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                                                                   EXHIBIT 10.37

                              EMPLOYMENT AGREEMENT


         This Employment Agreement is made as of January 1, 2002, by Domino's
Pizza LLC, a Michigan corporation (the "Company") with Patrick W. Knotts (the
"Executive").

                                    RECITALS
                                    --------

         1.    The Executive has experience and expertise required by the
               Company and its Affiliates.

         2.    Subject to the terms and conditions hereinafter set forth, the
               Company therefore wishes to employ the Executive as its Executive
               Vice President - Corporate Operations and the Executive wishes to
               accept such employment.

                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, for valid consideration received, the parties agree as
follows:

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

         2.    Term. This Agreement shall commence on the date hereof and shall
               remain in effect for an indefinite time until terminated by
               either party as set forth in Section 5 hereof.

         3.    Capacity and Performance.
               ------------------------

               3.1    Offices. During the Term, the Executive shall serve the
               Company in the office of Executive Vice President - Corporate
               Operations. The Executive shall have such other powers, duties
               and responsibilities consistent with the Executive's position as
               Executive Vice President - Corporate Operations as may from time
               to time be prescribed by the Chief Executive Officer of the
               Company ("CEO").

                                      -1-

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               3.2    Performance. During the Term, 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/her
               ability, his/her duties and responsibilities hereunder. During
               the Term, the Executive shall devote his/her full business time
               exclusively to the advancement of the business and interests of
               the Company and its Affiliates and to the discharge of his/her
               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/she currently
               holds and has disclosed to the CEO in Exhibit 3.2 hereof and
               except as otherwise may be approved in advance by the CEO.

         4.    Compensation and Benefits. During the Term, 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, the Executive shall receive the following:

               4.1    Base Salary. The Company shall pay the Executive a base
                      salary at the rate of Two Hundred Eighty Five Thousand
                      Dollars ($285,000) per year, payable in accordance with
                      the payroll practices of the Company for its executives
                      and subject to such increases as the Board of Directors of
                      the Company or the Compensation Committee (the "Board") in
                      its sole discretion may determine from time to time (the
                      "Base Salary").

               4.2    Bonus.
                      -----

                      (a)    Formula Bonus. Subject to Section 5 hereof, the
                      Executive shall be paid an annual bonus in each fiscal
                      year that he/she is an employee (the "Bonus"). The
                      Executive shall have a Bonus target of 100% of Base Salary
                      (the "Target") which shall be based upon the Company's
                      achievement of annual targets as recommended by the CEO
                      and approved by the Board. No Bonus shall be paid unless
                      90% of the Target is exceeded in the applicable fiscal
                      year. The Executive shall receive one-tenth of one percent
                      (0.1%) of his/her Base Salary for every one hundredth of
                      one percent (0.01%) (rounded to the nearest hundredth) in
                      excess of 90% of the Target that is achieved in the
                      applicable fiscal year. By way of example only, if 100% of
                      the Target is achieved, Executive is entitled to a Bonus
                      under this Section 4.2(a) equal to 100% of Executive's
                      Base Salary.

                      (b)    Discretionary Bonus The Executive shall also be
                      eligible for an annual discretionary bonus, the amount of
                      which is determined in the sole discretion of the CEO
                      based on subjective and objective criteria established by
                      the CEO, of up to 25% of Base Salary.

                                      -2-

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                      (c)    Pro-Ration Anything to the contrary in this
                      Agreement notwithstanding, any Bonus payable to the
                      Executive in this Agreement for any period of service less
                      than a full year 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.

               4.3    Vacations. During the Term, the Executive shall be
               entitled to four weeks of vacation per calendar year, 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.

               4.4    Other Benefits. During the Term and subject to any
               contribution therefor required of executives of the Company
               generally, 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 generally (except to the extent such
               plans are in a category of benefit otherwise provided the
               Executive hereunder). Such participation shall be subject to (i)
               the terms of the applicable plan documents and (ii) generally
               applicable policies of the Company. The Company may alter,
               modify, add to or delete any aspects of its employee benefit
               plans at any time as the Board, in its sole judgment, determines
               to be appropriate.

               4.5    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 and dues for
               industry-related association memberships, incurred or paid by the
               Executive in the performance of his/her duties and
               responsibilities hereunder, subject to (i) any expense policy of
               the Company set by the Board from time to time, and (ii) such
               reasonable substantiation and documentation requirements as may
               be specified by the Board or CEO from time to time.

               4.6    Airline Clubs. Upon receiving the prior written approval
               of the CEO authorizing the Executive to join a particular airline
               club, the Company shall pay or reimburse the Executive for dues
               for not less than two nor more than four airline clubs, provided
               such club memberships serve a direct business purpose and subject
               to such reasonable substantiation and documentation requirements
               as to cost and purpose as may be specified by the CEO from time
               to time.

                                      -3-

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               4.7    Physicals. The Company shall annually pay for or reimburse
               the Executive for the cost of a physical examination and health
               evaluation performed by a licensed medical doctor, subject to
               such reasonable substantiation and documentation requirements as
               to cost as may be specified by the Board or CEO from time to
               time.

         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, the Executive's employment
               hereunder shall immediately and automatically terminate. In the
               event of the Executive's retirement after the age of 65 with the
               prior consent of the Board or death during the Term, 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 Executive's 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 earned but unpaid
               during the fiscal year of such retirement or death (prorated 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/her
                      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/her duties and responsibilities hereunder for an
                      aggregate of 120 days during any period of 365 consecutive
                      calendar days.

                                      -4-

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                      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 until the termination of his/her
                      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. 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 (prorated in accordance with
                      Section 4.2). During the 18-month period from the date of
                      such eligibility or termination, 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.

                      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, 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 in
                      accordance with Section 4.4 and the terms of such plans,
                      until the termination of his/her employment. During the
                      18-month period from the date of eligibility or
                      termination, whichever shall first occur, the Company
                      shall contribute to the cost of the Executive's
                      participation in group medical plans of the Company,
                      provided that the Executive is entitled to continue such
                      participation under applicable law and plan terms.

                                      -5-

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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/her 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/her 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) Executive's willful
               failure to perform (other than by reason of disability), or gross
               negligence in the performance of his/her duties to the Company or
               any of its Affiliates and the continuation of such failure or
               negligence for a period of ten (10) days after notice to the
               Executive; (ii) the Executive's willful failure to perform (other
               than by reason of disability) any lawful and reasonable directive
               of the CEO; (iii) the commission of fraud, embezzlement or theft
               by the Executive with respect to the Company or any of its
               Affiliates; or (iv) 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. Anything to the
               contrary in this Agreement notwithstanding, upon the giving of
               notice of termination of the Executive's employment hereunder for
               Cause, the Company and its Affiliates 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.

                                      -6-

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               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, the Company shall pay the Executive: (i) Base
               Salary earned but unpaid through the date of termination, plus
               (ii) 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) for a period
               of twelve (12) months ("Severance Term"), 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
               (prorated in accordance with Section 4.2).

               5.5    By the Executive for Good Reason. The Executive may
               terminate 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 Reason" for
               termination by the Executive: (i) any material diminution in the
               nature and scope of the Executive's responsibilities, duties,
               authority or title; (ii) material failure of the Company to
               provide the Executive the Base Salary and benefits in accordance
               with the terms of Section 4 hereof; or (iii) relocation of the
               Executive's office to a location 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 employment hereunder at any time upon 90 days
               written notice to the Company. In the event of termination of the
               Executive's employment pursuant to this Section 5.6, the CEO or
               the Board may elect to waive the period of notice or any portion
               thereof. The Company will pay the Executive his/her 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 and its Affiliates shall have no further obligation
               or liability to the Executive, other than (i) payment to the
               Executive of his/her Base Salary for the period (or portion of
               such period) indicated above, (ii) continuation of the provision
               of the benefits set forth in Section 4.4 for the period (or
               portion of such period) indicated above, and (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.

               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 or otherwise, then such employment shall be at will.

                                      -7-

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         6.    Effect of Termination of Employment. The provisions of this
               Section 6 shall apply in the event of termination of Executive's
               employment, pursuant to Section 5, or otherwise.

               6.1    Payment in Full. Payment by the Company or its Affiliates
               of any Base Salary, Bonus or other specified amounts that are due
               to 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 or its Affiliates, on the
               one hand, and the Executive, on the other, with respect to any
               option plans, option agreements, subscription agreements,
               stockholders agreements or other agreements to the extent said
               rights or obligations therein survive termination of employment.

               6.2    Termination of Benefits. If Executive is terminated by the
               Company without Cause, or terminates employment with the Company
               for Good Reason, and provided that Executive elects continuation
               of health coverage pursuant to Section 601 through 608 of the
               Employee Retirement Income Security Act of 1974, as amended
               ("COBRA"), Company shall pay Executive an amount equal to the
               monthly COBRA premiums for the Severance Term; provided further,
               such payment will cease upon Executive's entitlement to other
               health insurance without charge. Except for medical insurance
               coverage continued pursuant to Section 5.2 hereof, all other
               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
               employment.

               6.3    Survival of Certain Provisions. Provisions of this
               Agreement shall survive any termination of employment if so
               provided herein or if necessary 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
               his/her 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.

                                      -8-

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         7.    Confidential Information; Intellectual Property.
               -----------------------------------------------

               7.1    Confidentiality. The Executive acknowledges that the
               Company and its Affiliates continually develop Confidential
               Information (as that term is defined in Section 11.2, below);
               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 his/her 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/her duties and responsibilities to the Company) any
               Confidential Information obtained by the Executive incident to
               his/her employment or other association with the Company and its
               Affiliates. The Executive understands that this restriction shall
               continue to apply after 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 and 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 and its Affiliates at the time employment terminates,
               or at such earlier time or times as the Board or CEO designee may
               specify, all Documents then in the Executive's possession or
               control.

               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 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 shall 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 or its Affiliates to
               assign the Intellectual Property to the Company and to permit the
               Company and its Affiliates to enforce any patents, copyrights or
               other proprietary rights to the Intellectual Property. The
               Executive will not charge the Company or its Affiliates for time
               spent in complying with these obligations. All copyrightable
               works that the Executive creates shall be considered "Work For
               Hire" under applicable laws.

                                      -9-

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         8.    Restricted Activities.
               ---------------------

               8.1    Agreement Not to Compete With the Company. During the
               Executive's employment hereunder and for a period of 24 months
               following the date of termination thereof (the "Non-Competition
               Period"), the Executive 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, member,
               manager, 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 in any
               material respect competes with the following enumerated business
               activities to the extent then being conducted or being planned to
               be conducted by the Company or its Affiliates or being conducted
               or known by the Executive to being planned to be conducted by the
               Company or by any of its Affiliates, at or prior to the date on
               which the Executive's employment under this Agreement is
               terminated (the "Date of Termination"), in the United States or
               any other geographic area where such business is being conducted
               or being planned to be conducted at or prior to the Date of
               Termination (a "Competitive Business", defined below). For
               purposes of this Agreement, "Competitive Business" shall be
               defined as: (i) any company or other entity engaged as a "quick
               service restaurant" ("QSR") which offers pizza for sale; (ii) any
               "quick service restaurant" which is then contemplating entering
               into the pizza business or adding pizza to its menu; (iii) any
               entity which at the time of Executive's termination of employment
               with the Company, offers, as a primary product or service,
               products or services then being offered by the Company or which
               the Company is actively contemplating offering; and (iv) any
               entity under common control with an entity included in (i), (ii)
               or (iii), above. Notwithstanding the foregoing, ownership of not
               more than 5% of any class of equity security of any publicly
               traded corporation shall not, of itself, constitute a violation
               of this Section 8.1.

               8.2    Agreement Not to Solicit Employees or Customers of the
               Company. During employment and during the Non-Competition Period
               the Executive will not, directly or indirectly, (i) 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 (ii) 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.

                                      -10-

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         9.    Enforcement of Covenants. The Executive acknowledges that he/she
               has carefully read and considered all the terms and conditions of
               this Agreement, including without limitation the restraints
               imposed upon his/her 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/she 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 it 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/her 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/her 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 or as specifically defined elsewhere in this
               Agreement. For purposes of this Agreement, the following
               definitions apply:

               11.1   Affiliates. "Affiliates" shall mean TISM, Inc., Domino's,
               Inc. 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-

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               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 interest 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 to 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 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 and 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
               trademarks 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 activities 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.

                                      -12-

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         13.   Miscellaneous.
               -------------

               13.1   Assignment. Neither the Company nor the Executive may
               assign 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 may assign its rights and
               obligations under this Agreement without the consent of the
               Executive in the event that the Company 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" 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 and the Executive, and
               their respective successors, executors, administrators,
               representatives, 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 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.

               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 (i) in the case of the Executive, to:
               ____________________ at ________________________________________,
               and (ii) in the case of the Company, to the attention of Mr.
               David A. Brandon, CEO, at 30 Frank Lloyd Wright Drive, Ann Arbor,
               Michigan 48106, or to such other address as either party may
               specify by notice to the other actually received.

                                      -13-

<PAGE>

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

               13.6   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.

               13.7   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.

               13.8   Consent to Jurisdiction. Each of the Company and the
               Executive evidenced by the 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/she is not subject personally to the
               jurisdiction of the above-named courts, that its or his/her
               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.

                                      -14-

<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:                           DOMINO'S PIZZA LLC


                                       By: /s/ DAVID A. BRANDON
                                          --------------------------------------
                                       Name:  David A. Brandon
                                       Title: Chief Executive Officer


THE EXECUTIVE:                         /s/ PATRICK W. KNOTTS
                                       -----------------------------------------
                                       Name:  Patrick W. Knotts

                                      -15-

<PAGE>

                                   EXHIBIT 3.2
                                   -----------

            (None, unless additional information is set forth below.)

                                      -16-