AMENDMENT TO
                            EMPLOYMENT  AGREEMENT

     THIS  AMENDMENT  TO  EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into  effective  the  20th  day  of April 2001, by and between C. JEFFREY ROGERS
(hereinafter referred to as "Rogers"), and PIZZA INN, INC. (hereinafter referred
to  as  the  "Company").

     W  I  T  N  E  S  S  E  T  H:

     WHEREAS,  the  Company  and  Rogers  entered  into  that certain Employment
Agreement  dated  July  1,  1999  (the  "Employment  Agreement");  and

     WHEREAS,  pursuant  to  the  Employment  Agreement,  the  Company currently
employs Rogers as its Chief Executive Officer, and the Company and Rogers desire
to  continue  such  employment and to amend the Employment Agreement pursuant to
the  terms  and  conditions  herein  set  forth;  and

     NOW,  THEREFORE,  for  and  in consideration of the premises and the mutual
covenants  herein  contained  and  other  good  and  valuable consideration, the
receipt  and sufficiency of which is hereby acknowledged, the Company and Rogers
hereby  agree  as  follows:

1.     Section  3.02.
--     -------------

     Section  3.02 of the Employment Agreement is hereby amended by deleting the
existing  language in its entirety, and substituting in its place the following:

3.02     CASH  BONUSES.  The  Company  agrees  to  pay  Rogers  the cash bonuses
provided  below  during  the  term of this Agreement. The Compensation Committee
also has the authority, in its sole discretion, to authorize an additional bonus
to  Rogers  at  each  fiscal quarter end and fiscal year end if the Compensation
Committee  deems  such a bonus appropriate, including any amounts not paid under
these  criteria.

(A)  BONUS  NO.  1
During  the  Term,  the Company will pay to Rogers a cash incentive bonus (Bonus
No. 1), payable at the end of each fiscal year, in the amount of $100,000 if the
Company's  operating  results  report  pre-tax net income growth or earnings per
share  growth  of  at  least  10%  more  than  the  previous  fiscal  year.

(B)     BONUS  NO.  2
During  the  Term, the Company will pay Rogers a cash incentive bonus (Bonus No.
2), payable at the end of each fiscal year, based on the targets set forth below
for  EBITDA  cash  flow.  For the purposes of this Agreement, "EBITDA cash flow"
shall  mean  pre-tax  earnings  before  interest,  taxes,  depreciation,  and
amortization  prior to this bonus accrual per Section 3.02.  If EBITDA cash flow
equals  or  exceeds  the  target amount for an applicable year, then Bonus No. 2
shall  equal  $150,000.  If  EBITDA  cash flow equals or exceeds 80% but is less
than  100%  of  the target amount for an applicable year, then Bonus No. 2 shall
equal  80% of Bonus No. 2.  There shall be no Bonus No. 2 if EBITDA cash flow is
less  than 80% of the target amount for an applicable year.  If EBITDA cash flow
exceeds the target amount for an applicable year by $300,000 or more, then Bonus
No.  2  shall  increase  by  an  additional  $50,000.

FISCAL  YEAR  ENDING     EBITDA  CASH  FLOW  TARGET
June  2001               $6,000,000
June  2002               $6,250,000
June  2003               $6,500,000
June  2004               $6,750,000

(C)     BONUS  NO.  3
During the Term and beginning with the quarter ended March 25, 2001, the Company
will pay Rogers a cash incentive bonus (Bonus No. 3), payable at the end of each
semi-annual  period  of  the  Company's fiscal year, in the amount of $3,000 for
each  new  store opening during each semi-annual period, provided that a minimum
of  18  units  open  during  each semi-annual period of such fiscal year. To the
extent that 18 new units are not opened in either semi-annual period, the entire
unpaid  amount  of  Bonus No. 3 shall be paid to Rogers at fiscal year end if 36
new  units  are opened by fiscal year end. In the event that an Area Development
or  Master  License  Agreement  is  entered  into  during  the  fiscal year, the
Compensation  Committee,  in its sole discretion, shall determine the credit, if
any, of such agreement towards the payment of Bonus No. 3, based on, among other
relevant  criteria,  the  sales  price,  the  projected  unit  growth  and  the
development  schedule  of  the  territory.

(D)     BONUS  NO.  4
During the Term and beginning with the quarter ended March 25, 2001, the Company
will  pay Rogers a cash incentive bonus (Bonus No. 4), payable quarterly, in the
amount  of  $25,000  for  each  fiscal quarter based on meeting or exceeding the
targets  set  forth  below  for  Norco  gross  sales.  For  the purposes of this
Agreement,  "Norco  Gross  Sales"  shall  mean  all  revenues  generated  by the
Company's  distribution  division  (Norco), excluding the impact of cheese price
fluctuations  (using  fiscal year 2000 as the standard base).  Bonus No. 4 shall
be  payable  if  Norco  gross  sales equals or exceeds the target amount for the
respective  quarter.  To  the extent that there is a shortfall from such goal in
any given quarter, the entire year-to-date unpaid amount of Bonus No. 4 shall be
paid  to  Rogers  if the total Norco Gross Sales is equal to or greater than the
respective  yearly  Norco  Gross  Sales  target.

QUARTERS  WITH          QUARTERLY
FISCAL  YEAR  ENDING     NORCO  GROSS  SALES
June  2001               $13,000,000
June  2002               $13,500,000
June  2003               $14,000,000
June  2004               $14,500,000

(E)     BONUS  NO.  5
During the Term and beginning with the quarter ended March 25, 2001, the Company
will  pay Rogers a cash incentive bonus (Bonus No. 5), payable quarterly, in the
amount  of  $25,000 for each fiscal quarter in which the Company's total general
and  administrative expenses (G&A) do not exceed 8.5% of total revenues.  To the
extent that there is a shortfall from such goal in any given quarter, the entire
year-to-date  unpaid  amount of Bonus No. 5 shall be paid to Rogers if the total
year-to-date  G&A  expenses  do  not  exceed  8.5%  of  total  revenues.

     2.     Miscellaneous.     Except  as  expressly  amended hereby, all of the
            -------------
representations, terms, covenants and conditions of the Employment Agreement (i)
are  hereby  ratified  and confirmed, (ii) shall remain unamended and not waived
and  (iii)  shall  continue  to  be  in  full  force  and  effect.







EXECUTED  as  of  the  date  and  year  first  above  written.


     PIZZA  INN,  INC.

     By:    /s/Ronald  W.  Parker

            Ronald  W.  Parker,  President


     /s/ C. Jeffrey Rogers
     C.  Jeffrey  Rogers