FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
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     THIS  FIRST  AMENDMENT  TO  THE  THIRD  AMENDED AND RESTATED LOAN AGREEMENT
(hereinafter  referred to as the "AMENDMENT") is to be effective as of March 28,
2004,  between  PIZZA  INN,  INC., a Missouri corporation ("BORROWER") and WELLS
FARGO  BANK  (TEXAS),  NATIONAL ASSOCIATION, a national banking association (the
"BANK").
                                    RECITALS
                                    --------
A.     WHEREAS, Bank and Borrower entered into a Third Amended and Restated Loan
     Agreement,  dated  as of January 22, 2003, but effective as of December 29,
2002  (the  "LOAN  AGREEMENT").
B.     Bank  and  Borrower desire to amend the Loan Agreement as hereinafter set
forth.
     NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties,  intending  to  be  legally  bound, hereby agree as
follows:
ARTICLE  I
DEFINITIONS
Section 1.01.     Definitions.  Capitalized terms used in this Amendment, to the
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     extent  not otherwise defined herein, shall have the same meaning as in the
Agreement,  as  amended  hereby.
ARTICLE  II
AMENDMENTS
Section  2.01.     Amendment  to  Section 1.1.  Certain defined terms in Section
                   --------------------------                            -------
1.1  of  the  Loan  Agreement  are  hereby  amended  as  follows:
  -
(a)     "Default  Rate" means the lesser of (i) the Maximum Rate or (ii) the sum
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of  the  Prime  Rate  in  effect  from  day  to  day  plus five percent (5.00%).

(b)     "Facility  Fee"  means  Ten  Thousand and No/100th Dollars ($10,000.00).
         -------------

(c)     "LIBOR  Rate  Margin"  means  1.25%.
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(d)     "Prime  Rate  Margin"  means  0.00%.
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(e)     "Revolving  Credit  Commitment" means the obligation of the Bank to make
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Revolving  Credit Advances hereunder in an aggregate principal amount at any one
time  outstanding  up  to  but  not  exceeding Four Million and No/100th Dollars
($4,000,000.00),  as  the  same  may  be  terminated  pursuant  to Section 13.2.
                                                                   ------------

(f)     "Revolving Credit Note" means the Seventh Amended and Restated Revolving
         ---------------------
Credit Note executed by the Borrower and payable to the order of the Bank in the
aggregate  principal amount of the Revolving Credit Commitment, in substantially
the  form  of  Exhibit  A hereto, together with all amendments, modification and
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renewals  thereof.

(g)     "Termination  Date"  means  10:00  A.M. Dallas, Texas time on October 1,
         -----------------
2005,  or  such  earlier  date and time on which the Revolving Credit Commitment
terminates as provided in this Agreement; provided, however, if such date is not
a Business Day, the "Termination Date" shall be the first Business Day following
such  date.

(h)     A  new  definition  shall  be  inserted  after  "Subsidiary"  to read as
follows:

     "Tangible  Net Worth" means stockholders' equity minus the aggregate of any
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treasury stock, any intangible assets and any obligations due from stockholders,
employees  and/or  affiliates.

Section 2.02.     Amendment to Section 2.7.  Section 2.7 shall be deleted in its
                  ------------------------   -----------
     entirety  and  replaced  with  the  following:
     "Section  2.7     Commitment  Fee/Facility  Fee.
                       -----------------------------

     (a)     The  Borrower agrees to pay to the Bank a Commitment Fee (herein so
called)  on  the daily average unused amount of the Revolving Credit Commitment,
for  the  period  from and including the date of this Agreement to and including
the Termination Date, at the Commitment Fee Rate based on a 360 day year and the
actual  number  of days elapsed.  The accrued Commitment Fee shall be payable in
arrears  on  each  Monthly  Payment  Date  and on the Termination Date.  For the
purpose of calculating the Commitment Fee, the Revolving Credit Commitment shall
be  deemed  utilized  to the extent of all outstanding Revolving Credit Advances
and  Letter  of  Credit  Liabilities.

(b)     Borrower  also  agrees  to  pay  to  the  Bank annually the Facility Fee
payable  in  advance on each March 28th during the term of this Agreement and on
the  Termination  Date."

Section 2.03.     Amendment to Section 2.8.  Section 2.8 shall be deleted in its
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     entirety  and  replaced  with  the  following:
"Section  2.8     Intentionally  Deleted."
                  ----------------------

Section  2.04.     Amendment  to  Article XII, Financial Covenants.  Article XII
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shall  be  deleted  in  its  entirety  and  replace  with  the  following:
                                  "ARTICLE XII.

                               Financial Covenants
                               -------------------

     The  Borrower  covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or  any  Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  financial covenants, such
performance  and  observance to be evidenced and tested for compliance as of the
end  of  each  fiscal  quarter:

     Section 12.1.     Fixed Charge Coverage Ratio.  The Borrower will maintain,
                       ---------------------------
for  the  12-month period ending on the last day of each fiscal quarter, a Fixed
Charge  Coverage  Ratio  of  not  less  than  1.50  to  1.00.

     Section  12.2     Tangible  Net Worth.  Borrower will maintain at all times
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Tangible  Net  Worth  of  not  less than $5,500,000 plus 75% of net income after
taxes,  excluding  any  fiscal  quarters  in  which  net  income  is  negative.

     Section  12.3     Profitable  Operations.  Borrower  will not sustain (i) a
                       ----------------------
net  loss  in  excess  of $100,000 for any fiscal quarter, (ii) an aggregate net
loss  for  any  two (2) consecutive fiscal quarters, or (iii) a net loss for any
fiscal  year."

Section  2.05.     Amendment  to  Section  13.1(a).  Section  13.1(a)  shall  be
                   -------------------------------   ----------------
amended  by  deleting  the  words  "Section  2.8  or"  in  the  first  sentence.
                                    ------------
ARTICLE  III
CONDITIONS  PRECEDENT
Section 3.01.     Conditions.  The effectiveness of this Amendment is subject to
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     the satisfaction of the following conditions precedent, unless specifically
waived  by  Bank:
     (a)     Bank  shall have received the following documents, each in form and
substance  satisfactory  to  Bank:
(i)     This  Amendment,  duly  executed  by  Borrower;
(ii)     The Seventh Amended and Restated Revolving Credit Note duly executed by
Borrower;  and
(iii)     Officer's  Certificate dated as of the date of this Amendment, in form
and  substance  satisfactory to Bank, certified by the Secretary of the Borrower
certifying  among  other things, that the party signing this Amendment on behalf
of  the  Borrower  has  full  authority  to  do  so;
     (b)     The  representations  and  warranties contained herein, in the Loan
Agreement,  as amended hereby, and in each other Loan Document shall be true and
correct  as  of  the  date  hereof,  as  if  made  on  the  date  hereof;
(c)     No Event of Default shall have occurred and be continuing and no Default
shall  exist,  unless  such  Event  of  Default or Default has been specifically
waived  in  writing  by  Bank;
(d)     All  corporate  proceedings  taken  in  connection with the transactions
contemplated  by  this  Amendment and all documents, instruments and other legal
matters  incident  thereto,  shall  be  satisfactory  to  Bank;  and
(e)     Borrower  shall  have  paid  to  the  Bank  the  Facility  Fee.
ARTICLE  IV
RATIFICATIONS,  REPRESENTATIONS  AND  WARRANTIES
Section  4.01.     Ratifications.  The  terms  and  provisions set forth in this
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Amendment  shall  modify and supersede all inconsistent terms and provisions set
forth  in  the Loan Agreement and except as expressly modified and superseded by
this  Amendment,  the  terms  and provisions of the Loan Agreement and the other
Loan  Documents  are ratified and confirmed and shall continue in full force and
effect.  Borrower and Bank agree that the Loan Agreement, as amended hereby, and
     the  other  Loan  Documents  shall continue to be legal, valid, binding and
enforceable  in  accordance  with  their  respective  terms.
Section 4.02.     Representations and Warranties. Borrower hereby represents and
                  ------------------------------
warrants  to  Bank  as  follows:
     (a)     the  execution,  delivery and performance of this Amendment and any
and  all  other  Loan Documents executed and/or delivered in connection herewith
have  been  authorized by all requisite corporate action on the part of Borrower
and do not and will not conflict with or violate any provision of any applicable
law,  the  Articles  of  Incorporation  or  Bylaws of Borrower or any agreement,
document,  judgment,  license, order or permit applicable to or binding upon any
of the Borrower or its Collateral.  No consent, approval, authorization or order
of and no notice to or filing with, any court or governmental authority or third
person  is required in connection with the execution, delivery or performance of
this  Amendment  or  to  consummate  the  transactions  contemplated  hereby;
(b)     the  representations  and warranties contained in the Loan Agreement, as
amended  hereby,  and  any other Loan Document are true and correct on and as of
the  date  hereof  as  though  made  on and as of the date hereof, except to the
extent  such  representations  and  warranties  relate  to  an  earlier  date;
(c)     Borrower  is  in  full  compliance  with  all  covenants  and agreements
contained  in  the  Loan  Agreement,  as  amended  hereby,  and  the  other Loan
Documents;  and
(d)     Borrower  has  not  amended  its  Articles of Incorporation or Bylaws or
other  organizational  documents  since  the  date  of the execution of the Loan
Agreement.
ARTICLE  V
MISCELLANEOUS
Section  5.01.     Survival  of  Representations  and  Warranties.  All
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representations  and  warranties made in this Amendment or any other document or
documents  relating  thereto,  including,  without limitation, any Loan Document
furnished  in  connection  with  this Amendment, shall survive the execution and
delivery of this Amendment and the other Loan Documents, and no investigation by
     Bank  shall  affect the representations and warranties or the right of Bank
to  rely  upon  them.
Section  5.02.     Reference  to  Loan  Agreement.  Each  of the Loan Documents,
                   ------------------------------
including  the  Loan  Agreement  and  any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or  pursuant  to  the terms of the Loan Agreement, as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Loan Agreement shall
mean  a  reference  to  the  Loan  Agreement,  as  amended  hereby.
Section  5.03.     Expenses  of  Agent.  As  provided  in  the  Loan  Agreement,
                   -------------------
Borrower  agrees  to pay on demand all reasonable costs and expenses incurred by
Bank  in  connection  with  the  preparation,  negotiation and execution of this
Amendment  and the other Loan Documents executed pursuant hereto and any and all
amendments,  modifications,  and  supplements  hereto,  including,  without
limitation,  the  reasonable  costs  and  fees  of Bank's legal counsel, and all
reasonable  costs  and  expenses  incurred  by  Bank  in  connection  with  the
enforcement  or  preservation of any rights under the Loan Agreement, as amended
hereby,  or  any  other  Loan  Document,  including,  without  limitation,  the
reasonable  costs  and  fees  of  Bank's  legal  counsel.
Section 5.04.     RELEASE.  BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
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COUNTERCLAIM,  OFFSET,  CROSS-COMPLAINT,  CLAIM  OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER  THAT  CAN  BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY  TO  REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF
ANY  KIND  OR  NATURE  FROM THE BANK.  BORROWER HEREBY VOLUNTARILY AND KNOWINGLY
RELEASES  AND  FOREVER  DISCHARGES  BANK,  ITS  PREDECESSORS, AGENTS, EMPLOYEES,
DIRECTORS,  SUCCESSORS  AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR
UNKNOWN,  ANTICIPATED  OR  UNANTICIPATED,  SUSPECTED  OR  UNSUSPECTED,  FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART
ON  OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR
HEREAFTER HAVE AGAINST THE BANK, ITS PREDECESSORS, AGENTS, EMPLOYEES, DIRECTORS,
SUCCESSORS  AND  ASSIGNS,  IF  ANY,  AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE  OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING  FROM  ANY  OF  THE  OBLIGATIONS,  INCLUDING,  WITHOUT  LIMITATION,  ANY
CONTRACTING  FOR,  CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN  EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES  UNDER  THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR
AND  EXECUTION  OF  THIS  AMENDMENT.
Section 5.05.     Severability.  Any provision of this Amendment held by a court
                  ------------
of  competent  jurisdiction  to  be invalid or unenforceable shall not impair or
invalidate  the  remainder  of  this  Amendment  and the effect thereof shall be
confined  to  the  provision  so  held  to  be  invalid  or  unenforceable.
Section  5.06.     APPLICABLE  LAW.  THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
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EXECUTED  PURSUANT HERTO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN  DALLAS, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS  OF  THE  STATE  OF  TEXAS.
Section  5.07.     Successors  and  Assigns.  This Amendment is binding upon and
                   ------------------------
shall  inure to the benefit of Bank and Borrower and their respective successors
and  assigns,  except  Borrower  may not assign or transfer any of its rights or
obligations  hereunder  without  the  prior  written  consent  of  Bank.
Section  5.08.     Counterparts.  This  Amendment may be executed in one or more
                   ------------
counterparts,  each of which when so executed shall be deemed to be an original,
but  all  of  which  when  taken  together  shall  constitute  one  and the same
instrument.  The parties agree that this Amendment may be executed and delivered
via  facsimile  and  any  such  facsimile  copy  of  any  such document shall be
considered  to  have  the same binding legal effect as an original copy and each
party  hereby  agrees  that  it shall not raise the use of a facsimile copy as a
defense  to this Amendment and forever waives any such defense.  Furthermore, at
the  request  of  any  party, a party executing and delivering this Amendment by
facsimile  copy  shall  re-execute  an  original  copy  in  replacement.
Section  5.09.     Effect  of Waiver.  No consent or waiver, express or implied,
                   -----------------
by  Bank  to or for any breach of or deviation from any covenant or condition of
this  Amendment shall be deemed a consent or waiver to or of any other breach of
the  same  or  any  other  covenant,  condition  or  duty.
Section  5.10.     Headings.  The  headings,  captions, and arrangements used in
                   --------
this  Amendment are for convenience only and shall not affect the interpretation
of  this  Amendment.
Section  5.11.     FINAL  AGREEMENT.  THE LOAN AGREEMENT, AS AMENDED HEREBY, AND
                   ----------------
THE  OTHER  LOAN  DOCUMENTS  REPRESENT  THE  FINAL AGREEMENT BETWEEN THE PARTIES
RELATED  TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN  THE  PARTIES.
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FIRST  AMENDMENT  TO  THIRD  AMENDED  AND  RESTATED  LOAN  AGREEMENT
     IN  WITNESS WHEREOF, the Borrower and Bank have caused this Amendment to be
executed  on  the  date  first  written above by their duly authorized officers.

PIZZA  INN,  INC.
a  Missouri  corporation

By:/s/Ronald W. Parker
Name: Ronald W. Parker
Title: President and Chief Executive Officer



WELLS  FARGO  BANK (TEXAS), NATIONAL ASSOCIATION, a national banking association


By:  /s/Ralph Hamm III
Name: Ralph C. Hamm III
Title: Assistant Vice President