of the date first set forth
                  above (the "Effective Date").

         2.       Term. Subject to earlier termination as hereafter provided,
                  the Executive shall be employed hereunder for an original
                  term, commencing on the Effective Date and ending on July 10,
                  2004, which term shall be automatically extended thereafter
                  for successive terms of one year each, unless either party
                  provides notice to the other at least 30 days prior to the
                  expiration of the original or any extension term that this
                  Agreement is not to be extended. The term of the Executive's
                  employment under this Agreement, as from time to time
                  extended, is referred to as the "Term."

         3.       Capacity and Performance.

                  3.1 Offices. During the Term, the Executive shall serve the
                  Company in the office of Executive Vice President - Build the
                  Brand. The Executive shall have such other powers, duties and
                  responsibilities consistent with the Executive's position as
                  Executive Vice President - Build the Brand as may from time to
                  time be prescribed by the Chief Executive Officer of the
                  Company ("CEO").

                  3.2 Performance. During the Term, the Executive shall be
                  employed by the Company on a full-time basis and shall perform
                  and discharge, faithfully, diligently and to the best of his
                  ability, his duties and responsibilities hereunder. During the
                  Term, the Executive shall devote his full business time
                  exclusively to the advancement
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                  of the business and interests of the Company and its
                  Affiliates and to the discharge of his duties and
                  responsibilities hereunder. The Executive shall not engage in
                  any other business activity or serve in any industry, trade,
                  professional, governmental, political, charitable or academic
                  position during the Term of this Agreement, except for such
                  directorships or other positions which he currently holds and
                  has disclosed to the CEO in Exhibit 3.2 hereof and except as
                  otherwise may be approved in advance by the CEO.

         4.       Compensation and Benefits. During the Term, as compensation
                  for all services performed by the Executive under this
                  Agreement and subject to performance of the Executive's duties
                  and obligations to the Company and its Affiliates, pursuant to
                  this Agreement or otherwise, the Executive shall receive the
                  following:

                  4.1      Base Salary. Commencing on the date hereof, the
                           Company shall pay the Executive a base salary at the
                           rate of Two Hundred Eighty-five Thousand Dollars
                           ($285,000) per year, payable in accordance with the
                           payroll practices of the Company for its executives
                           and subject to such increases as the Board of
                           Directors of the Company (the "Board") in its sole
                           discretion may determine from time to time (the "Base
                           Salary").

                  4.2      Bonus.

                           (a) Formula Bonus. Commencing in 2001, subject to
                           Section 5 hereof, the Company shall pay the Executive
                           a bonus in each fiscal year that he is an employee
                           (the "Bonus") within 75 days of the end of the fiscal
                           year in which such Bonus is earned. The amount of the
                           Bonus shall be determined by the Board based on the
                           Company's achievement of pre-established annual
                           targets (each annual target being referred to as
                           "Target"), which shall be based upon the Company's
                           EBITDA. The term "EBITDA" shall mean earnings before
                           interest, taxes, depreciation, amortization,
                           Leadership Team bonuses, and loss or gain on sale or
                           disposal of assets outside of the ordinary course of
                           business (including sales of stores), all as
                           reflected on the Company's financial statements as
                           regularly and consistently prepared. No Bonus shall
                           be paid unless 90% of Target is exceeded in the
                           applicable fiscal year. The Executive shall receive a
                           bonus of one tenth of one percent (0.1%) of his Base
                           Salary for every one-hundredth of one percent (0.01%)
                           (rounded to the nearest hundredth) in excess of 90%
                           of Target that is achieved in the applicable fiscal
                           year. By way of example only, if 100% of Target is
                           achieved, Executive would receive a Bonus under this
                           Section 4.2(a) equal to 100% of Executive's Base
                           Salary.

                           (b) Discretionary Bonus Commencing in 2001, the
                           Executive shall also be eligible for an annual
                           discretionary bonus, the amount of which is
                           determined in the sole discretion of the CEO based on
                           subjective and objective criteria established by the
                           CEO, of up to 25% of Base Salary.

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                           (c) Pro-Ration Anything to the contrary in this
                           Agreement notwithstanding, any Bonus payable to the
                           Executive in this Agreement for any period of service
                           less than a full year shall be prorated by
                           multiplying (x) the amount of the Bonus otherwise
                           payable for the applicable fiscal year in accordance
                           with this Section 4.2 by (y) a fraction, the
                           denominator of which shall be 365 and the numerator
                           of which shall be the number of days during the
                           applicable fiscal year for which the Executive was
                           employed by the Company.

                  4.3 Vacations. During the Term, the Executive shall be
                  entitled to four weeks of vacation per calendar year, to be
                  taken at such times and intervals as shall be determined by
                  the Executive, subject to the reasonable business needs of the
                  Company. The Executive may not accumulate or carry over from
                  one calendar year to another any unused, accrued vacation
                  time. The Executive shall not be entitled to compensation for
                  vacation time not taken.

                  4.4 Other Benefits. During the Term and subject to any
                  contribution therefor required of executives of the Company
                  generally, the Executive shall be entitled to participate in
                  all employee benefit plans, including without limitation any
                  401(k) plan, from time to time adopted by the Board and in
                  effect for executives of the Company generally (except to the
                  extent such plans are in a category of benefit otherwise
                  provided the Executive hereunder). Such participation shall be
                  subject to (i) the terms of the applicable plan documents and
                  (ii) generally applicable policies of the Company. The Company
                  may alter, modify, add to or delete any aspects of its
                  employee benefit plans at any time as the Board, in its sole
                  judgment, determines to be appropriate.

                  4.5 Business Expenses. The Company shall pay or reimburse the
                  Executive for all reasonable business expenses, including
                  without limitation the cost of first class air travel and dues
                  for industry-related association memberships, incurred or paid
                  by the Executive in the performance of his duties and
                  responsibilities hereunder, subject to (i) any expense policy
                  of the Company set by the Board from time to time, and (ii)
                  such reasonable substantiation and documentation requirements
                  as may be specified by the Board or CEO from time to time.

                  4.6 Airline Clubs. Upon receiving the prior written approval
                  of the CEO authorizing the Executive to join a particular
                  airline club, the Company shall pay or reimburse the Executive
                  for dues for not less than two nor more than four airline
                  clubs, provided such club memberships serve a direct business
                  purpose and subject to such reasonable substantiation and
                  documentation requirements as to cost and purpose as may be
                  specified by the CEO from time to time.

                  4.7 Physicals. The Company shall annually pay for or reimburse
                  the Executive for the cost of a physical examination and
                  health evaluation performed by a licensed

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                  medical doctor, subject to such reasonable substantiation and
                  documentation requirements as to cost as may be specified by
                  the Board or CEO from time to time.

         5.       Termination of Employment and Severance Benefits.
                  Notwithstanding the provisions of Section 2 hereof, the
                  Executive's employment hereunder shall terminate prior to the
                  expiration of the term of this Agreement under the following
                  circumstances:

                  5.1 Retirement or Death. In the event of the Executive's
                  retirement or death during the Term, the Executive's
                  employment hereunder shall immediately and automatically
                  terminate. In the event of the Executive's retirement after
                  the age of 65 with the prior consent of the Board or death
                  during the Term, the Company shall pay to the Executive (or in
                  the case of death, the Executive's designated beneficiary or,
                  if no beneficiary has been designated by the Executive, to his
                  estate) any Base Salary earned but unpaid through the date of
                  such retirement or death, any Bonus for the fiscal year
                  preceding the year in which such retirement or death occurs
                  that was earned but has not yet been paid and, at the times
                  the Company pays its executives bonuses in accordance with its
                  general payroll policies, an amount equal to that portion of
                  any Bonus earned but unpaid during the fiscal year of such
                  retirement or death (prorated in accordance with Section 4.2).

                  5.2      Disability.

                           5.2.1 The Company may terminate the Executive's
                           employment hereunder, upon notice to the Executive,
                           in the event that the Executive becomes disabled
                           during his employment hereunder through any illness,
                           injury, accident or condition of either a physical or
                           psychological nature and, as a result, is unable to
                           perform substantially all of his duties and
                           responsibilities hereunder for an aggregate of 120
                           days during any period of 365 consecutive calendar
                           days.

                           5.2.2 The Board may designate another employee to act
                           in the Executive's place during any period of the
                           Executive's disability. Notwithstanding any such
                           designation, the Executive shall continue to receive
                           the Base Salary in accordance with Section 4.1 and to
                           receive benefits in accordance with Section 4.5, to
                           the extent permitted by the then current terms of the
                           applicable benefit plans, until the Executive becomes
                           eligible for disability income benefits under any
                           disability income plan maintained by the Company, or
                           until the termination of his employment, whichever
                           shall first occur. Upon becoming so eligible, or upon
                           such termination, whichever shall first occur, the
                           Company shall pay to the Executive any Base Salary
                           earned but unpaid through the date of such
                           eligibility or termination and any Bonus for the
                           fiscal year preceding the year of such eligibility or
                           termination that was earned but unpaid. At the times
                           the Company pays its executives bonuses generally,
                           the Company shall

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                           pay the Executive an amount equal to that portion of
                           any Bonus earned but unpaid during the fiscal year of
                           such eligibility or termination (prorated in
                           accordance with Section 4.2). During the 18-month
                           period from the date of such eligibility or
                           termination, the Company shall pay the Executive, at
                           its regular pay periods, an amount equal to the
                           difference between the Base Salary and the amounts of
                           disability income benefits that the Executive
                           receives pursuant to the above-referenced disability
                           income plan in respect of such period.

                           5.2.3 Except as provided in Section 5.2.2, while
                           receiving disability income payments under any
                           disability income plan maintained by the Company, the
                           Executive shall not be entitled to receive any Base
                           Salary under Section 4.1 or Bonus payments under
                           Section 4.2 but shall continue to participate in
                           benefit plans of the Company in accordance with
                           Section 4.4 and the terms of such plans, until the
                           termination of his employment. During the 18-month
                           period from the date of eligibility or termination,
                           whichever shall first occur, the Company shall
                           contribute to the cost of the Executive's
                           participation in group medical plans of the Company,
                           provided that the Executive is entitled to continue
                           such participation under applicable law and plan
                           terms.

                           5.2.4 If any question shall arise as to whether
                           during any period the Executive is disabled through
                           any illness, injury, accident or condition of either
                           a physical or psychological nature so as to be unable
                           to perform substantially all of his duties and
                           responsibilities hereunder, the Executive may, and at
                           the request of the Company shall, submit to a medical
                           examination by a physician selected by the Company to
                           whom the Executive or his duly appointed guardian, if
                           any, has no reasonable objection, to determine
                           whether the Executive is so disabled and such
                           determination shall for the purposes of this
                           Agreement be conclusive of the issue. If such
                           question shall arise and the Executive shall fail to
                           submit to such medical examination, the Board's
                           determination of the issue shall be binding on the
                           Executive.

                  5.3 By the Company for Cause. The Company may terminate the
                  Executive's employment hereunder for Cause at any time upon
                  notice to the Executive setting forth in reasonable detail the
                  nature of such Cause. The following events or conditions shall
                  constitute "Cause" for termination: (i) Executive's willful
                  failure to perform (other than by reason of disability), or
                  gross negligence in the performance of his duties to the
                  Company or any of its Affiliates and the continuation of such
                  failure or negligence for a period of ten (10) days after
                  notice to the Executive; (ii) the Executive's willful failure
                  to perform (other than by reason of disability) any lawful and
                  reasonable directive of the CEO; (iii) the commission of
                  fraud, embezzlement or theft by the Executive with respect to
                  the Company or any of its Affiliates; or (iv) the conviction
                  of the Executive of, or plea by the Executive of nolo
                  contendere to, any felony or any other crime involving
                  dishonesty or moral turpitude. Anything to the contrary in
                  this

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                  Agreement notwithstanding, upon the giving of notice of
                  termination of the Executive's employment hereunder for Cause,
                  the Company and its Affiliates shall have no further
                  obligation or liability to the Executive hereunder, other than
                  for Base Salary earned but unpaid through the date of
                  termination. Without limiting the generality of the foregoing,
                  the Executive shall not be entitled to receive any Bonus
                  amounts which have not been paid prior to the date of
                  termination.

                  5.4 By the Company Other Than for Cause. The Company may
                  terminate the Executive's employment hereunder other than for
                  Cause at any time upon notice to the Executive. In the event
                  of such termination, the Company shall pay the Executive: (i)
                  Base Salary earned but unpaid through the date of termination,
                  plus (ii) monthly severance payments, each in an amount equal
                  to the Executive's monthly base compensation in effect at the
                  time of such termination (i.e., 1/12th of the Base Salary)
                  throughout the remainder of the Term, provided should
                  termination occur during the original Term or during any
                  one-year automatic extension thereof, the Term shall be deemed
                  to expire at the end of such original Term or at the end of
                  the current extension year, as applicable, plus (iii) any
                  unpaid portion of any Bonus for the fiscal year preceding the
                  year in which such termination occurs that was earned but has
                  not been paid, plus (iv) at the times the Company pays its
                  executives bonuses generally, an amount equal to that portion
                  of any Bonus earned but unpaid during the fiscal year of such
                  termination (prorated in accordance with Section 4.2).

                  5.5 By the Executive for Good Reason. The Executive may
                  terminate his employment hereunder for Good Reason, upon
                  notice to the Company setting forth in reasonable detail the
                  nature of such Good Reason. The following shall constitute
                  "Good Reason" for termination by the Executive: (i) any
                  material diminution in the nature and scope of the Executive's
                  responsibilities, duties, authority or title; (ii) material
                  failure of the Company to provide the Executive the Base
                  Salary and benefits in accordance with the terms of Section 4
                  hereof; or (iii) relocation of the Executive's office to a
                  location outside a 50-mile radius of the Company's current
                  headquarters in Ann Arbor, Michigan. In the event of
                  termination in accordance with this Section 5.5, then the
                  Company shall pay the Executive the amounts specified in
                  Section 5.4.

                  5.6 By the Executive Other Than for Good Reason. The Executive
                  may terminate his employment hereunder at any time upon 90
                  days written notice to the Company. In the event of
                  termination of the Executive's employment pursuant to this
                  Section 5.6, the CEO or the Board may elect to waive the
                  period of notice, or any portion thereof. The Company will pay
                  the Executive his Base Salary for the notice period, except to
                  the extent so waived by the Board. Upon the giving of notice
                  of termination of the Executive's employment hereunder
                  pursuant to this Section 5.6, the Company and its Affiliates
                  shall have no further obligation or liability to the
                  Executive, other than (i) payment to the Executive of his Base
                  Salary for the period (or portion of such period) indicated
                  above, (ii) continuation of the provision of the benefits set
                  forth in Section 4.4 for the period (or portion of such
                  period) indicated above, and (iii) any

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                  unpaid portion of any Bonus for the fiscal year preceding the
                  year in which such termination occurs that was earned but has
                  not been paid.

                  5.7 Post-Agreement Employment. In the event the Executive
                  remains in the employ of the Company or any of its Affiliates
                  following termination of this Agreement, by the expiration of
                  the Term or otherwise, then such employment shall be at will.

         6.       Effect of Termination of Employment. The provisions of this
                  Section 6 shall apply in the event of termination of
                  Executive's employment, whether due to the expiration of the
                  Term, pursuant to Section 5, or otherwise.

                  6.1 Payment in Full. Payment by the Company or its Affiliates
                  of any Base Salary, Bonus or other specified amounts that are
                  due to the Executive under the applicable termination
                  provision of Section 5 shall constitute the entire obligation
                  of the Company and its Affiliates to the Executive, except
                  that nothing in this Section 6.1 is intended or shall be
                  construed to affect the rights and obligations of the Company
                  or its Affiliates, on the one hand, and the Executive, on the
                  other, with respect to any option plans, option agreements,
                  subscription agreements, stockholders agreements or other
                  agreements to the extent said rights or obligations therein
                  survive termination of employment.

                  6.2 Termination of Benefits. If Executive is terminated by the
                  Company without Cause, or terminates his employment with the
                  Company for Good Reason, and provided that Executive elects
                  continuation of health coverage pursuant to Section 601
                  through 608 of the Employee Retirement Income Security Act of
                  1974, as amended ("COBRA"), Company shall pay Executive an
                  amount equal to his monthly COBRA premiums for a period equal
                  to the period remaining in the Term after termination;
                  provided further, such payment will cease upon Executive's
                  entitlement to other health insurance without charge. Except
                  for medical insurance coverage continued pursuant to Section
                  5.2 hereof, all other benefits shall terminate pursuant to the
                  terms of the applicable benefit plans based on the date of
                  termination of the Executive's employment without regard to
                  any continuation of Base Salary or other payments to the
                  Executive following termination of his employment.

                  6.3 Survival of Certain Provisions. Provisions of this
                  Agreement shall survive any termination of employment if so
                  provided herein or if necessary to accomplish the purpose of
                  other surviving provisions, including, without limitation, the
                  obligations of the Executive under Sections 7 and 8 hereof.
                  The obligation of the Company to make payments to or on behalf
                  of the Executive under Sections 5.2, 5.4 or 5.5 hereof is
                  expressly conditioned upon the Executive's continued full
                  performance of his obligations under Sections 7 and 8 hereof.
                  The Executive recognizes that, except as expressly provided in
                  Section 5.2, 5.4 or 5.5, no compensation is earned after the
                  termination of his employment.

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         7.       Confidential Information; Intellectual Property.

                  7.1 Confidentiality. The Executive acknowledges that the
                  Company and its Affiliates continually develop Confidential
                  Information (as that term is defined in Section 11.2, below);
                  that the Executive may develop Confidential Information for
                  the Company or its Affiliates and that the Executive may learn
                  of Confidential Information during the course of his
                  employment. The Executive will comply with the policies and
                  procedures of the Company and its Affiliates for protecting
                  Confidential Information and shall never use or disclose to
                  any Person (except as required by applicable law or for the
                  proper performance of his duties and responsibilities to the
                  Company) any Confidential Information obtained by the
                  Executive incident to his employment or other association with
                  the Company and its Affiliates. The Executive understands that
                  this restriction shall continue to apply after his employment
                  terminates, regardless of the reason for such termination.

                  7.2 Return of Documents. All documents, records, tapes and
                  other media of every kind and description relating to the
                  business, present or otherwise, of the Company and its
                  Affiliates and any copies, in whole or in part, thereof (the
                  "Documents"), whether or not prepared by the Executive, shall
                  be the sole and exclusive property of the Company and its
                  Affiliates. The Executive shall safeguard all Documents and
                  shall surrender to the Company and its Affiliates at the time
                  his employment terminates, or at such earlier time or times as
                  the Board or CEO designee may specify, all Documents then in
                  the Executive's possession or control.

                  7.3 Assignment of Rights to Intellectual Property. The
                  Executive shall promptly and fully disclose all Intellectual
                  Property to the Company. The Executive hereby assigns to the
                  Company (or as otherwise directed by the Company) the
                  Executive's full right, title and interest in and to all
                  Intellectual Property. The Executive shall execute any and all
                  applications for domestic and foreign patents, copyrights or
                  other proprietary rights and to do such other acts (including
                  without limitation the execution and delivery of instruments
                  of further assurance or confirmation) requested by the Company
                  or its Affiliates to assign the Intellectual Property to the
                  Company and to permit the Company and its Affiliates to
                  enforce any patents, copyrights or other proprietary rights to
                  the Intellectual Property. The Executive will not charge the
                  Company or its Affiliates for time spent in complying with
                  these obligations. All copyrightable works that the Executive
                  creates shall be considered "Work For Hire" under applicable
                  laws.

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         8.       Restricted Activities.

                  8.1 Agreement Not to Compete With the Company. During the
                  Executive's employment hereunder and for a period of 24 months
                  following the date of termination thereof (the
                  "Non-Competition Period"), the Executive will not, directly or
                  indirectly, own, manage, operate, control or participate in
                  any manner in the ownership, management, operation or control
                  of, or be connected as an officer, employee, partner,
                  director, principal, member, manager, consultant, agent or
                  otherwise with, or have any financial interest in, or aid or
                  assist anyone else in the conduct of, any business, venture or
                  activity which in any material respect competes with the
                  following enumerated business activities to the extent then
                  being conducted or being planned to be conducted by the
                  Company or its Affiliates or being conducted or known by the
                  Executive to being planned to be conducted by the Company or
                  by any of its Affiliates, at or prior to the date on which the
                  Executive's employment under this Agreement is terminated (the
                  "Date of Termination"), in the United States or any other
                  geographic area where such business is being conducted or
                  being planned to be conducted at or prior to the Date of
                  Termination (a "Competitive Business", defined below). For
                  purposes of this Agreement, "Competitive Business" shall be
                  defined as: (i) any company or other entity engaged as a
                  "quick service restaurant" ("QSR") which offers pizza for
                  sale; (ii) any "quick service restaurant" which is then
                  contemplating entering into the pizza business or adding pizza
                  to its menu; (iii) any entity which at the time of Executive's
                  termination of employment with the Company, offers, as a
                  primary product or service, products or services then being
                  offered by the Company or which the Company is actively
                  contemplating offering; and (iv) any entity under common
                  control with an entity included in (i), (ii) or (iii), above.
                  Notwithstanding the foregoing, ownership of not more than 5%
                  of any class of equity security of any publicly traded
                  corporation shall not, of itself, constitute a violation of
                  this Section 8.1.

                  8.2 Agreement Not to Solicit Employees or Customers of the
                  Company. During his employment and during the Non-Competition
                  Period the Executive will not, directly or indirectly, (i)
                  recruit or hire or otherwise seek to induce any employees of
                  the Company or any of the Company's Affiliates to terminate
                  their employment or violate any agreement with or duty to the
                  Company or any of the Company's Affiliates; or (ii) solicit or
                  encourage any franchisee or vendor of the Company or of any of
                  the Company's Affiliates to terminate or diminish its
                  relationship with any of them or to violate any agreement with
                  any of them, or, in the case of a franchisee, to conduct with
                  any Person any business or activity that such franchisee
                  conducts or could conduct with the Company or any of the
                  Company's Affiliates.

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         9.       Enforcement of Covenants. The Executive acknowledges that he
                  has carefully read and considered all the terms and conditions
                  of this Agreement, including without limitation the restraints
                  imposed upon his pursuant to Sections 7 and 8 hereof. The
                  Executive agrees that said restraints are necessary for the
                  reasonable and proper protection of the Company and its
                  Affiliates and that each and every one of the restraints is
                  reasonable in respect to subject matter, length of time and
                  geographic area. The Executive further acknowledges that, were
                  he to breach any of the covenants or agreements contained in
                  Sections 7 or 8 hereof, the damage to the Company and its
                  Affiliates could be irreparable. The Executive, therefore,
                  agrees that the Company and its Affiliates, in addition to any
                  other remedies available to it, shall be entitled to
                  preliminary and permanent injunctive relief against any breach
                  or threatened breach by the Executive of any of said covenants
                  or agreements. The parties further agree that in the event
                  that any provision of Section 7 or 8 hereof shall be
                  determined by any court of competent jurisdiction to be
                  unenforceable by reason of it being extended over too great a
                  time, too large a geographic area or too great a range of
                  activities, such provision shall be deemed to be modified to
                  permit its enforcement to the maximum extent permitted by law.


         10.      Conflicting Agreements. The Executive hereby represents and
                  warrants that the execution of this Agreement and the
                  performance of his obligations hereunder will not breach or be
                  in conflict with any other agreement to which or by which the
                  Executive is a party or is bound and that the Executive is not
                  now subject to any covenants against competition or
                  solicitation or similar covenants or other obligations that
                  would affect the performance of his obligations hereunder. The
                  Executive will not disclose to or use on behalf of the Company
                  or any of its Affiliates any proprietary information of a
                  third party without such party's consent.

         11.      Definitions. Words or phrases which are initially capitalized
                  or are within quotation marks shall have the meanings provided
                  in this Section 11 or as specifically defined elsewhere in
                  this Agreement. For purposes of this Agreement, the following
                  definitions apply:

                  11.1 Affiliates. "Affiliates" shall mean TISM, Inc., Domino's,
                  Inc. and all other persons and entities controlling,
                  controlled by or under common control with the Company, where
                  control may be by management authority or equity interest.

                  11.2 Confidential Information. "Confidential Information"
                  means any and all information of the Company and its
                  Affiliates that is not generally known by others with whom
                  they compete or do business, or with whom they plan to compete
                  or do business, and any and all information the disclosure of
                  which would otherwise be adverse to the interest of the
                  Company or any of its Affiliates. Confidential Information
                  includes without limitation such information relating to (i)
                  the products and services sold or offered by the Company or
                  any of its Affiliates (including without

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                  limitation recipes, production processes and heating
                  technology), (ii) the costs, sources of supply, financial
                  performance and strategic plans of the Company and its
                  Affiliates, (iii) the identity of the suppliers to the Company
                  and its Affiliates, and (iv) the people and organizations with
                  whom the Company and its Affiliates have business
                  relationships and those relationships. Confidential
                  Information also includes information that the Company or any
                  of its Affiliates have received belonging to others with any
                  understanding, express or implied, that it would not be
                  disclosed.

                  11.3 ERISA. "ERISA" means the federal Employee Retirement
                  Income Security Act of 1974 and any successor statute, and the
                  rules and regulations thereunder, and, in the case of any
                  referenced section thereof, any successor section thereto,
                  collectively and as from time to time amended and in effect.

                  11.4 Intellectual Property. "Intellectual Property" means
                  inventions, discoveries, developments, methods, processes,
                  compositions, works, concepts, recipes and ideas (whether or
                  not patentable or copyrightable or constituting trade secrets
                  or trademarks or service marks) conceived, made, created,
                  developed or reduced to practice by the Executive (whether
                  alone or with others, whether or not during normal business
                  hours or on or off Company premises) during the Executive's
                  employment that relate to either the business activities or
                  any prospective activity of the Company or any of its
                  Affiliates.

                  11.5 Person. "Person" means an individual, a corporation, an
                  association, a partnership, a limited liability company, an
                  estate, a trust and any other entity or organization.

         12.      Withholding. All payments made by the Company under this
                  Agreement shall be reduced by any tax or other amounts
                  required to be withheld by the Company under applicable law.

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         13.      Miscellaneous.

                  13.1 Assignment. Neither the Company nor the Executive may
                  assign this Agreement or any interest herein, by operation of
                  law or otherwise, without the prior written consent of the
                  other; provided, however, that the Company may assign its
                  rights and obligations under this Agreement without the
                  consent of the Executive in the event that the Company shall
                  hereafter affect a reorganization, consolidate with, or merge
                  into, any other Person or transfer all or substantially all of
                  its properties or assets to any other Person, in which event
                  such other Person shall be deemed the "Company" hereunder, as
                  applicable, for all purposes of this Agreement; provided,
                  further, that nothing contained herein shall be construed to
                  place any limitation or restriction on the transfer of the
                  Company's Common Stock in addition to any restrictions set
                  forth in any stockholder agreement applicable to the holders
                  of such shares. This Agreement shall inure to the benefit of
                  and be binding upon the Company and the Executive, and their
                  respective successors, executors, administrators,
                  representatives, heirs and permitted assigns.

                  13.2 Severability. If any portion or provision of this
                  Agreement shall to any extent be declared illegal or
                  unenforceable by a court of competent jurisdiction, then the
                  application of such provision in such circumstances shall be
                  deemed modified to permit its enforcement to the maximum
                  extent permitted by law, and both the application of such
                  portion or provision in circumstances other than those as to
                  which it is so declared illegal or unenforceable and the
                  remainder of this Agreement shall not be affected thereby, and
                  each portion and provision of this Agreement shall be valid
                  and enforceable to the fullest extent permitted by law.

                  13.3 Waiver; Amendment. No waiver of any provision hereof
                  shall be effective unless made in writing and signed by the
                  waiving party. The failure of either party to require the
                  performance of any term or obligation of this Agreement, or
                  the waiver by either party of any breach of this Agreement,
                  shall not prevent any subsequent enforcement of such term or
                  obligation or be deemed a waiver of any subsequent breach.
                  This Agreement may be amended or modified only by a written
                  instrument signed by the Executive and any expressly
                  authorized representative of the Company.

                  13.4 Notices. Any and all notices, requests, demands and other
                  communications provided for by this Agreement shall be in
                  writing and shall be effective when delivered in person or
                  deposited in the United States mail, postage prepaid,
                  registered or certified, and addressed (i) in the case of the
                  Executive, to: Ken Calwell at 5325 Sheffield Avenue, Powell,
                  OH 43065, and (ii) in the case of the Company, to the
                  attention of Mr. David A. Brandon, CEO, at 30 Frank Lloyd
                  Wright Drive, Ann Arbor, Michigan 48106, or to such other
                  address as either party may specify by notice to the other
                  actually received.

                                      -12-
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                  13.5 Entire Agreement. This Agreement constitutes the entire
                  agreement between the parties and supersedes any and all prior
                  communications, agreements and understandings, written or
                  oral, between the Executive and the Company, or any of its
                  predecessors, with respect to the terms and conditions of the
                  Executive's employment.

                  13.6 Counterparts. This Agreement may be executed in any
                  number of counterparts, each of which shall be an original and
                  all of which together shall constitute one and the same
                  instrument.

                  13.7 Governing Law. This Agreement shall be governed by and
                  construed in accordance with the domestic substantive laws of
                  the State of Michigan without giving effect to any choice or
                  conflict of laws provision or rule that would cause the
                  application of the domestic substantive laws of any other
                  jurisdiction.

                  13.8 Consent to Jurisdiction. Each of the Company and the
                  Executive by its or his execution hereof, (i) hereby
                  irrevocably submits to the jurisdiction of the state courts of
                  the State of Michigan for the purpose of any claim or action
                  arising out of or based upon this Agreement or relating to the
                  subject matter hereof and (ii) hereby waives, to the extent
                  not prohibited by applicable law, and agrees not to assert by
                  way of motion, as a defense or otherwise, in any such claim or
                  action, any claim that it or he is not subject personally to
                  the jurisdiction of the above-named courts, that its or his
                  property is exempt or immune from attachment or execution,
                  that any such proceeding brought in the above-named courts is
                  improper, or that this Agreement or the subject matter hereof
                  may not be enforced in or by such court. Each of the Company
                  and the Executive hereby consents to service of process in any
                  such proceeding in any manner permitted by Michigan law, and
                  agrees that service of process by registered or certified
                  mail, return receipt requested, at its address specified
                  pursuant to Section 13.4 hereof is reasonably calculated to
                  give actual notice.

                                      -13-
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         IN WITNESS WHEREOF, this Agreement has been executed by the Company, by
its duly authorized representative, and by the Executive, as of the date first
above written.

THE COMPANY:                       DOMINO'S PIZZA LLC.

                                   By:  /s/ David A. Brandon
                                   --------------------------------------------
                                   Name:  David A. Brandon
                                   Title:  Chairman and Chief Executive Officer


THE EXECUTIVE:                     /s/ Ken Calwell
                                   --------------------------------------------
                                   Name: Ken Calwell

                                      -14-
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                                   EXHIBIT 3.2
                                   -----------

            (None, unless additional information is set forth below.)

                                      -15-