Exhibit 10.12

                       FOURTH AMENDMENT TO LOAN AGREEMENT


     THIS FOURTH AMENDMENT TO LOAN AGREEMENT ("Amendment") is entered into as of
July 19, 2011, by and among NOBLE ROMAN'S, INC., an Indiana corporation,
PIZZACO, INC., an Indiana corporation and N.R. REALTY, INC., an Indiana
corporation (individually and collectively, as the context requires, with such
determination to be made by Lender in its Sole Discretion, "Borrower"), and
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender").

                                 R E C I T A L S

     A. Borrower and Lender have entered into that certain Loan Agreement dated
as of August 25, 2005 as amended by First Amendment to Loan Agreement dated as
of February 4, 2008 and Second Amendment to Loan Agreement entered into on
November 9, 2010 but effective as of October 1, 2010 and Third Amendment to Loan
Agreement entered into on March 14, 2011 but effective as of March 1, 2011 (as
so amended and as amended from time to time, the "Loan Agreement").

     B. Borrower has defaulted in the payment of principal payments of the Loan
in the amount of $125,000 each that were due and payable on May 1, 2011, June 1,
2011 and July 1, 2011 (the "Existing Defaults").

     C. Borrower has requested that Lender waive the Existing Defaults, and
Lender is prepared to do so on the condition that the Loan Agreement and other
Loan Documents be amended and modified as herein provided, including without
limitation to change the Maturity Date from August 31, 2013 to October 1, 2012,
to change the amounts of the Required Principal Amortization Payments, to
increase the Applicable Rate after June 1, 2012, to provide for the payment to
Lender of any payments received by or on behalf of Borrower in connection with
certain pending litigation, and as otherwise herein provided.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender hereby
covenant and agree as follows:

     1. Definitions. Capitalized terms used herein and not defined herein shall
have the meanings provided therefor in the Loan Agreement.

     2. Amendments to Loan Agreement. Effective as of the Fourth Amendment
Closing Date:

          (a) Section 1.01 of the Loan Agreement is hereby amended by amending
     and restating the following definitions in their entirety as follows:


<PAGE>

                  "Applicable Rate" means an interest rate per annual equal to
                  (a) 4.25% through and including June 1, 2012, and (b) 7.25%
                  thereafter.

                  "Base Rate" means the LIBOR Market Index Rate; provided, that
                  if for any reason the LIBOR Market Index Rate is unavailable,
                  Base Rate shall mean the sum of the per annum rate of interest
                  equal to the Federal Funds Rate plus one and one-half of one
                  percent (1.50%).

                  "Interest Rate" means (a) a variable interest rate per annum
                  equal to the Applicable Rate plus the Adjusted LIBO Rate, or
                  (b) in the circumstances, and for the periods, described in
                  Section 3.02 and 3.03, a variable interest rate per annum
                  equal to the Base Rate plus the Applicable Rate.

                  "Maturity Date" means October 1, 2012.

                  "Principal Agreement" or "Principal Agreements" shall mean (i)
                  any Distribution Agreement, (ii) any Manufacturing Agreement
                  and (iii) any other agreement to which Borrower or any
                  Subsidiary is a party under which the annual expenditures or
                  annual receipts by Borrower or such Subsidiary exceed, or are
                  reasonably expected to exceed, $100,000.

                  "Required Principal Amortization Payment" means on each date
                  set forth below the corresponding amount set forth below.

                                 Date                              Amount
                                 ----                              ------
                                 August 1, 2011                  $100,000
                                 September 1, 2011               $100,000
                                 October 1, 2011                 $125,000
                                 November 1, 2011                $125,000
                                 December 1, 2011                $125,000
                                 January 1, 2012                 $125,000
                                 February 1, 2012                $200,000
                                 March 1, 2012                   $200,000
                                 April 1, 2012                   $200,000
                                 May 1, 2012                     $200,000
                                 June 1, 2012                    $200,000
                                 July 1, 2012                    $200,000
                                 August 1, 2012                  $200,000
                                 September 1, 2012               $200,000
                                 October 1, 2012               $1,675,000

          (b) Section 1.01 of the Loan Agreement is hereby amended by inserting
     the following new definitions in their proper alphabetical order:


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<PAGE>

                  "Assignment of Distribution Agreements" means the Collateral
                  Assignment of Distribution Agreements dated as of the date of
                  the Fourth Amendment by Borrower in favor of Lender.

                  "Assignment of Franchise Agreements" means the Collateral
                  Assignment of Franchise Agreements dated as of the date of the
                  Fourth Amendment by Borrower in favor of Lender.

                  "Assignment of Manufacturing Agreements" means the Collateral
                  Assignment of Manufacturing Agreements dated as of the date of
                  the Fourth Amendment by Borrower in favor of Lender.

                  "Distribution Agreement" means an agreement between Borrower
                  and any third party pursuant to which such third party
                  distributes proprietary or other products and items to
                  franchisees and other businesses licensed or authorized to
                  sell Borrower's proprietary products.

                  "Fourth Amendment" means the Fourth Amendment to Loan
                  Agreement dated as of July 19, 2011 between Borrower and
                  Lender.

                  "Fourth Amendment Closing Date" means the first date that all
                  the conditions precedent set forth in the Fourth Amendment are
                  satisfied.

                  "Franchisee Lawsuit" means the lawsuit captioned "Heyser et
                  al v. Noble Roman's Inc. et al" pending in the Superior
                  Court of Hamilton County, Indiana, No. 2901-806-PL-739.

                  "Franchisee Lawsuit Rights" has the meaning specified in
                  Section 8.02.

                  "LIBOR Market Index Rate" means, for any day, LIBO Rate as of
                  that day for an interest period of one-month determined at
                  approximately 12:00 noon, New York time for such day (or if
                  such day is not a Business Day, the immediately preceding
                  Business Day). The LIBOR Market Index Rate shall be determined
                  on a daily basis.

                  "Manufacturing Agreement" means an agreement between Borrower
                  and any third party pursuant to which such third party
                  manufactures or otherwise supplies products used in the
                  business of Borrower or franchisees or other businesses
                  licensed or authorized to sell Borrower's proprietary
                  products.

                  "Material Manufacturing Agreement" means the following
                  agreements (and any extensions, amendments, modifications,
                  restatements or replacements thereof):

          (a) Manufacturing Agreement effective as of January 1, 2007 between
     Goglanian Bakeries, Inc. and NRI, as amended by First Amendment dated as of
     July 13, 2011;


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<PAGE>

          (b) Manufacturing and Supply Agreement between Neil Jones Food Company
     (executed by it on August 3, 2010) and NRI (executed by it on August 4,
     2010);

          (c) Supply Agreement effective as of January 1, 2011 between Leprino
     Foods Dairy Products Company and NRI; and

          (d) Manufacturing and Supply Agreement effective January 1, 2011
     between Nestle USA, Inc. and NRI.

          (c) The parties acknowledge and agree that the Deferred Principal has
     been incorporated into the other principal payments provided for herein, no
     separate payments of Deferred Principal shall be required after the Fourth
     Amendment Closing Date, and the definition of "Deferred Principal" is
     hereby deleted from Section 1.01 of the Loan Agreement.

          (d) Section 2.03(b) is hereby amended by deleting the following
     clauses at the end of the first sentence thereof:

                  ; and provided, further, that the Required Monthly
                  Amortization Payments due and payable on March 1, 2011 and
                  April 1, 2011 shall each be in the amount of $25,000.00.

          (e) Section 2.03(d) of the Loan Agreement is hereby amended and
     restated in its entirety as follows.

          (d) Additional Principal Payment; Application of Payments. Borrower
     shall pay to Lender on the Fourth Amendment Closing Date a principal
     payment of the Loan in the amount of $225,000. All principal payments after
     the Fourth Amendment Closing Date (other than Required Principal
     Amortization Payments) shall be applied to the Required Principal
     Amortization Payments in the inverse order of their maturity.

          (f) Section 5.25 is hereby amended by adding the following sentence at
     the end thereof:

                  Borrower does not own, hold or have any interest in any patent
                  or trademark other than those identified in Schedule 5.25.

          (g) Section 6.18 of the Loan Agreement is hereby amended by adding the
     following sentence at the end thereof:

                  The interest rate swap or transaction between Lender and
                  Borrower evidenced by ISDA Confirmation dated February 12,
                  2008 (No. 308558) shall (unless sooner terminated) terminate
                  on the Maturity Date, and all payments required to be made


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<PAGE>

                  thereunder shall be paid upon such termination in accordance
                  with the terms of such agreement.

          (h) The following new Sections 6.21, 6.22 and 6.23 are hereby added to
     the Loan Agreement:

                           6.21 Franchisee Lawsuit. Pay or cause to be paid to
                  Lender, as a principal payment of the Loan, to be applied in
                  accordance with the last sentence of Section 2.03(d), all
                  payments received by or on behalf of Borrower with respect to
                  the Franchisee Lawsuit, whether by judgment, settlement or
                  otherwise (net of Borrower's reasonable attorneys' fees and
                  expenses in connection with such litigation not to exceed
                  $200,000 in the aggregate).

                           6.22 Notice of Resumption of Salary Payments. Provide
                  Lender not less than thirty (30) days' written notice prior to
                  Borrower's resumption of salary payments that certain officers
                  of Borrower have elected to forego.

                           6.23 Principal Agreements. Furnish to Lender (a)
                  promptly upon the execution and delivery thereof, a copy of
                  any Manufacturing Agreement and any amendment to any
                  Manufacturing Agreement (without regard to whether this
                  Agreement requires Lender's consent thereto) and (b) promptly
                  upon Lender's request from time to time, copies of any other
                  Principal Agreements.

          (i) Section 7.06(j) of the Loan Agreement is hereby amended and
     restated in its entirety as follows:

                           7.06 Restricted Payments. Directly or indirectly,
                  declare, or pay or make any Restricted Payment, or set aside
                  or otherwise deposit or invest any sums for such purpose, or
                  agree to do any of the foregoing; provided, however, that (a)
                  any Subsidiary of NRI may make Restricted Payments to NRI, (b)
                  as long as no Event of Default has occurred that is
                  continuing, NRI may pay dividends to the holders of its
                  preferred stock not to exceed $25,000 in any fiscal quarter
                  (except to the extent that NRI is contractually obligated to
                  pay amounts in excess thereof) but may not pay any common
                  stock dividends and (c) as long as no Event of Default has
                  occurred that is continuing, NRI may make payments of interest
                  (but not principal) when due under the Promissory Note held by
                  Paul W. Mobley identified in Schedule 5.05.

          (j) Section 7.12(ii) of the Loan Agreement is hereby amended and
     restated in its entirety as follows:

                           (ii) Amend, modify, restate, substitute or replace
                  any other Principal Agreement or any term or provision thereof
                  (or consent thereto) without the consent of Lender except (i)
                  in the ordinary course of business, (ii) without shortening
                  the term or affecting any renewal option, (iii) without


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<PAGE>

                  increasing any payment obligations thereunder and (iv) without
                  modifying any of the other terms or provisions thereof in any
                  material respect.

          (k) The following new Section 8.02 is hereby added to the Loan
     Agreement:

                           8.02 Franchisee Lawsuit. Borrower acknowledges and
                  agrees that the Collateral includes, without limitation, all
                  claims, rights and interests of Borrower with respect to the
                  Franchisee Lawsuit and any recovery thereunder or proceeds
                  thereof, whether by Judgment, settlement or otherwise
                  (collectively, the "Franchisee Lawsuit Rights"). Borrower
                  hereby authorizes Lender to file Financing Statements
                  identifying the Franchisee Lawsuit Rights as Collateral.

          (l) Section 10.01 is hereby amended by deleting the period at the end
     of subsection (l), replacing it with "; or " and adding thereafter the
     following new subsections (m), (n) and (o):

                           (m) Manufacturing Agreements. Any Material
                           Manufacturing Agreement expires or for any reason
                           terminates or is terminated (except if such Material
                           Manufacturing Agreement is extended on substantially
                           the same terms and conditions without any material
                           interruption of the manufacturer's performance)
                           unless within thirty (30) days a new Manufacturing
                           Agreement is entered into by Borrower with a
                           manufacturer of the same products and on
                           substantially the same terms and conditions as those
                           in the expired or terminated Material Manufacturing
                           Agreement;

                           (n) Distribution Agreements. During any period of
                           twelve (12) consecutive months, Distribution
                           Agreements with three or more distributors shall
                           expire or for any reason terminate or be terminated,
                           except if such Distribution Agreement is extended or
                           replaced with an agreement with the same distributor
                           on substantially the same terms and conditions
                           without any material interruption in the
                           distributor's performance; or

                           (o) Franchised Units. During any period of twelve
                           (12) consecutive months, more than twenty percent
                           (20%) of the Franchised Units in operation at the
                           beginning of such period shall for any reason cease
                           to be operated as Franchised Units.

          (m) Schedules 5.05, 5.06, 5.08, 5.13, 5.17, 5.18, 5.23, 5.24, 5.25,
     6.07, 6.14, 7.01, 7.03 and 14.02 to the Loan Agreement are replaced by the
     Schedules attached hereto.

          (n) Exhibit B. Exhibit B to the Loan Agreement is replaced by Exhibit
     B attached hereto.


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<PAGE>

     3. Amendment Fee. In addition to any other amounts payable under this
Amendment, any other Loan Document or the Fee Letter, Borrower shall pay to
Lender, on or before the Fourth Amendment Closing Date, a fee in the amount of
$21,000. Such fee shall be fully earned when paid and shall not be refundable
for any reason whatsoever.

     4. Conditions Precedent to Effectiveness of this Amendment. The
effectiveness of this Amendment is subject to satisfaction of the following
conditions precedent:

          (a) Lender's receipt of the following, each of which shall be
     originals or facsimiles (followed promptly by originals) unless otherwise
     specified, each properly executed by a Responsible Officer of the signing
     Loan Party, each dated the Fourth Amendment Closing Date (or, in the case
     of certificates of governmental officials, a recent date before the Fourth
     Amendment Closing Date) and each in form and substance satisfactory to
     Lender and its legal counsel:

                           (i) executed counterparts of this Amendment, the
                           Assignment of Distribution Agreements, the Assignment
                           of Franchise Agreements and the Assignment of
                           Manufacturing Agreements;

                           (iii) written acknowledgments by each of the
                           manufacturers that is a party to any Material
                           Manufacturing Agreement in the form provided for in
                           the Assignment of Manufacturing Agreements, together
                           with copies of all Manufacturing Agreements;

                           (iii) the written agreement of Bose McKinney & Evans,
                           LLP, Borrower's counsel in the Franchisee Lawsuit,
                           acknowledging the terms of Section 6.21 of the Loan
                           Agreement and including the agreement of such counsel
                           to provide notice to Lender of any payment received
                           by such counsel or, to such counsel's knowledge, by
                           Borrower in connection with the Franchisee Lawsuit,
                           whether by Judgment, settlement or otherwise, and to
                           pay to Lender, for and on behalf of Borrower, any
                           amount received by such counsel in connection with
                           the Franchisee Lawsuit, whether by judgment,
                           settlement or otherwise, less any reasonable fees and
                           expenses of such counsel with respect to the
                           Franchisee Lawsuit not to exceed the aggregate amount
                           provided for in Section 6.21.

                           (iv) a certificate of Borrower certifying that all
                           Collateral (including but not limited to recipes,
                           proprietary products, Franchisee Lawsuit Rights
                           (except for the right of the insurance carrier that
                           has paid a portion of Borrower's attorneys' fees in
                           connection with the Franchisee Lawsuit to
                           reimbursement for such payment from any amounts
                           received by Borrower with respect to the Franchisee
                           Lawsuit), Distribution Agreements, Manufacturing
                           Agreements and other Principal Agreements) is owned
                           solely by Borrower and not by any other Person,
                           together with such supporting evidence of such
                           ownership as Lender may require.


                                       7
<PAGE>

                           (v) such certificates of resolutions or other action,
                           incumbency certificates and/or other certificates of
                           Responsible Officers of each Loan Party as Lender may
                           require evidencing the identity, authority and
                           capacity of each Responsible Officer thereof
                           authorized to act as a Responsible Officer in
                           connection with this Amendment and the other Loan
                           Documents to which such Loan Party is a party;

                           (vi) such documents and certifications as Lender may
                           reasonably require to evidence that each Loan Party
                           is duly organized or formed, and that Borrower and
                           each other Loan Party executing any of the Loan
                           Documents is validly existing, in good standing and
                           qualified to engage in business in each jurisdiction
                           where its ownership, lease or operation of properties
                           or the conduct of its business requires such
                           qualification;

                           (vii) a certificate signed by a Responsible Officer
                           of each Loan Party either (A) attaching copies of all
                           consents, licenses and approvals required in
                           connection with the execution, delivery and
                           performance by, and the validity against, such Loan
                           Party of the Loan Documents to which it is a party,
                           which consents, licenses and approvals shall be in
                           full force and effect or (B) stating that no such
                           consents, licenses or approvals are so required;

                           (viii) a certificate signed by a Responsible Officer
                           of Borrower certifying (A) that the conditions
                           specified in Sections 4(d) and (e) below have been
                           satisfied, and (B) that there has been no event or
                           circumstance since December 31, 2010 that has had or
                           could be reasonably expected to have, either
                           individually or in the aggregate, a Material Adverse
                           Effect (other than the Existing Defaults); and

                           (ix) such other assurances, certificates, documents
                           or consents as Lender reasonably may require.

          (b) Borrower shall have paid to Lender (i) the principal payment of
     the Loan in the amount of $225,000 provided for in Section 2.03(d) of the
     Loan Agreement and (ii) the fee in the amount of $21,000 provided for in
     Paragraph 3 of this Amendment.

          (c) Unless waived by Lender, Borrower shall have paid all Attorney
     Costs of Lender to the extent invoiced prior to or on the Fourth Amendment
     Closing Date, plus such additional amounts of Attorney Costs as shall
     constitute its reasonable estimate of Attorney Costs incurred or to be
     incurred by it through the closing proceedings (provided that such estimate
     shall not thereafter preclude a final settling of accounts between Borrower
     and Lender and provided further that the aggregate amount of all Attorney
     Costs of Lender payable by Borrower in connection with the execution and
     delivery of this Fourth Amendment and the closing proceedings shall not
     exceed $18,000).


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<PAGE>

          (d) The representations and warranties of Borrower and each other Loan
     Party contained in Article V of the Loan Agreement (as amended hereby) or
     any other Loan Document, or which are contained in any document furnished
     at any time under or in connection herewith or therewith, shall be true and
     correct on and as of the Fourth Amendment Closing Date, except to the
     extent that such representations and warranties specifically refer to an
     earlier date, in which case they shall be true and correct as of such
     earlier date.

          (e) No Default or Event of Default shall exist (other than the
     Existing Defaults).

     5. Outstanding Amount. The parties acknowledge and agree that, upon
Borrower's payment of the principal payment provided for in Paragraph 4(b)(i)
above, the Outstanding Amount of the Loan is $3,975,000.

     6. Waiver of Existing Defaults and Fee. Effective as of the Fourth
Amendment Closing Date, (a) Lender waives the Existing Defaults and (b) Lender
waives Borrower's obligation to pay the fee provided for in Section 2.05 of the
Loan Agreement.

     7. Ratification. The Loan Agreement, as amended by this Amendment and the
other Loan Documents are each hereby ratified and remain in full force and
effect. Nothing contained herein shall affect the priority of the lien of any
Loan Documents.

     8. Release. In consideration of Lender's entering into this Amendment,
Borrower hereby fully and unconditionally releases and forever discharges
Lender, and its respective directors, officers, employees, subsidiaries,
branches, affiliates, attorneys, agents, representatives, successors and assigns
and all persons, firms, corporations and organizations acting on any of their
behalves (collectively, the "Released Parties"), of and from any and all claims,
allegations, causes of action, costs or demands and liabilities, of whatever
kind or nature, from the beginning of the world to the date on which this
Amendment is executed, whether known or unknown, liquidated or unliquidated,
fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or
unmatured, suspected or unsuspected, anticipated or unanticipated, which any
Borrower or any Subsidiary has, had, claims to have or to have had or hereafter
claims to have or have had against the Released Parties by reason of any act or
omission on the part of the Released Parties, or any of them, on account of or
in any way related to the Loan Agreement, including the administration or
enforcement of the Loan Agreement occurring prior to the date on which this
Amendment is executed, including all such loss or damage of any kind heretofore
sustained or that may arise as a consequence of the dealings among the parties
up to and including the date on which this Amendment is executed (collectively,
all of the foregoing are the "Claims"). Borrower represents and warrants that it
has no knowledge of any Claim by it or by any Subsidiary against the Released
Parties or of any facts or acts or omissions of the Released Parties which on
the date hereof would be the basis of a Claim by it or by any Subsidiary or any
other Loan Party against the Released Parties which is not released hereby, and
Borrower represents and warrants that the foregoing constitutes a full and
complete release of all Claims by or on behalf of each Borrower and any


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<PAGE>

Subsidiary. The inclusion of a release provision in this Amendment shall not
give rise to any inference that, but for such release, any Claim otherwise would
exist.

     9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.



















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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                           NOBLE ROMAN'S INC.,
                           an Indiana corporation

                           By:      /s/ Paul Mobley
                                    --------------------------------------------
                                    Paul W. Mobley,
                                    Chairman of the Board and Chief Executive
                                    Officer

                           PIZZACO, INC., an Indiana corporation

                           By:      /s/ Paul Mobley
                                    --------------------------------------------
                                    Paul W. Mobley,
                                    Chairman of the Board and Chief Executive
                                    Officer

                           N.R. REALTY, INC., an Indiana corporation

                           By:      /s/ Paul Mobley
                                    --------------------------------------------
                                    Paul W. Mobley,
                                    Chairman of the Board and Chief Executive
                                    Officer




<PAGE>




                           WELLS FARGO BANK, NATIONAL ASSOCIATION

                           By:  /s/ Jared Myres
                                ------------------------------------------------
                           Name:  Jared Myres
                                  ----------------------------------------------
                           Title:  Vice President
                                   ---------------------------------------------


                           By:
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                           Name:
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                           Title:
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