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                                                                   EXHIBIT 10.38


                              EMPLOYMENT AGREEMENT


         This Employment Agreement is made as of January 1, 2002, by Domino's
Pizza LLC, a Michigan corporation (the "Company") with Michael D. Soignet (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 of Distribution 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 of
                  Distribution. The Executive shall have such other powers,
                  duties and responsibilities consistent with the Executive's
                  position as Executive Vice President of Distribution 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/ Michael D. Soignet
                                       -----------------------------------------
                                       Name: Michael D. Soignet


                                      -15-

<PAGE>

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


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


                                      -16-