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                                                                    EXHIBIT 10.5

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement is made as of June 1, 2003
by TISM, Inc., a Michigan corporation (the "Company"), Domino's, Inc., a
Delaware corporation and Domino's Pizza, LLC, a Michigan limited liability
company (together with Domino's, Inc., the "Principal Subsidiaries") with David
A. Brandon (the "Executive").

                                    Recitals
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     1.  The operations of the Company and its Affiliates are a complex matter
requiring direction and leadership in a variety of areas.

     2.  The Executive has experience and expertise that qualify him to provide
the direction and leadership required by the Company and its Affiliates.

     3.  The Company and the Principal Subsidiaries entered into an Employment
Agreement with the Executive dated as of March 31, 1999 (the "Original
Agreement") and, subject to the terms and conditions hereinafter set forth, the
Company wishes to continue to employ the Executive as its Chief Executive
Officer and the Executive wishes to accept such employment.

     4.  The Company, the Principal Subsidiaries and the Executive desire to
amend and restate the terms and provisions of the Original Agreement.

                                    Agreement
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     Now, therefore, the parties hereto hereby agree that the Original Agreement
is hereby amended and restated to read in its entirety as follows:

     1.  Employment. Subject to the terms and conditions set forth in this
Agreement, the Company hereby offers and the Executive hereby accepts
employment, effective as of January 1, 2003 (the "Effective Date").

     2.  Term. Subject to earlier termination as hereafter provided, the
Executive shall be employed hereunder for a term commencing on the Effective
Date and ending on December 31, 2008. The term of the Executive's employment
under this Agreement is hereafter referred to as "the term of this Agreement" or
"the term hereof".

     3.  Capacity and Performance.

         3.1.   Offices. During the term hereof, the Executive shall serve the
     Company in the offices of Chairman and Chief Executive Officer. In such
     capacity, the Executive

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     will be responsible for the Company's operations and financial performance
     and the coordination of the Company's strategic direction. In addition, for
     so long as the Executive is employed by the Company and without further
     compensation, the Executive shall serve as a member of the Company's Board
     of Directors (the "Board") and as a director and officer of the Principal
     Subsidiaries and of one or more of the Company's other Affiliates if so
     elected or appointed from time to time. The Executive shall be subject to
     the direction of the Board and shall have such other powers, duties and
     responsibilities consistent with the Executive's position as Chairman and
     Chief Executive Officer as may from time to time be prescribed by the
     Board.

         3.2.   Performance. During the term hereof, 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 hereof, the
     Executive shall devote his full business time exclusively to the
     advancement 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 Company on Exhibit 3.2 hereof and except as otherwise may be
     approved in advance by the Board, which approval shall not be unreasonably
     withheld.

     4.  Compensation and Benefits. 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:

         4.1.   Base Salary. During the term hereof, the Company shall pay the
     Executive a base salary at the rate of $600,000 per year, payable in
     accordance with the payroll practices of the Company for its executives and
     subject to increase from time to time by the Board in its sole discretion.
     Such base salary, as from time to time increased, is hereafter referred to
     as the "Base Salary".

         4.2.   Bonus Compensation. During the term hereof, the Company shall
     pay the Executive an annual bonus (the "Bonus") the amount of which shall
     be determined by the Board based on the Executive's achievement of
     performance objectives for each year, as established by the Board in
     consultation with the Executive. The maximum amount of the Bonus (prior to
     any proration) is 200% of Base Salary. Whenever any Bonus payable to the
     Executive is stated in this Agreement to be prorated for any period of
     service less than a full year, such Bonus 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. Any compensation paid to the Executive as Bonus shall be in
     addition to the Base Salary, but shall be in lieu of participation in any
     other incentive, stock

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     option, stock purchase, profit sharing, deferred compensation, bonus
     compensation or severance program which the Company or one of the Principal
     Subsidiaries, as applicable, may adopt or continue from time to time (other
     than the Executive's purchased stock and options in accordance with Section
     4.3).

         4.3.   Stock/Options.

                4.3.1. Stock/Options Purchased or Granted Prior to January 1,
         2003. Reference is made to the following shares of Company Stock
         purchased by the Executive or options to purchase stock granted to the
         Executive prior to January 1, 2003:

                       (a) Purchased Shares. (i) 400,000 shares of Class A-3
                Common Stock purchased by the Executive on June 15, 1999 for
                $0.50 per share; and (ii) 44,444 shares of Class L Common Stock
                purchased by the Executive on June 15, 1999 for $40.50 per share
                (collectively, the "Purchased Shares").

                       (b) Options. (a) Brandon Basic Class A Option Agreement
                dated March 31, 1999 granting the Executive the right to
                purchase 756,258 shares of Class A-3 Common Stock for $0.50 per
                share; (b) Brandon 4X Class A Option Agreement dated March 31,
                1999 granting the Executive the right to purchase 756,258 shares
                of Class A-3 Common Stock for $0.50 per share; and (c) Brandon
                Basic Class A Option Agreement dated January 1, 2002 granting
                the Executive the right to purchase 250,000 shares of Class A-3
                Common Stock for $3.50 per share (collectively, the "Outstanding
                Options").

         Each of the above-referenced Purchased Shares shall remain outstanding
         and each of the above-referenced Outstanding Options shall continue for
         such period or periods and in accordance with such terms as are set out
         in the subscription agreement, option agreement or other governing
         documents relating to such purchase or grant and shall not be affected
         by the terms of this Agreement except as otherwise expressly provided
         herein. As of the Effective Date, the outstanding shares of the
         Company's Class A Common Stock and Class L Common Stock (collectively,
         the "Common Stock") and all options to purchase Common Stock are held
         as set forth on Exhibit A-1 hereto.

                4.3.2. Recapitalization. As of the date hereof, the Company has
         proposed a recapitalization of the Company pursuant to which the
         Company and the Principal Subsidiaries will enter into a series of
         transactions in which the Company will enter into a new senior secured
         credit facility and issue new senior subordinated notes due 2011 in
         order to repay all outstanding indebtedness under its existing senior
         secured credit facility, repurchase its outstanding senior

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         subordinated notes due 2009, redeem its outstanding 11.5% cumulative
         preferred stock and pay a dividend on its outstanding common stock (the
         "Recapitalization"). The Recapitalization is scheduled to close on or
         about June 25, 2003. Upon the consummation of the Recapitalization, the
         vesting of all Outstanding Options shall accelerate and any performance
         requirements on Outstanding Options shall be deemed satisfied, so that
         all Outstanding Options become exercisable in full. If the
         Recapitalization is not consummated during the term hereof, all
         Outstanding Options shall vest and become exercisable in accordance
         with the applicable option agreement or other governing document.

                4.3.3. New Stock Awards. Upon the consummation of the
         Recapitalization, the Company shall grant to the Executive, pursuant to
         the Company's stock option plan for management and employees of the
         Company and its Affiliates attached hereto as Exhibit A-2, as from time
         to time in effect (the "Plan"), options to purchase a total of 440,000
         shares of Class A Common Stock at an exercise price per share equal to
         the fair market value of the Company's Class A Common Stock on the date
         of grant, as determined by the Board (the "New Options"). The New
         Options shall be granted pursuant to the option agreement substantially
         in the form of Exhibit A-3 hereto.

                4.3.4. Prior to issuing any shares or options to the Executive,
         the Company may require that the Executive provide such representations
         regarding the Executive's sophistication and investment intent and
         other such matters as the Company may reasonably request. None of the
         Company's securities will be registered under applicable securities
         laws for the indefinite future and there will be substantial
         restrictions on resale imposed by the Company's corporate charter, the
         stockholders agreement and applicable law. The Purchased Shares, the
         Outstanding Options, the New Options and any shares issued upon
         exercise of the Outstanding Options or the New Options shall be subject
         to the terms of the stockholders agreement dated as of December 21,
         1998 among the Company and certain of its stockholders, as from time to
         time in effect (the "Stockholders Agreement"), a copy of which is
         attached hereto as Exhibit A-4.

         4.4.   Vacations. During the term hereof, the Executive shall be
     entitled to four (4) weeks of vacation per annum, 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.

         4.5.   Other Benefits.

                4.5.1. During the term hereof and subject to any contribution
         therefor generally required of executives of the Company or one of the
         Principal

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         Subsidiaries, as applicable, 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 or one of the Principal Subsidiaries, as
         applicable, generally (except to the extent such plans are in a
         category of benefit otherwise provided the Executive hereunder and in
         any event excluding any incentive, stock option, stock purchase, profit
         sharing, deferred compensation, bonus compensation or severance
         programs). Such participation shall be subject to (i) the terms of the
         applicable plan documents and (ii) generally applicable policies of the
         Company or one of the Principal Subsidiaries, as applicable. Any of the
         Company and the Principal Subsidiaries may alter, modify, add to or
         delete their employee benefit plans at any time as the Board, in its
         sole judgment, determines to be appropriate.

                4.5.2. Notwithstanding anything set forth in Section 4.5.1,
         during the term hereof and subject to any contribution therefor
         generally required of executives of the Company or one of the Principal
         Subsidiaries, as applicable, Executive and his spouse will be entitled
         to participate in the Company's health plan in accordance with the
         terms of the applicable plan documents. Following termination of the
         Executive's employment for any reason (including the expiration of the
         term of this Agreement), other than by the Company for Cause pursuant
         to Section 5.3 or by the Executive without Good Reason pursuant to
         Section 5.6, the Company will furnish to the Executive during his
         lifetime, and to the Executive's spouse during her lifetime, medical
         coverage at least equivalent to that being provided by the Company at
         the time of termination (the "Health Benefit"). To the extent that the
         Company either is unable to provide the Health Benefit through the
         Company's medical plan or is unable to provide non-discriminatory group
         medical coverage to the Executive equal to the Health Benefit, it will
         reimburse the Executive annually for the cost of individual medical
         coverage providing the Health Benefit to the Executive and his spouse,
         or if such individual coverage is unavailable, the Company will
         reimburse the Executive for actual medical expenditures covered by the
         Health Benefit. When the Executive and his spouse, as applicable,
         become eligible for Medicare, the coverage or reimbursement provided by
         the Company will be limited to the cost of supplemental Medicare
         insurance to provide the Health Benefit or the reimbursement for
         medical expenditures in excess of supplemental Medicare insurance
         coverage necessary to provide the Health Benefit, as applicable. For
         purposes of this Section, "spouse" shall mean Executive's spouse during
         the term hereof and, with respect to benefits to be provided following
         termination of the Executive's employment, "spouse" shall mean
         Executive's spouse at the time of termination of the Executive's
         employment.

         4.6.   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, incurred or paid by the
     Executive in the performance of his duties and

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     responsibilities hereunder, subject to (i) any expense policy of the
     Company or one of the Principal Subsidiaries, as applicable, set by the
     Board from time to time, other than with respect to first class air travel,
     and (ii) such reasonable substantiation and documentation requirements as
     may be specified by the Board from time to time.

         4.7.   Miscellaneous.

                4.7.1. The Company shall pay or reimburse the Executive for the
         Executive's World Presidents Organization/Detroit Presidents
         Organization dues and expenses, of approximately $11,000 per year, with
         Board approval of any material increase in cost above such amount.

                4.7.2. The Company will provide the Executive with directors and
         officers insurance and personal liability protection described on
         Exhibit B.

                4.7.3. The Executive will be permitted personal use of the
         Company plane at a usage level and cost to be negotiated with the Board
         of Directors from time to time at rates in accordance with Standard
         Industrial Fare Level rates stipulated by the U.S. Department of
         Transportation or in the Time Sharing Agreement dated December 2, 2002
         between Executive and Domino's Pizza, LLC. The use by Executive of the
         Company plane may be curtailed or terminated by the Company if the
         Board in good faith determines after consultation with the Executive
         that the Company's financial performance or condition indicates that it
         is advisable to do so.

                4.7.4. The Company shall pay or reimburse the Executive for his
         reasonable legal fees and expenses incurred in connection with the
         review of this Agreement and other agreements referred to herein in an
         aggregate amount not to exceed $10,000.

     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 hereof, the Executive's employment hereunder shall
     immediately and automatically terminate. In the event of the Executive's
     retirement after the age of sixty-five with the prior consent of the Board
     or death during the term hereof, 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

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     earned but unpaid during the fiscal year of such retirement or death
     (pro-rated 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 one hundred twenty (120) days during any period of three
         hundred and sixty-five (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 one of the Principal
         Subsidiaries, as applicable, 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. During the eighteen month period from such date, 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. At
         the times the Company pays its executives bonuses generally, the
         Company shall pay the Executive an amount equal to that portion of any
         Bonus earned but unpaid during the fiscal year of such eligibility or
         termination (pro-rated in accordance with Section 4.2).

                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 or one of the Principal Subsidiaries, as applicable, 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 or one of the Principal
         Subsidiaries, as applicable, in accordance with Section 4.5 and the
         terms of such plans, until the termination of his employment and,
         solely with respect to benefits provided under Section 4.5.2,
         thereafter.

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                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) the 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 Executive does not cure such
     failure or negligence within the 25-day period immediately following his
     receipt of such written allegations from the Board, (ii) the commission of
     fraud, embezzlement or theft by the Executive with respect to the Company
     or any of its Affiliates; or (iii) 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. Upon the giving of notice of
     termination of the Executive's employment hereunder for Cause, the Company
     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, then the Company
     shall pay the Executive (i) Base Salary earned but unpaid through the date
     of termination, plus (ii) twenty-four (24) 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), 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 (pro-rated 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

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     Reason" for termination by the Executive: (i) failure of the Company to
     continue the Executive in the position of Chairman and Chief Executive
     Officer; (ii) material diminution in the nature and scope of the
     Executive's responsibilities, duties or authority, including without
     limitation the failure to continue the Executive as a member of the board
     of directors of the Company or either of the Principal Subsidiaries;
     provided, however, that the failure to so continue the Executive shall not
     constitute Good Reason if such failure occurs in connection with the sale
     or other disposition of the corporation as to which he has ceased to have
     board membership; and provided, further, that the Company's failure to
     continue the Executive's appointment or election as a director or officer
     of any of its Affiliates (exclusive of the Principal Subsidiaries) and any
     diminution of the business of the Company or any of its Affiliates shall
     not constitute Good Reason; (iii) material failure of the Company to
     provide the Executive the Base Salary and benefits (including
     Company-sponsored fringe benefits) in accordance with the terms of Section
     4 hereof; or (iv) relocation of the Executive's office to an area 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 ninety (90) days'
     notice to the Company. In the event of termination of the Executive
     pursuant to this Section 5.6, 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 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 and (ii) 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 (pro-rated in accordance
     with Section 4.2).

         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 hereof or otherwise, then
     such employment shall be at will.

     6.  Effect of Termination. The provisions of this Section 6 shall apply in
the event of termination due to the expiration of the term, pursuant to
Section 5 or otherwise.

         6.1.   Payment in Full. Payment by the Company of any Base Salary,
     Bonus or other specified amounts that are due 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 and its Affiliates, on the one hand,
     and the Executive, on the other, with respect to any option plans, option

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     agreements, subscription agreements, stockholders agreements or other
     agreements to the extent said rights or obligations survive termination of
     employment under the provision of documents relating thereto.

         6.2.   Termination of Benefits. Except for continued medical insurance
     coverage provided pursuant to Sections 4.5.2 or 5.2 hereof and any right of
     continuation of health coverage at the Executive's cost to the extent
     provided by Sections 601 through 608 of ERISA, 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 if so provided herein or if necessary or
     desirable fully 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
     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 termination of employment.

     7.  Confidential Information; Intellectual Property.

         7.1.   Confidentiality. The Executive acknowledges that the Company and
     its Affiliates continually develop Confidential Information; 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 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 and its Affiliates) any
     Confidential Information obtained by the Executive incident to his
     employment or other association with the Company or any of 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 or 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 at the time his employment terminates, or at such earlier time or
     times as the Board or its designee may specify, all Documents then in the
     Executive's possession or control.

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         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 and agrees to assign 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 agrees to
     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 to assign the
     Intellectual Property to the Company and to permit the Company to enforce
     any patents, copyrights or other proprietary rights to the Intellectual
     Property. The Executive will not charge the Company for time spent in
     complying with these obligations. All copyrightable works that the
     Executive creates shall be considered "work made for hire".

     8.  Restricted Activities.

         8.1.   Agreement not to Compete with the Company. The Executive agrees
     that during the Executive's employment hereunder and for a period of
     twenty-four months following the date of termination thereof (the
     "Non-Competition Period"), he 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, 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 competes with, any
     business, venture or activity being conducted or actively being planned to
     be conducted by the Company or being conducted or known by the Executive to
     be actively being planned to be conducted by a group or division of the
     Company or by any of its Affiliates, at or prior to the date (the "Date of
     Termination") on which the Executive's employment under this Agreement is
     terminated, in the United States or any other geographic area where such
     business is being conducted or actively being planned to be conducted at or
     prior to the Date of Termination. Notwithstanding the foregoing, ownership
     of not more than five percent of any class of equity security of any
     publicly held corporation shall not, of itself, constitute a violation of
     this Section 8.

         8.2.   Agreement Not to Solicit Employees or Customers of the Company.
     The Executive agrees that during employment and during the Non-Competition
     Period he will not, directly or indirectly, (a) 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 (b)
     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.

                                      -11-

<PAGE>

     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 him 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 its 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 and
as provided elsewhere herein. For purposes of this Agreement, the following
definitions apply:

         11.1.  Affiliates. "Affiliates" shall mean the Principal Subsidiaries
     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 interests 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 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 of 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

                                      -12-

<PAGE>

     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 or 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 trade marks 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 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.

     13. Miscellaneous.

         13.1.  Assignment. Neither the Company nor the Principal Subsidiaries
     nor the Executive may make any assignment of 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 or any of the Principal
     Subsidiaries may assign its rights and obligations under this Agreement
     without the consent of the Executive in the event that the Company or such
     Principal Subsidiary 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" or a "Principal Subsidiary" 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, the Principal Subsidiaries and the Executive, and
     their respective successors, executors, administrators, 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

                                      -13-

<PAGE>

     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
     and the Principal Subsidiaries.

         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 (a) in the
     case of the Executive, to:

                Mr. David A. Brandon
                660 Barton Shore Drive
                Ann Arbor, MI 48105

         with a copy to:

                Ms. Margaret A. Hunter
                Dykema Gossett PLLC
                400 Renaissance Center
                Detroit, MI  48243-1668

     or, (b) in the case of the Company, at its principal place of business and
     to the attention of Board of Directors, with a copy to: Ropes & Gray, One
     International Place, Boston, MA 02110-1617, Attention: R. Newcomb
     Stillwell; or to such other address as either party may specify by notice
     to the other actually received.

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

                                      -14-

<PAGE>

         13.6.  Headings. The headings and captions in this Agreement are for
     convenience only and in no way define or describe the scope or content of
     any provision of this Agreement.

         13.7.  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.

         13.8.  Joint and Several Liability. The Company and the Principal
     Subsidiaries shall be jointly and severally liable for all payment
     obligations of the Company pursuant to this Agreement.

         13.9.  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.

         13.10. 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.

                                      -15-

<PAGE>

     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:                              TISM, INC.


                                          By:     /s/ Harry J. Silverman
                                             ----------------------------------
                                                    Harry J. Silverman
                                                      Vice President


PRINCIPAL SUBSIDIARIES:                   DOMINO'S, INC.


                                          By:     /s/ Harry J. Silverman
                                             ----------------------------------
                                                     Harry J. Silverman
                                                       Vice President


                                          DOMINO'S PIZZA, LLC


                                          By:     /s/ Harry J. Silverman
                                             ----------------------------------
                                                   Harry J. Silverman
                                                      Vice President


THE EXECUTIVE:                            By:      /s/ David A. Brandon
                                             ----------------------------------
                                                     David A. Brandon


<PAGE>

                                   Exhibit 3.2
                                   -----------

                                DAVID A. BRANDON
                                ----------------

                               CURRENT ACTIVITIES
                               ------------------
                                   (June 2003)

I.   FOR PROFIT CORPORATION BOARDS:
     -----------------------------

     A.  The TJX Companies, Inc. (Director)
     B.  Edwards Brothers (Director)

II.  NOT-FOR-PROFIT CORPORATION BOARDS:
     ---------------------------------

     A.  Institute for Preventative Medicine (Advisory Board)
     B.  America's Thanksgiving Day Parade Co. (Director)
     C.  Purple Rose Theater (Director)
     D.  St. Jude Hospital (Advisory Board)
     E.  David A. Brandon Foundation (Director)
     F.  Detroit Renaissance Board (Director)

III. UNIVERSITY OF MICHIGAN INVOLVEMENT:
     ----------------------------------

     A.  Regent
     B.  Business School Visiting Committee
     C.  Mott's Childrens Hospital - Advisory Board
     D.  Michigan Urologic Center, Executive Advisory Board (Chairman)

IV.  CONSULTING AGREEMENT:
     --------------------

     A.  Valassis Communications, Inc.

V.   POLITICAL ACTIVITIES:
     --------------------

     Republican Party
         1.  Precinct Delegate
         2.  State Committee Member

<PAGE>

                                   Exhibit A-1
                                   -----------

                            OUTSTANDING COMMON STOCK

400,000 Shares of TISM Class A-3 Common Shares
44,444 Shares of TISM Class L Common Shares

Options to purchase 1,762,516 Class A-3 Common Shares

<PAGE>

                                   Exhibit A-2
                                   -----------

                                   OPTION PLAN

<PAGE>

                                   Exhibit A-3
                                   -----------

                            FORM OF OPTION AGREEMENT

<PAGE>

                                   Exhibit A-4
                                   -----------

                             STOCKHOLDERS AGREEMENT

<PAGE>

                                    Exhibit B
                                    ---------

                 D&O INSURANCE AND PERSONAL LIABILITY PROTECTION

     The Company will provide the Executive with the coverage described in this
Exhibit B or such other coverage as the Company shall from time to time select
that shall be not substantially less favorable to the Executive than the
coverage described herein.