NONQUALIFIED  STOCK  OPTION  AGREEMENT

                                   PIZZA  INN,  INC.

     1.     Grant  of  Option.  Pursuant  to and in accordance with that certain
            -----------------
Employment  Agreement  (the "Employment Agreement") dated March 31, 2005 between
                             --------------------
Pizza  Inn,  Inc.,  a  Missouri corporation (the "Company"), and Timothy P. Taft
                                                  -------
(the "Participant") the Company grants to Participant an option (the "Option" or
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"Stock  Option")  to  purchase  Five  Hundred  Thousand  (500,000)  shares  (the
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"Optioned  Shares")  of  common stock of the Company ("Common Stock"), par value
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$0.01  per  share;  the  exercise price (the "Option Price") for purchase of the
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Optioned  Shares  under the Option is $2.50 per share. Such Option is subject to
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the  terms  and  conditions  set forth in this Nonqualified Stock Agreement (the
"Agreement").  The  "Date  of  Grant"  of  this  Stock Option is March 31, 2005.
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     The "Option Period" shall commence on the Date of Grant and shall expire on
the  date  immediately  preceding  the  tenth  (10th) anniversary of the Date of
Grant.  The  Stock  Option  is  a  nonqualified  stock  option.

     2.     Subject  to  Committee.  This  Stock Option shall be subject to such
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administrative  rules  as  may be promulgated by the Compensation Committee (the
"Committee")  appointed  by  the  Company's Board of Directors (the "Board") and
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communicated  to  the  Participant  in  writing.  If  necessary  to  satisfy the
  -
requirements of Rule 16b-3 promulgated under the Securities Exchange Act of 1934
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(the  "1934 Act"), membership on the Committee shall be limited to those members
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of  the  Board  who  are  "non-employee  directors"  as  defined  in  Rule 16b-3
promulgated  under  the 1934 Act.  The Committee shall select one of its members
to  act as its Chairman.  A majority of the Committee shall constitute a quorum,
and  the  act of a majority of the members of the Committee present at a meeting
at  which  a  quorum is present shall be the act of the Committee. The Committee
shall  have the discretion to interpret the terms of this Stock Option; any such
interpretation  that  is  not  clearly erroneous shall be binding on all parties
interested  herein.

     3.     Vesting;  Time of Exercise.  Except as specifically provided in this
            --------------------------
Agreement,  the  Optioned  Shares  shall be vested and the Stock Option shall be
exercisable  as  follows:

     i.     Fifty  Thousand (50,000) of the total Optioned Shares shall vest and
that  portion of the Stock Option shall become exercisable on the Date of Grant.

     ii.     One  Hundred  Thousand (100,000) of the total Optioned Shares shall
vest  and that portion of the Stock Option shall become exercisable on the first
anniversary  of  the  Date of Grant, provided the Participant is employed by the
Company,  an  affiliate,  or  a  subsidiary  on  that  date.

     iii.     One  Hundred Fifty Thousand (150,000) of the total Optioned Shares
shall  vest and that portion of the Stock Option shall become exercisable on the
second anniversary of the Date of Grant, provided the Participant is employed by
the  Company,  an  affiliate,  or  a  subsidiary  on  that  date.

     iv.     Two  Hundred  Thousand (200,000) of the total Optioned Shares shall
vest  and that portion of the Stock Option shall become exercisable on the third
anniversary  of  the  Date of Grant, provided the Participant is employed by the
Company,  an  affiliate,  or  a  subsidiary  on  that  date.

     v.     Notwithstanding  the  foregoing,  in  the event that (i) a Change in
Control  (as  defined  below)  occurs,  and (ii) within six months following the
Change  in  Control,  the  Company  terminates the employment of the Participant
without  Cause  (as defined below), or the Participant terminates his employment
with  the  Company  for Good Reason (as defined below), then all Optioned Shares
shall  become  immediately  vested  and  the  entire  Stock  Option shall become
exercisable  and shall remain exercisable for a period of 90 days thereafter, at
which  time  the  Stock  Option  shall  expire.

     vi.     For  purposes of this Agreement, "Change in Control" shall have the
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meaning  assigned  to  such  term  in  the  Employment  Agreement.

     vii.     For  purposes  of  this  Agreement,  "Good  Reason" shall have the
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meaning  assigned  to  such  term  in  the  Employment  Agreement.

     viii.     For  purposes  of  this Agreement, "Cause" shall have the meaning
                                                   -----
assigned  to  such  term  in  the  Employment  Agreement


     4.     Term;  Forfeiture.     Except  as  otherwise  provided  in  this
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Agreement,  to the extent the unexercised portion of the Stock Option relates to
Optioned Shares that are not vested on the date of the Participant's Termination
of  Employment  (as  defined below), the Stock Option will be terminated on that
date.  The  unexercised  portion  of  the  Stock Option that relates to Optioned
Shares  that  are  vested will terminate at the first of the following to occur:

     i.     5  p.m.  on  the  date  the  Option  Period  terminates;

     ii.     5  p.m.  on the date of the Participant's Termination of Employment
by  the  Company  for  Cause,  or  the  Participant's  voluntary  Termination of
Employment;

     iii.     5  p.m. on the date that is thirty (30) days following the date of
the  Participant's  Termination  of  Employment  by  the  Company without Cause;

     iv.     5  p.m. on the date the Company causes any portion of the Option to
be  forfeited  pursuant  to  Section  7  hereof.
                             ----------

     v.     For  purposes  of  this Agreement, "Termination of Employment" shall
occur when the Participant ceases to serve as an employee of the Company and its
Subsidiaries,  for  any  reason.  All  times  are  Central  Standard  Time.

     5.     Who  May Exercise.  Subject to the terms and conditions set forth in
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Sections  3  and  4  above,  the  Stock  Option  may  be  exercised  only by the
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Participant,  or  by  the  Participant's  guardian  or  personal  or  legal
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representative.
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     6.     No  Fractional  Shares.  The Stock Option may be exercised only with
            ----------------------
respect  to  full  shares,  and  no  fractional  share of stock shall be issued.

     7.     Manner  of  Exercise.  Subject to such administrative regulations as
            --------------------
the  Committee  may  from  time  to  time  adopt  and to standard Company policy
regarding  stock  trading,  the Stock Option may be exercised by the delivery of
written  notice  to  the  Committee setting forth the number of shares of Common
Stock  with  respect  to  which the Stock Option is to be exercised, the date of
exercise  thereof  (the "Exercise Date"), which shall be at least three (3) days
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after  giving such notice unless an earlier time shall have been mutually agreed
upon.  On  the  Exercise  Date,  the  Participant  shall  deliver to the Company
consideration  with  a value equal to the total Option Price of the shares to be
purchased,  payable  as follows:  (a) a cashier's check payable in United States
currency, or (b) if acceptable to the Committee, a personal check, or (c) in any
other  form  of  valid  consideration  that  is  acceptable  to  the  Committee.

     Upon  payment  of  all  amounts due from the Participant, the Company shall
cause  certificates for the Optioned Shares then being purchased to be delivered
to  the  Participant  in  a  form  (DWAC, physical delivery, or other) and at an
address  designated  by  Participant  within  ten  (10)  business days after the
Exercise  Date.  The obligation of the Company to deliver shares of Common Stock
shall,  however,  be  subject  to  the condition that if at any time the Company
shall  determine  in  its  discretion  that  the  listing,  registration,  or
qualification  of  the  Stock  Option or the Optioned Shares upon any securities
exchange  or  under  any state or federal law, or the consent or approval of any
governmental  regulatory  body, is necessary as a condition of, or in connection
with,  the  Stock  Option  or the issuance or purchase of shares of Common Stock
thereunder,  then  the  Stock  Option  may  not be exercised in whole or in part
unless  such  listing,  registration,  qualification, consent, or approval shall
have  been effected or obtained free of any conditions not reasonably acceptable
to  the  Committee.

     If the Participant fails to pay for any of the Optioned Shares specified in
such  notice  or  fails  to  accept delivery thereof, then the Stock Option, and
right  to  purchase  such  Optioned  Shares may be forfeited by the Participant.

     8.     Nonassignability.  The  Stock  Option  is  not  assignable  or
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transferable  by  the  Participant.

     9.     Rights  as  Stockholder.  The  Participant  will have no rights as a
            -----------------------
stockholder  with  respect  to  any shares covered by the Stock Option until the
issuance  of  a  certificate or certificates to the Participant for the Optioned
Shares.  The  Optioned  Shares  shall  be subject to the terms and conditions of
this  Agreement  regarding such Shares.  Except as otherwise provided in Section
                                                                         -------
10  hereof,  no adjustment shall be made for dividends or other rights for which
the  record  date  is prior to the issuance of such certificate or certificates.

     10.     Adjustment  of  Number of Optioned Shares and Related Matters.  The
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number  of  shares  of  Common Stock covered by the Stock Option, and the Option
Prices  thereof,  shall be subject to adjustment as provided in this Section 10.
                                                                     ----------

     i.     No  Effect  on  Company's Authority.  The grant of this Stock Option
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shall  not  affect  in  any  way  the  right  or  power  of  the  Company or its
stockholders  to  make  or  authorize any or all adjustments, recapitalizations,
reorganizations,  or  other  changes  in the Company's capital structure and its
business,  or  any  merger  or  consolidation of the Company, or any issuance of
bonds,  debentures, preferred or preference stocks ranking prior to or otherwise
affecting  the  Common  Stock  or the rights thereof (or any rights, options, or
warrants to purchase same), or the dissolution or liquidation of the Company, or
any  sale or transfer of all or any part of its assets or business, or any other
corporate  act  or  proceeding,  whether  of  a  similar character or otherwise.

ii.     Capital  Adjustments.  In  the  event that the Committee shall determine
        --------------------
that  any  dividend  or  other distribution (whether in the form of cash, Common
Stock,  other  securities,  or  other  property), recapitalization, stock split,
reverse  stock  split,  rights  offering, reorganization, merger, consolidation,
split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange
of  Common  Stock  or  other  securities of the Company, issuance of warrants or
other  rights  to  purchase  Common Stock or other securities of the Company, or
other  similar corporate transaction or event affects the Common Stock such that
an  adjustment  is  determined by the Committee to be appropriate to prevent the
dilution  or  enlargement  of  the benefits or potential benefits intended to be
made available under this Stock Option, then the Committee shall, in such manner
as it may deem equitable, adjust any or all of (i) the number of shares and type
of  Common  Stock  (or  other securities or property) subject to this Option and
(ii)  the  Option  Price;  provided however, that the number of shares of Common
                           --------
Stock  (or  other  securities  or  property)  subject to this Stock Option shall
always  be  a whole number.  In lieu of the foregoing, if deemed appropriate and
not otherwise in violation of Section 409A of the Internal Revenue Code of 1986,
as amended, (the "Code"), the Committee may make provision for a cash payment to
                  ----
the Participant.  Such adjustments shall be made in accordance with the rules of
any  securities  exchange,  stock market, or stock quotation system to which the
Company is subject.  Upon the occurrence of any such adjustment or cash payment,
the  Company  shall provide notice to the Participant of its computation of such
adjustment  or cash payment, which shall be conclusive and shall be binding upon
the  Participant.

iii.     Exchange  or Cancellation of Incentives Where Company Does Not Survive.
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     (A)     Subject  to  Section 10.iii.(B) hereof, in the event of any merger,
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consolidation,  or  share  exchange  pursuant  to  which  the Company is not the
surviving or resulting corporation, there shall be substituted for each share of
Common  Stock  subject  to  the  unexercised portions of this Stock Option, that
number  of  shares  of each class of stock or other securities or that amount of
cash,  property,  or assets of the surviving, resulting, or consolidated company
that  were  distributed  or  distributable to the stockholders of the Company in
respect  to each share of Common Stock held by them, and this Stock Option shall
be  thereafter  exercisable  for  such  stock,  securities, cash, or property in
accordance  with  the  terms  of  this  Agreement.

     (B)     Notwithstanding  the  foregoing,  however, this Stock Option may be
canceled by the Company, in its sole discretion, as of the effective date of any
such  reorganization,  merger,  consolidation,  or  share  exchange,  or  of any
proposed  sale  of  all or substantially all of the assets of the Company, or of
any  dissolution  or  liquidation  of  the  Company,  by  either:

     (1)     giving  notice to the Participant or his personal representative of
its intention to cancel this Stock Option and permitting the purchase during the
thirty  (30)  day period next preceding such effective date of any or all of the
shares subject to this Stock Option, including in the Board's discretion some or
all  of  the  shares as to which this Stock Option would not otherwise be vested
and  exercisable;  or

     (2)     provided  it  will not violate Section 409A of the Code, paying the
Participant  an  amount equal to a reasonable estimate of the difference between
the  net  amount  per  share  payable in such transaction or as a result of such
transaction,  and  the  exercise  price  per  share  of  this  Stock Option (the
"Spread"),  multiplied  by the number of shares subject to the Stock Option.  In
estimating  the  Spread, appropriate adjustments to give effect to the existence
of  all  outstanding stock options of the Company shall be made, such as deeming
such  stock  options  to  have  been  exercised,  with the Company receiving the
exercise  price  payable  thereunder,  and  treating  the shares receivable upon
exercise  of  such  stock  options  as  being outstanding in determining the net
amount  per  share.  In  cases  where  the  proposed transaction consists of the
acquisition  of  assets  of  the  Company,  the  net  amount  per share shall be
calculated  on  the basis of the net amount receivable with respect to shares of
Common  Stock  upon  a  distribution and liquidation by the Company after giving
effect  to  expenses and charges, including but not limited to, taxes payable by
the  Company  before  such  liquidation  could  be  completed.

     iv.     Conversion  of  Incentives  Where Company Survives.  Subject to any
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required  action  by  the stockholders, if the Company shall be the surviving or
resulting corporation in any merger, consolidation, or share exchange, the Stock
Option  granted hereunder shall pertain to and apply to the securities or rights
(including  cash, property, or assets) to which a holder of the number of shares
of  Common  Stock  subject  to  this  Stock  Option  would  have  been entitled.

     v.     Liquidation  or  Dissolution.  Subject to Section 10.iii. hereof, in
            ----------------------------              ---------------
case  the  Company  shall, at any time while this Stock Option shall be in force
and remain unexpired, (i) sell all or substantially all of its property, or (ii)
dissolve,  liquidate,  or  wind  up  its  affairs, then the Participant shall be
entitled  to  receive, in lieu of each share of Common Stock of the Company that
such  Participant  could  have been entitled to receive under this Stock Option,
the  same  kind  and  amount  of  any  securities  or assets as may be issuable,
distributable,  or  payable  upon  any  such  sale, dissolution, liquidation, or
winding  up  with  respect to each share of Common Stock of the Company.  If the
Company  shall,  at  any time prior to the expiration of this Stock Option, make
any  partial distribution of its assets, in the nature of a partial liquidation,
whether  payable  in  cash  or in kind (but excluding the distribution of a cash
dividend  payable  out  of  earned  surplus and designated as such) then in such
event  the  Option  Price  shall  be  reduced,  on  the  payment  date  of  such
distribution,  in  proportion  to  the percentage reduction in the tangible book
value of the shares of the Company's Common Stock (determined in accordance with
generally  accepted  accounting  principles)  resulting  by  reason  of  such
distribution.

     11.     Nonqualified  Stock  Option.  The Stock Option shall not be treated
             ---------------------------
as  an  incentive  stock  option  under  Section  422  of  the  Code.

     12.     Voting.  The  Participant, as record holder, if applicable, of some
             ------
or  all  of the Optioned Shares following exercise of this Stock Option, has the
exclusive  right to vote, or consent with respect to, such Optioned Shares until
such  time  as  the  Optioned  Shares  are  transferred  in accordance with this
Agreement;  provided,  however,  that  this  Section shall not create any voting
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right  where  the  holders of such Optioned Shares otherwise have no such right.

     13.     Community Property.  Each spouse individually is bound by, and such
             ------------------
spouse's  interest,  if  any, in any Optioned Shares is subject to, the terms of
this  Agreement.  Nothing  in  this  Agreement shall create a community property
interest  where  none  otherwise  exists.

     14.     Participant's  Representations.  Notwithstanding  any  of  the
             ------------------------------
provisions  hereof,  the Participant hereby agrees that he will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Participant hereunder, if the exercise thereof or the issuance
of such shares shall constitute a violation by the Participant or the Company of
any  provision  of  any  law  or  regulation of any governmental authority.  Any
determination  in  this  connection  by the Company shall be final, binding, and
conclusive.  The  obligations  of  the Company and the rights of the Participant
are  subject  to  all  applicable  laws,  rules,  and  regulations.

     15.     Investment  Representation.  Unless  the  Common Stock is issued to
             --------------------------
him  in  a  transaction registered under applicable federal and state securities
laws,  by  his  execution hereof, the Participant represents and warrants to the
Company  that  all Common Stock that may be purchased hereunder will be acquired
by  the Participant for investment purposes for his own account and not with any
intent  for  resale  or distribution in violation of federal or state securities
laws.  Unless  the  Common  Stock  is  issued to him in a transaction registered
under  the applicable federal and state securities laws, all certificates issued
with  respect  to  the  Common  Stock  shall  bear  an  appropriate  restrictive
investment  legend  and shall be held indefinitely, unless they are subsequently
registered  under  the  applicable  federal  and  state  securities  laws or the
Participant obtains an opinion of counsel, in form and substance satisfactory to
the  Company  and  its  counsel,  that  such  registration  is  not  required.

     16.     Legend.  The  following  legend shall be placed on all certificates
             ------
representing  Optioned  Shares:

"The  shares  evidenced  by  this  certificate  are  subject  to  a Stock Option
Agreement containing certain rights and limitations on transfer.  A copy of that
agreement is on file at the principal place of business or the registered office
of  the  Company, and a copy may be obtained without charge upon written request
to  the  Company  at  its principal place of business or its registered office."

     All  Optioned Shares and shares into which Optioned Shares may be converted
owned  by  the  Participant  shall be subject to the terms of this Agreement and
shall  be  represented  by  a  certificate or certificates bearing the foregoing
legend.

     17.     Participant's  Acknowledgments.  The Participant represents that he
             ------------------------------
or  she  is  familiar with the terms and provisions of this Agreement and hereby
accepts  this  Option  subject  to  all  the  terms  and provisions hereof.  The
Participant  hereby  agrees  to  accept  as  binding,  conclusive, and final all
decisions or interpretations of the Committee or the Board, as appropriate, upon
any  questions  arising  under  this  Agreement.

     18.     Law Governing.  This Agreement shall be governed by, construed, and
             -------------
enforced  in  accordance  with  the  laws  of  the State of Texas (excluding any
conflict of laws rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).

     19.     No  Right  to Continue Service or Employment.  Nothing herein shall
             --------------------------------------------
be  construed to confer upon the Participant the right to continue in the employ
or  to provide services to the Company or any Subsidiary, whether as an employee
or  as  a  consultant or as a director, or interfere with or restrict in any way
the  right  of  the Company or any Subsidiary to discharge the Participant as an
employee,  consultant, or director at any time, subject to the provisions of the
Employment  Agreement.

     20.     Legal  Construction.  In  the  event  that  any  one or more of the
             --------------------
terms,  provisions,  or agreements that are contained in this Agreement shall be
held  by  a  Court  of  competent  jurisdiction  to  be  invalid,  illegal,  or
unenforceable  in  any  respect  for  any  reason,  the  invalid,  illegal,  or
unenforceable  term,  provision,  or  agreement shall not affect any other term,
provision,  or  agreement that is contained in this Agreement and this Agreement
shall  be construed in all respects as if the invalid, illegal, or unenforceable
term,  provision,  or  agreement  had  never  been  contained  herein.

     21.     Covenants  and  Agreements  as  Independent Agreements. Each of the
             ------------------------------------------------------
covenants  and agreements that is set forth in this Agreement shall be construed
as  a  covenant  and  agreement  independent  of  any  other  provision  of this
Agreement.  The  existence  of  any  claim or cause of action of the Participant
against  the  Company,  whether predicated on this Agreement or otherwise, shall
not  constitute a defense to the enforcement by the Company of the covenants and
agreements  that  are  set  forth  in  this  Agreement.

     22.     Entire  Agreement.  This  Agreement  supersedes  any  and all other
             -----------------
prior  understandings  and  agreements,  either  oral or in writing, between the
parties  with  respect to the subject matter hereof and constitutes the sole and
only agreement between the parties with respect to the said subject matter.  All
prior  negotiations  and  agreements  between  the  parties  with respect to the
subject  matter  hereof  are  merged  into  this  Agreement.  Each party to this
Agreement  acknowledges  that  no  representations,  inducements,  promises,  or
agreements, orally or otherwise, have been made by any party or by anyone acting
on  behalf  of  any party, which are not embodied in this Agreement and that any
agreement,  statement,  or promise that is not contained in this Agreement shall
not  be  valid  or  binding  or  of  any  force  or  effect.

     23.     Parties  Bound.  The  terms,  provisions,  and  agreements that are
             --------------
contained  in  this  Agreement shall apply to, be binding upon, and inure to the
benefit  of  the  parties and their respective heirs, executors, administrators,
legal  representatives,  and  permitted  successors  and assigns, subject to the
limitation  on  assignment  expressly  set  forth  herein.

     24.     Modification.  No change or modification of this Agreement shall be
             ------------
valid  or  binding  upon  the  parties  unless  the change or modification is in
writing  and  signed  by  the  parties;  provided, however, that the Company may
change  or  modify this Agreement without the Participant's consent or signature
if  the  Company  determines,  that such change or modification is necessary for
purposes  of  compliance with or exemption from the requirements of Section 409A
of  the  Code  or  any  regulations  or  other  guidance  issued  thereunder.

     25.     Headings.  The  headings  that  are used in this Agreement are used
             --------
for  reference  and  convenience purposes only and do not constitute substantive
matters  to  be  considered  in  construing  the  terms  and  provisions of this
Agreement.

     26.     Gender  and  Number.  Words  of  any  gender used in this Agreement
             -------------------
shall  be  held  and  construed  to  include  any other gender, and words in the
singular  number shall be held to include the plural, and vice versa, unless the
context  requires  otherwise.

     27.     Notice.  Any notice required or permitted to be delivered hereunder
             ------
shall be deemed to be delivered only when actually received by the Company or by
the  Participant,  as  the  case may be, at the addresses set forth below, or at
such  other  addresses  as  they  have  specified by written notice delivered in
accordance  herewith:

     i.     Notice  to  the Company shall be addressed and delivered as follows:

               Pizza  Inn,  Inc.
               3551  Plano  Parkway
               The  Colony,  Texas  75056
               Attn:  Chairman,  Compensation  Committee
               Facsimile:  469.384.5061

     ii.     Notice  to  the Participant shall be addressed and delivered to the
address  shown  from  time  to  time  on  the employment records of the Company.

     28.     Tax  Requirements.  The  Participant  shall  be required to pay the
             -----------------
Company  or  a  Subsidiary,  as applicable (for purposes of this Section 28, the
                                                                 ----------
term Company shall be deemed to include an applicable Subsidiary), the amount of
any  and  all  taxes that the Company is required to withhold in connection with
this  Stock Option, the issuance of stock hereunder, or otherwise arising out of
this  Stock  Option.  The  Participant's  obligation  to  pay  such taxes may be
satisfied  by any of the following or any combination thereof:  (i) the delivery
of  cash  to  the  Company  in  an  amount  that equals or exceeds (to avoid the
issuance  of  fractional  shares under (iii) below) the required tax withholding
obligation  of  the  Company;  (ii)  if the Company, so consents in writing, the
actual delivery by the exercising Participant to the Company of shares of Common
Stock  other  than  Common Stock that the Participant owns but has acquired from
the  Company  within  six  months prior to the date of exercise, which shares so
delivered  have  an aggregate Fair Market Value that equals or exceeds (to avoid
the  issuance  of  fractional  shares  under  (iii)  below)  the  required  tax
withholding  payment;  or  (iii)  if  the  Company,  in  its sole discretion, so
consents  in  writing,  the  Company's  withholding  of a number of shares to be
delivered  upon  the exercise of the Stock Option, which shares so withheld have
an  aggregate  Fair  Market Value that equals (but does not exceed) the required
tax  withholding payment; provided that, shares cannot be withheld in connection
with  the exercise of this Stock Option in excess of the minimum number required
for  tax  withholding,  and  to permit the Stock Option to be accounted for as a
fixed  award.  Any such withholding payments with respect to the exercise of any
portion  of  the  Stock Option in cash or by actual delivery of shares of Common
Stock  shall  be  made when required by the Company and prior to the delivery of
any  certificate  representing the shares of Common Stock acquired upon exercise
of  the  Stock  Option.  The  Company may, in its sole discretion, withhold such
taxes  from  any  other  cash  remuneration otherwise paid by the Company to the
Participant.

     29.     Confidentiality.  Participant agrees that, as partial consideration
             ---------------
for the granting of this Stock Option, he will keep confidential all information
and  knowledge that he has relating to the manner and amount of his Option Share
grant  hereunder;  provided,  however,  that  such  information  may be given in
confidence  to the Participant's spouse or to a financial institution or advisor
to  the  extent that such information is necessary in order to secure a loan, or
for  tax  or  retirement  planning  purposes.

     30.     Use  of  Proceeds.  Proceeds from the sale of Common Stock pursuant
             -----------------
to  the  exercise  of  this  Stock  Option shall constitute general funds of the
Company.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its  duly  authorized  officer, and the Participant, to evidence his consent and
approval  of  all  the terms hereof, has duly executed this Agreement, as of the
date  specified  in  Section  1  hereof.
                     ----------


                                             PIZZA  INN,  INC.


                                             By:   /s/ Mark E. Schwarz
                                             Name:     Mark E. Schwarz
                                             Title:    Chairman of the Board



                                         /s/ Timothy  P.  Taft
                                             Timothy  P.  Taft