EMPLOYMENT AGREEMENT


     This Employment Agreement (the "Agreement") is entered into effective as of
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March  31,  2005,  between  Pizza Inn, Inc. (the "Company"), and Timothy P. Taft
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(the  "Executive").
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     WHEREAS, the Company desires to employ the Executive, and Executive desires
to  be  employed by the Company, upon the terms and conditions set forth in this
Agreement.

     NOW,  THEREFORE, in consideration of the mutual agreements contained herein
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties  hereby  agree  as  follows:

                                    ARTICLE 1
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                                   EMPLOYMENT
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1.1.     EMPLOYMENT.  The Company hereby employs the Executive and the Executive
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hereby  accepts  employment by the Company for the period and upon the terms and
conditions  contained  in  this  Agreement.

1.2.     OFFICE  AND DUTIES.  The Executive shall serve the Company as President
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and  Chief  Executive  Officer,  with the authority, duties and responsibilities
customarily  incident  to such offices, as governed and limited by the Company's
charter  and  bylaws.  The Executive shall perform such other executive services
commensurate  with  his  position  as  may  from time to time be assigned to the
Executive  by  the  Company's  Chairman  or  Board  of  Directors.  The Board of
Directors  of the Company may from time to time redefine the title and duties of
the  Executive  hereunder  in  furtherance  of the business of the Company.  The
Executive's  actions  shall  at  all  times  be  subject to the direction of the
Company's  Chairman  and  Board  of  Directors.

1.3.     PERFORMANCE.  During  the  term of employment under this Agreement, the
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Executive  shall  devote on a full-time basis all of his time, energy, skill and
best  efforts  to  the performance of his duties hereunder in a manner that will
faithfully  and  diligently  further  the business and interests of the Company.
The  Executive  shall comply with the policies or written manuals of the Company
as  they  exist  from  time  to  time  as  applicable generally to the Company's
executives.  It  is  understood  that  the  Executive  may  have  other business
investments  which  may,  from time to time, require minor portions of his after
hours  time and which shall not interfere or be inconsistent with his duties and
contractual  obligations  hereunder.

1.4.     PLACE  OF  WORK.  The  Executive  shall  perform  services  under  this
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Agreement  at  the  Company's  principal office currently located in The Colony,
Texas, and at such other place or places as directed by the Chairman or Board of
Directors.  The  Executive  covenants  and  agrees  that, not later than June 1,
2006,  he  shall  relocate  his  principal  residence  from  Austin, Texas, to a
location  not  more  than  50  miles  from  the principal office of the Company.

                                    ARTICLE 2
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                                      TERM
                                      ----

2.1.     TERM.  Unless  otherwise  terminated  in accordance with Article 4, the
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term  of  employment  under this Agreement shall be for an initial period of two
years  from  the  date  hereof.  The  term  of  employment  hereunder  shall
automatically  be extended for successive additional one year periods unless, 60
days  prior to the end of any employment period, either party provides the other
with  written  notice  that  the Executive's employment hereunder will not be so
extended.

                                    ARTICLE 3
                           COMPENSATION FOR EMPLOYMENT
                           ---------------------------

3.1.     BASE  SALARY.  During  the  first  twelve months of this Agreement, the
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base  salary  of the Executive for all of his employment services to the Company
under  this  Agreement  shall be $1 per year, which the Company shall pay to the
Executive  in  advance.  Commencing  on  the first anniversary of his employment
hereunder,  the base salary of the Executive shall be as determined by the Board
of  Directors,  but  not  less than $300,000 per year.   Commencing on the first
anniversary  of his employment hereunder, the base salary of the Executive shall
be  payable  in  equal  monthly  installments  and in accordance with the normal
payroll  policies of the Company.  The Executive's base salary shall be reviewed
annually  by  the  Board  of  Directors  of  the  Company.

3.2.     BONUSES.   During  the  first  twelve  months  of  this  Agreement, the
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Executive  may  receive  as  additional  compensation  for  his  duties  and
responsibilities  performed  pursuant to this Agreement such bonus or bonuses as
the  Board of Directors may determine in its sole discretion.  Commencing in the
second  year of employment hereunder, the Executive shall be eligible to earn an
annual  bonus  in  a maximum amount as determined by the Board of Directors, but
not  less than $200,000 per year, conditioned on achieving performance goals for
such  year  as  established  by  the  Board of Directors in its sole discretion.

3.3.     STOCK  OPTIONS.  As  additional  compensation  for  the  duties  and
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responsibilities  to be performed hereunder, effective as of the date hereof the
Company  shall  grant to the Executive non-qualified options to purchase 500,000
shares  of  the  common  stock  of the Company at a price per share equal to the
closing  price  of  such  common  stock  on  Nasdaq  on  the  date hereof.  Such
non-qualified  stock  options  shall  be  immediately  exercisable  as to 50,000
shares,  and  shall become exercisable as to an additional 100,000 shares on the
first  anniversary  hereof,  150,000 shares on the second anniversary hereof and
the  remaining  200,000  shares  on the third anniversary hereof (provided that,
except as provided in Section 4.4, the Executive continues to be employed by the
Company  on  each such anniversary hereof).  All unexercised stock options shall
expire  ten  years  from  the date of grant.  All unexercised stock options will
also  expire immediately upon the Company's termination of the employment of the
Executive  for  Cause  (as  defined in Section 4.1) or the Executive's voluntary
termination of his employment hereunder (except as otherwise provided in Section
4.4).  Except  as  otherwise  provided  in  Section  4.4,  all unexercised stock
options  will  also  expire  30  days  following  termination of the Executive's
employment  by  the  Company  without  Cause.  The  non-qualified  stock options
granted  to  the  Executive  shall not be transferable and shall be subject to a
written  grant  agreement  containing  other  customary terms and conditions, as
determined  in  the  sole  discretion  of  the  Board  of  Directors.

3.4.     PAYMENT  AND  REIMBURSEMENT  OF  EXPENSES.  The  Company  shall  pay or
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reimburse  the  Executive  for  reasonable expenses incurred by the Executive in
performing  his obligations under this Agreement in accordance with the policies
and procedures of the Company, provided that the Executive properly accounts for
such  expenses  in  accordance  with  the  regular  policies  of  the  Company.

3.5.   OTHER EMPLOYEE BENEFITS.  The  Executive shall be entitled to participate
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in  or  receive  benefits  under  any  plan or arrangement made available by the
Company  to its senior executives generally and to its senior executive officers
(including any health, dental, disability, and life insurance programs), subject
to  and  on  a  basis  consistent  with  the  terms,  conditions  and  overall
administration  of  such  plans  and arrangements.  Any such plan or arrangement
shall  be  revocable  and  subject  to  termination  or  amendment  at any time.

                                    ARTICLE 4
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                                   TERMINATION
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4.1.     TERMINATION FOR CAUSE.  The Company may terminate the employment of the
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Executive  at  any  time for Cause.  For purposes hereof, "Cause" shall mean the
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occurrence  of  any  of  the  following:

(i)     the  Executive's  commission  of  a  dishonest  or  fraudulent  act  in
connection  with  his employment, or the misappropriation of Company property in
the  reasonable  determination  of  the  Board;

(iii)     the  death  of  the  Executive, or the inability (with, in the case of
disability, reasonable accommodation) of the Executive for any reason to perform
his  duties hereunder for a continuous period of 30 days (60 days in the case of
disability)  for  reasons  other  than  actions  by  the  Company;

(iv)     the Executive's willful disobedience of a lawful directive of the Board
of  Directors  (whether  by  commission  or  omission);

(v)     the  Executive's indictment on, formal charge of, conviction of, or plea
of  nolo  contendere  to,  a  felony;

(vi)     the Executive's indictment on, formal charge of, conviction of, or plea
of  nolo  contendere  to  any  misdemeanor  involving dishonesty (such as theft,
forgery  or  fraud)  or  moral  turpitude;

(vii)     the  Executive's  insobriety  during  working  hours,  in violation of
standard  Company  policy;

(viii)     the Executive's use of illegal drugs in violation of standard Company
policy;

(ix)     gross  negligence  or  willful  misconduct  in  the  performance of the
Executive's  duties  or  responsibilities  under  this  Agreement;  or

(x)     any  violation  of  Article  5  or  Article  6  of this Agreement by the
Executive.

Any notice of discharge for Cause shall describe with reasonable specificity the
Cause for termination of Executive's employment as well as the effective date of
the  termination.

4.2.     VOLUNTARY  TERMINATION  BY  EXECUTIVE.  Executive  may  voluntarily
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terminate  employment  hereunder  by  providing  the  Company with 30 days prior
notice.  After  receipt of said notice, the Company may, in its sole discretion,
relieve  Executive  of  his  duties prior to the expiration of the notice period
without  affecting  the  voluntary  nature  of  the  Executive's  termination.

4.3.     POST-TERMINATION  OBLIGATIONS  TO EXECUTIVE.  If the Company terminates
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the employment of the Executive for Cause, or the Executive voluntary terminates
his employment, the Company shall have no further liability or obligation to the
Executive  under  this  Agreement or otherwise in connection with his employment
hereunder,  except  for  (i)  any  unpaid  salary  accrued  through  the date of
termination,  (ii) any unreimbursed expenses properly incurred prior to the date
of  termination,  and  (iii) rights granted to the Executive under any executive
benefit  plan  (in  accordance with the terms of any such plan).  If the Company
terminates  the  employment  of  the Executive without Cause, then the Executive
shall  be  entitled to be paid, in addition to the foregoing amounts, either (a)
during the first twelve months of this Agreement, an amount equal to $25,000 for
each full month the Executive has been employed hereunder, payable in a lump sum
within  30  business  days  following such termination, or (b) commencing on the
first  anniversary of his employment hereunder, an amount equal to twelve months
of the then base salary of the Executive, payable at the election of the Company
either  (x)  in  a  lump  sum,  or (y) in equal monthly installments in the same
manner  as  if  the  employment  of  the  Executive  had  not  been  terminated.

4.4.     TERMINATION  ON  CHANGE  IN CONTROL.  If, within six months following a
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Change  in  Control (as defined below), the Company terminates the employment of
the Executive without Cause, or the Executive terminates his employment with the
Company for Good Reason (as defined below), then the Executive shall be entitled
to  be  paid all amounts specified in Section 4.3 and, in addition, all unvested
stock  options  granted to the Executive shall become immediately exercisable by
the  Executive  and shall remain exercisable for a period of 90 days thereafter,
at  which  time all unexercised stock options granted to the Executive hereunder
shall  expire.

(i)     For  purposes  of  this  Section 4.4, "Change in Control" shall mean any
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circumstances  in  which  any  person  or  group  which does not include Mark E.
Schwarz,  Newcastle  Partners L.P. or any of their respective affiliates becomes
the  beneficial  owner  of securities representing more than 50% of the combined
voting  power  of  the  Company's outstanding securities entitled to vote on the
election  of  directors  (for  which  purpose  the  terms  "person," "group" and
"beneficial  owner"  have  the  same  meaning  as  used  in Section 13(d) of the
Securities  Exchange  Act  of 1934 and the rules promulgated thereunder, and the
term  "affiliate"  has the same meaning as defined in Rule 405 promulgated under
the  Securities  Act  of  1933).

(ii)     For  purposes  of  this  Section  4.4,  "Good  Reason" shall mean (a) a
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reduction  in  the base salary of the Executive following any Change in Control;
or (b) a material diminution of the employment responsibilities and authority of
the  Executive  following  any  Change  in  Control.

4.5.     EXCLUSIVE  BENEFITS.  Any  post-termination  payments  made  to  the
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Executive  pursuant  to  Section  4.3  or Section 4.4 are in lieu of any and all
other  benefits  or claims which the Executive might assert against the Company,
and  may  be  conditioned  upon the Executive's execution of a full and complete
release  of  the Company from any and all liabilities arising in connection with
his  employment  by the Company or the termination thereof.  Except as otherwise
expressly  provided,  such payments shall be made to the Executive in accordance
with  the  Company's  customary  payroll  practices  and  shall  be  subject  to
withholding  for  federal  and  state income taxes, social security payments and
similar  deductions,  as  required  by  applicable  law.  The  Company  shall be
entitled  to  suspend  all post-termination payments to the Executive during any
period  when  the  Executive  is  in breach of any of the covenants contained in
Article  5  and  Article  6.

                                    ARTICLE 5
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             OWNERSHIP OF INFORMATION, INVENTIONS AND ORIGINAL WORK
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5.1.     OWNERSHIP  OF INFORMATION, INVENTIONS AND ORIGINAL WORK.  The Executive
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agrees  that  any  creative  works,  discoveries,  designs,  software,  computer
programs,  inventions,  improvements,  modifications, enhancements, know-how and
other  information conceived, created or developed by Executive, either alone or
with  others  (collectively referred to as "Work Product") during his employment
                                            ------------
by  Company  is  the  exclusive  property  of  the  Company


5.2.     WORK  PRODUCT  DISCLOSURE. The Executive agrees to promptly disclose to
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the  Company  any  such Work Product, and to assist the Company in obtaining any
patents  or  copyrights on such Work Product.  Any Work Product disclosed by the
Executive  to  the  Company  or  any  third  party within one year following the
termination  of  employment  from the Company shall be deemed to be owned by the
Company  under  the  terms of this Agreement, unless conclusively established by
the  Executive  to  have  been  conceived  after  such  termination.

                                    ARTICLE 6
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                              RESTRICTIVE COVENANTS
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6.1.     PERFORMANCE  OF SERVICES. Throughout his employment by the Company, the
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Executive  agrees to perform faithfully and industriously the duties assigned to
him  hereunder  to  the best of his ability, to devote substantial business time
and  attention,  and his best efforts, abilities, experience, and talent, to the
positions  and  titles  held  and  for  the  business  of  the  Company.

6.2.     CONFIDENTIAL  INFORMATION. The Company covenants and agrees that, prior
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to  termination  of  this Agreement for any reason, the Company will disclose to
the  Executive  substantially  all  confidential  information  relating  to  the
business  conducted  and  to be conducted by the Company. Executive acknowledges
that  such  confidential  information  includes,  but  is  not limited to, trade
secrets,  proprietary developments and all non-public information concerning the
Company  including, but not limited to, its business plans, marketing strategies
and financial information.  The Executive further acknowledges that he will have
access  to  and  learn  additional  trade  secrets,  proprietary information and
non-public  information  of  a  similar  nature  regarding  the  Company  during
employment with the Company.  The Executive further acknowledges and agrees that
all  of  such  current  and  future  confidential  information of the Company is
valuable,  confidential,  important  to  his  employment,  and  delivered  in
consideration  of  his  performance  hereunder.

6.3.     CONFIDENTIALITY. The Executive acknowledges and agrees that any and all
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information that may be obtained by him in the course of his employment with the
Company  with  respect to the conduct and details of the business of the Company
shall  be  deemed  to  be  confidential information. The Executive covenants and
agrees  that  he will not, at any time during his employment with the Company or
thereafter,  make  use  of  any  non-public  data  or information of any kind or
character relating to the business of the Company or any of its subsidiaries, or
divulge  any  trade secrets, business policies or other confidential information
of the Company or any of its subsidiaries except to the extent that the Board of
Directors  may  so  authorize  in  writing.  The Executive further covenants and
agrees  that, upon termination of his employment hereunder, he will surrender to
the  Company  all  books,  lists,  records,  documents and other similar Company
property obtained by him or entrusted to him during the course of his employment
by the Company (together with all copies thereof) which contain any confidential
information  of  the  Company  or  which  were paid for by the Company, it being
explicitly  understood and agreed that all such books, records, lists, documents
and  property  are  and  shall  remain  the  property  of  the  Company;

6.4.     NON-COMPETE.  The  Executive  acknowledges  that  the  confidential
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information  which the Company is obligated to provide to him under the terms of
Section  6.2  is special and unique, and that the receipt of it by the Executive
is  of  benefit  and  value  to  him. The Executive acknowledges receipt of such
confidential  information,  including  any  and  all  confidential  information
disclosed  to  the Executive by the Company in conjunction with the execution of
this  Agreement,  such confidential information being disclosed to the Executive
expressly  in  consideration  of  his agreement to be bound by the provisions of
this Section 6.4. The Executive also acknowledges that Company does not normally
disclose  such  confidential  information  and  takes  steps  to protect it. The
Executive  further acknowledges that the services he is to render to the Company
are  of  a special and unusual character with a unique value to the Company, the
loss  of  which  cannot  adequately  be compensated by damages in action at law.
Accordingly,  and  expressly  in  consideration  for  the Company's agreement in
Section  6.2  of  this  Agreement to provide confidential information to him, as
well  as  the  various  compensation and benefits paid by Company hereunder, the
Executive  agrees  that  during  the term of his employment and continuing for a
period  of  one  year  thereafter:

(i)     the  Executive  will  not engage in any activities, whether as employee,
agent,  proprietor,  owner,  partner,  independent  contractor,  consultant,
stockholder  (other  than  as  the  holder  of  less  than  5% of the stock of a
corporation  the  securities of which are traded in the United States of America
or  in  another  country  on  a  national  securities  exchange  or  in  the
over-the-counter  or  another comparable market), member, director or otherwise,
which  compete within the continental United States with any business activities
conducted  by the Company or any of its subsidiaries at any time during the term
of  the  Executive's  employment  by  the  Company;

(ii)     the  Executive will not solicit, in competition with the Company or any
of  its  subsidiaries,  any  person  who  was  a  customer,  client,  candidate,
independent  contractor,  or consultant or supplier of the Company or its any of
its  subsidiaries  at  any time during the term of the Executive's employment by
the  Company;  and

(iii)     the  Executive  will not induce or attempt to persuade any employee or
independent  contractor  of  the Company or any of its subsidiaries to terminate
such person's or entity's employment or independent contractor relationship with
the  Company.

6.5.     ENFORCEABILITY  OF  COVENANTS.  The following provisions shall apply to
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the  covenants  of  the  Executive  set  forth  above  in  this  Article  6:

(i)     Without  limiting the right of the Company to pursue all other legal and
equitable  remedies  available  for  violation by the Executive of the covenants
contained  in  this  Article  6, it is expressly agreed that such other remedies
cannot  fully  compensate  the Company for such a violation and that the Company
shall  be  entitled  to injunctive relief (including temporary retraining orders
after  reasonable  notice  prior  to  application  therefor) to prevent any such
violation  or  continuing violation hereof, and the Executive hereby consents to
the  granting  of  such  relief  (including  temporary  restraining orders after
reasonable  notice  prior  to  application  therefor)  by any court of competent
jurisdiction.

(ii)     It  is the intent and understanding of each party hereto that if in any
action  before  any  court  or agency legally empowered to enforce the covenants
contained  in  this  Article  6  or  any term, restriction, covenant, or promise
contained herein is found to be unreasonable and accordingly unenforceable, then
such  term,  restriction,  covenant  or  promise shall be deemed modified to the
extent  necessary  to  make  it  enforceable  by  such  court  or  agency.

(iii)     The  covenants  contained  in  this Article 6 shall continue in effect
pursuant  to  and to the extent consistent with their terms, notwithstanding the
termination  of  the  Executive's  employment  pursuant  to  this  Agreement.

                                    ARTICLE 7
                                    ---------
                                    REMEDIES
                                    --------

7.1.     REMEDIES.  The  Executive expressly acknowledges that the remedy at law
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for  any  breach  of  Article 5 or Article 6 may be inadequate and that upon any
such  breach  or  threatened  breach,  the Company shall be entitled, subject to
Section  8.2  below,  as  a matter of right to injunctive relief in any court of
competent  jurisdiction,  in  equity  or  otherwise, and to enforce the specific
performance  of  the  Executive's obligations under those provisions without the
necessity  of  proving  the  actual damage to the Company or the inadequacy of a
legal  remedy.  The  rights conferred upon the Company by the preceding sentence
shall  not  be  exclusive  of,  but shall be in addition to, any other rights or
remedies  which the Company may have at law, in equity or otherwise.  During any
period in which the Executive is in breach of the covenants contained in Article
6,  the  time  period of those covenants shall be extended for an amount of time
that  the  Executive  is  in  breach  of  the  covenants.

                                    ARTICLE 8
                                    ---------
                                     GENERAL
                                     -------

8.1.     GOVERNING  LAW.  This  Agreement  shall  be  governed  by,  construed,
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interpreted  and  applied  in  accordance  with  the laws of the State of Texas,
without  giving effect to any conflict of laws rules that would refer the matter
to  the  laws  of  another  jurisdiction.

8.2.     DISPUTE  RESOLUTION.  Except  as  provided  below,  in the event of any
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dispute,  claim  or  disagreement  arising  out  of  or  in connection with this
Agreement or Executive's employment with Company, including, without limitation,
the  negotiation,  execution,  interpretation, performance or non-performance of
this  Agreement,  the  parties  shall  first  submit  the  dispute,  claim  or
disagreement  to  non-binding mediation administered by the American Arbitration
Association  (the "AAA") in accordance with its Employment Mediation Rules.  The
                   ---
place  of  mediation  shall  be  Denton County, Texas.  If the dispute, claim or
disagreement  is not resolved within 30 days after the initial mediation meeting
among the parties and the mediator, or if the mediation is otherwise terminated,
then  either  party  may  submit  the  dispute, claim or disagreement to binding
arbitration  administered  by  the  AAA in accordance with the provisions of its
Employment  Arbitration  Rules (the "Rules").  The place of arbitration shall be
                                     ----
Denton County, Texas.  The arbitration shall be conducted by a single arbitrator
selected  in  accordance  with  the  Rules.  Any mediator or arbitrator selected
under  this Section 8.2 shall be a practicing attorney experienced in employment
agreements  and  shall  not  have been employed or engaged by or affiliated with
either of the parties or their respective affiliates.  Each party shall bear its
own  costs  and  expenses  in  connection  with  any  mediation  or  arbitration
hereunder,  including,  without  limitation,  its  attorneys' fees, and an equal
share  of the mediator's or arbitrator's and administrative fees of mediation or
arbitration.  The decision of any arbitrator shall be in writing and shall state
the  reasons therefor.  Judgment upon an arbitration award may be entered in any
court  of competent jurisdiction and shall be final, binding and non-appealable.
Notwithstanding  anything  in this Section 8.2 to the contrary, each party shall
be  entitled  to  seek  injunctive  or  other  equitable  relief in any court of
competent  jurisdiction  without  first  submitting  the  matter to mediation or
arbitration  in  accordance  with  the provisions of this Section 8.2, even if a
similar or related matter has already been referred to meditation or arbitration
in  accordance  with  the  terms  of  this  Section  8.2.

8.3.     BINDING  EFFECT.  All  of  the  terms  and provisions of this Agreement
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shall  be  binding  upon  and  inure  to  the  benefit and be enforceable by the
respective  heirs,  representatives,  successors  (including  any successor as a
result of a merger or similar reorganization) and assigns of the parties hereto,
except  that the duties and responsibilities of the Executive hereunder are of a
personal  nature  and  shall  not  be  assignable  in  whole  or  in part by the
Executive,  and  the  Company  may  not  assign  its  rights,  duties,  or
responsibilities  without  the  consent  of  the  Executive.

8.4.     NOTICES.  All  notices  required to be given under this Agreement shall
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be  in  writing  and  shall  be  deemed  to  have  been  given and received when
personally  delivered,  or  when mailed by registered or certified mail, postage
prepaid,  return  receipt requested, or when sent by overnight delivery service,
addressed  as  follows:

If  to  the  Executive:

     Timothy  P.  Taft
     4605  Colorado  Crossing
     Austin,  Texas  78731


If  to  the  Employer:

     Pizza  Inn,  Inc.
     3551  Plano  Parkway
     The  Colony,  Texas  75056

     Such  addresses  may  be changed from time to time by written notice to the
other  party.

8.5.     ENTIRE  AGREEMENT; MODIFICATION.  This Agreement constitutes the entire
         -------------------------------
agreement  of  the parties hereto with respect to the subject matter hereof, and
supersedes  all  other  agreements (oral or written) with respect to the subject
matter  hereof.  This Agreement may not be modified or amended in any way except
in  writing  by  the  parties  hereto.

8.6.     DURATION.  Notwithstanding  the  termination  of  the  Executive's
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employment by the Company, this Agreement shall continue to bind the parties for
so  long  as  any  obligations  remain  under  the  terms  of  this  Agreement.

8.7.     WAIVER.  No  waiver  of any breach of this Agreement shall be construed
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to  be  a  waiver  as  to  succeeding  breaches.

8.8.     SEVERABILITY.  Whenever  possible,  each  provision  of  this Agreement
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shall  be  interpreted  in  such  a  manner  as  to be effective and valid under
applicable  law.  If  any  provision of this Agreement shall be prohibited by or
invalid  under  applicable  law, such provision shall be ineffective only to the
extent  of  such  provision or invalidity, without invalidating the remainder of
such  provision  or  the  remaining  provisions  of  this  Agreement.

8.9.     SUBSIDIARIES.  Wherever  the  term  Company  is  referred  to  in  this
         ------------
Agreement,  it shall include all subsidiaries of the Company even where the term
"subsidiaries"  is  not  explicitly stated in connection with such reference, as
such  subsidiaries  may  exist  from  time  to  time.

8.10.     COUNTERPARTS.  This  Agreement  may  be  executed  in  multiple
          ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
          --
together  shall  constitute  the  same  Agreement.


<PAGE>

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
duly  executed  this  Agreement  as  of  the  day  and year first written above.



<PAGE>
EXECUTIVE:
---------



/s/Timothy P. Taft
   Timothy  P.  Taft



COMPANY:
-------

PIZZA  INN,  INC.




By:     /s/ Mark E. Scharz
            Mark  E.  Schwarz,  Chairman  of  the  Board





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