Third  Amendment  to  the  Second Amended and Restated Loan Agreement (2)     10
                      THIRD AMENDMENT TO THE SECOND AMENDED
                      -------------------------------------
                           AND RESTATED LOAN AGREEMENT
                           ---------------------------
     This THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LOAN AGREEMENT (the
"AMENDMENT"), effective as of June 25, 2002, and dated as of September 26, 2002,
 ---------
is  by and between PIZZA INN, INC., a Missouri corporation (the "BORROWER"), and
                                                                 --------
WELLS  FARGO  BANK  TEXAS,  NATIONAL ASSOCIATION, a national banking association
(successor  by  consolidation to Wells Fargo Bank (Texas), National Association)
(the  "BANK").
       ----
                                    RECITALS:
A.     The  Borrower  and  the Bank entered into that certain Second Amended and
Restated  Loan  Agreement  dated as of March 31, 2000 (the "AMENDED AND RESTATED
                                                            --------------------
LOAN  AGREEMENT").
  -------------

B.     In connection with the Amended and Restated Loan Agreement, Barko Realty,
Inc.,  a Texas corporation, R-Check, Inc., a Texas corporation, and Pizza Inn of
Delaware,  Inc.,  a  Delaware  corporation  (collectively,  the  "GUARANTORS"),
                                                                  ----------
executed that certain Second Amended and Restated Guaranty dated as of March 31,
2000 in favor of the Bank (as the same may be amended, restated or modified from
time  to  time,  the  "GUARANTY").
                       --------

     C.     The  Borrower  and  the  Bank  amended the Amended and Restated Loan
Agreement  pursuant  to  that  certain  First  Amendment  to  Second Amended and
Restated  Loan  Agreement  dated as of December 28, 2000 (the "FIRST AMENDMENT")
                                                               ---------------
and  that  certain  Second  Amendment to Amended and Restated Loan Agreement and
Related  Loan  Documents  dated  as  of  January  31,  2002, but effective as of
December  23  2001  (the  "SECOND  AMENDMENT").  The  Amended  and Restated Loan
                           -----------------
Agreement,  as  amended  by  the First Amendment and by the Second Amendment, is
hereinafter  referred  to  as  the  "LOAN  AGREEMENT."
                                     ----------------

     D.     The  Borrower and the Bank now desire to amend the Loan Agreement as
herein  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  hereto  agree  as  follows:
                                    ARTICLE  I.
                                   -----------
                                   DEFINITIONS
Section 1.1    DEFINITIONS
            -----------
       Capitalized  terms  used  in this Amendment, to the extent not otherwise
defined herein, shall have the same meanings as in the Loan Documents as amended
hereby.
                                   ARTICLE  II.
                                   ------------
                         AMENDMENTS  TO  LOAN  AGREEMENT
Section 2.1  AMENDMENT  TO  DEFINITIONS
            --------------------------
  Effective  as of the Effective Date, the following definitions in Section 1.1
of  the Loan Agreement are hereby amended and restated in their entirety to read
as  follows:
     "CHANGE  OF  CONTROL" means (a) the merger or consolidation of the Borrower
      -------------------
with  any  other corporation with the effect that the then existing shareholders
of  the  Borrower  will  hold  less than fifty percent (50%) of the total voting
power of the surviving corporation, (b) the acquisition of at least thirty-three
and  one-third  percent  (33  1/3%)  of  the voting power or voting stock of the
Borrower  by  any  Person  or  related group of Persons other than the executive
officers of the Borrower, (c) the sale, transfer, or disposition of common stock
by Mr. C. Jeffrey Rogers such that his beneficial interest in the Borrower falls
below  fifteen  percent  (15%) of the issued and outstanding common stock of the
Borrower,  or (d) Ronald Parker shall cease to be the chief executive officer of
the  Borrower.

"EBITDA"  means,  for  the  preceeding  12 month period, Consolidated Net Income
 ------
calculated  before  federal income taxes, plus (a) depreciation and amortization
 ---                                      ----
and  interest expenses, plus (b) terminated rent expenses prior to and ending on
                        ----
November  30,  2001, to include (i) rent expense, including, without limitation,
base  rent,  CAM  charges  and repairs and maintenance, and (ii) associated rent
expenses incurred in connection with the Norco distribution warehouse located at
920  Avenue  R, Suite 100, Grand Prairie, Texas  75050, the Borrower's corporate
headquarters  located  at  5050 Quorum Dive, Suite 500, Dallas, Texas 75240, and
the  Borrower's  training  center located at 4819 Keller Springs, Addison, Texas
75248,  minus  (c)  any extraordinary gains or losses of the Borrower during the
        -----
period  in  question,  plus  (d) any write-off (whether as a bad debt expense or
                       ----
otherwise)  resulting  directly from the loan made by the Borrower to C. Jeffrey
Rogers  on  October 6, 1999 in the original principal amount of $1,949,697.51 or
minus  any  recovery  resulting  directly  from  such  loan.
 ----

"LIBOR  RATE  MARGIN" means, (a) with respect to the Term Loan, one and one-half
--------------------
percent (1.50%) and (b) with respect to the Revolving Credit Loans, at such time
and  from  time  to  time  as  the  relevant  Funded Debt Ratio is in one of the
following  ranges,  the percentage per annum set forth opposite such Funded Debt
Ratio:





                                  PERCENTAGE  FOR  REVOLVING
  FUNDED DEBT RATIO                             CREDIT LOANS
  -----------------                             ------------
  Less than 2.0 to 1.0                                 1.25%
                         --------------------          -----
  2.0 to 1.0 or greater and less than 2.5 to 1.0       1.50%
                                                       -----
  2.5 to 1.0 or greater and less than 3.0 to 1.0       1.75%
                                                       -----
  3.0 to 1.0 or greater and less than 3.25 to 1.0      2.00%
                                                       -----
  3.25 to 1.0 or greater                               2.25%
  ----------------------                               -----

The  Borrower shall give written notice to the Bank of any changes in the Funded
Debt  Ratio which results in a change to the LIBOR Rate Margin concurrently with
its  delivery of the items required under Section 10.1(c) hereof, and any change
to  the LIBOR Rate Margin shall be effective with respect to any Interest Period
commencing  after  the  Bank  has  received  such  information.

Section 2.2 AMENDMENT  TO  SECTION  10.1.  Effective  as  of the Effective Date,
            ----------------------------
subsections (b) and (c) of Section 10.1 of the Loan Agreement are hereby amended
     and  restated  in  their  entirety  to  read  as  follows:
     (b)     Quarterly  and  Monthly  Financial  Statements.  (i)  As  soon  as
             ----------------------------------------------
available,  and in any event within sixty (60) days after the end of each of the
first  three  (3)  quarters  of  each  fiscal year of the Borrower, a copy of an
unaudited financial report of the Borrower and the Subsidiaries as of the end of
such  fiscal  quarter  and  for  the  portion  of  the  fiscal  year then ended,
containing, on a consolidated and (to the extent required by GAAP) consolidating
basis,  balance  sheets  and  statements  of income, and cash flow, in each case
setting  forth  in  comparative form the figures for the corresponding period of
the  preceding  fiscal year, all in reasonable detail certified by an Authorized
Officer  of  the  Borrower  to have been prepared in accordance with GAAP and to
fairly  and accurately present (subject to the absence of footnotes and year-end
audit  adjustments)  the  financial  condition  and results of operations of the
Borrower  and the Subsidiaries, on a consolidated and (to the extent required by
GAAP)  consolidating  basis,  at the date and for the periods indicated therein,
and  (ii)  as  soon as available, and in any event within thirty (30) days after
the  end  of each fiscal month of each fiscal year of the Borrower, a copy of an
unaudited financial report of the Borrower and the Subsidiaries as of the end of
each fiscal month and for the portion of the fiscal year then ended, containing,
on a consolidated basis, balance sheets and statements of income, and cash flow,
in each case setting forth in comparative form the figures for the corresponding
period  of  the  preceding fiscal year, all in reasonable detail certified by an
Authorized Officer of the Borrower to have been prepared in accordance with GAAP
and  to  fairly  and accurately present (subject to the absence of footnotes and
year-end audit adjustments) the financial condition and results of operations of
the  Borrower and the Subsidiaries, on a consolidated basis, at the date and for
the  periods  indicated  therein;
(c)     Monthly  Calculations.  As  soon  as  available, and in any event within
        ---------------------
thirty  (30)  days  after  the  end  of each fiscal month of the Borrower, (i) a
certificate  of  an Authorized Officer of the Borrower in substantially the form
of  Exhibit  E  hereto  (A)  stating to the best of such officer's knowledge, no
    ----------
Default  has  occurred  and  is  continuing, or if a Default has occurred and is
   -
continuing, a statement as to the nature thereof and the action that is proposed
   -
to  be taken with respect thereto, and (B) showing in reasonable detail the most
recent  calculations  demonstrating  compliance  with  Article  XII  and (ii) if
                                                       ------------
applicable,  the  notice  required  under the definition of "LIBOR Rate Margin."
Section 2.3 AMENDMENT  TO  SECTION 12.2.  Effective as of June 27, 2002, Section
            ---------------------------
12.2  of  the  Loan  Agreement is hereby amended and restated in its entirety as
follows:
     Section 12.2  Funded Debt Ratio.  The Borrower will maintain, as of the end
                   -----------------
of  each  fiscal month, a Funded Debt Ratio of not greater than (a) 3.25 to 1.00
for the fiscal month ending on or about June 30, 2002 and continuing through the
fiscal  month  ending  on  or  about  August 30, 2002, (b) 3.00 to 1.00 for each
fiscal  month  commencing with the fiscal month ending on or about September 30,
2002  and  continuing through May 31, 2003, and (b) 2.75 to 1.00 for each fiscal
month  commencing with the fiscal month ending on or about June 30, 2003, and at
all  times  thereafter.
Section 2.4 AMENDMENT  TO  SECTION 12.3.  Effective as of June 27, 2002, Section
            ---------------------------
12.3  of  the  Loan  Agreement is hereby amended and restated in its entirety as
follows:
     Section  12.3  Fixed Charge Coverage Ratio.  The Borrower will maintain, as
                    ---------------------------
of  the end of each fiscal month, a Fixed Charge Coverage Ratio of not less than
1.25  to  1.00  at  all  times.


                                  ARTICLE  III.
                                  -------------
                             CONDITIONS  PRECEDENT
Section 3.1 CONDITIONS.  The  effectiveness  of this Amendment is subject to the
            ----------
satisfaction  of the following conditions precedent on or prior to September __,
2002  (where  applicable):
(a)     The Bank shall have received all of the following, in form and substance
satisfactory  to  the  Bank:
(1)     Resolutions.  Resolutions  of the Board of Directors of the Borrower and
---     -----------
each  Guarantor  certified  by  its  Secretary  or  an Assistant Secretary which
authorize  the  execution,  delivery,  and  performance by the Borrower and each
Guarantor  of  this Amendment and the other Loan Documents to which the Borrower
or  such  Guarantor  is  or  is  to  be  a  party  hereunder;
(2)     Incumbency  Certificate.  A  certificate  of incumbency certified by the
---     -----------------------
Secretary  or  an  Assistant  Secretary  of  the  Borrower  and  each  Guarantor
--
certifying  the  names  of  the  officers  of  the  Borrower  and each Guarantor
--
authorized  to sign this Amendment and each of the other Loan Documents to which
--
the  Borrower  or such Guarantor is or is to be a party hereunder (including the
certificates  contemplated  herein),  together  with specimen signatures of such
officers;
(3)     Articles  of Incorporation.  A certificate certified by the Secretary or
---     --------------------------
an  Assistant  Secretary  of the Borrower and each Guarantor certifying that the
articles  of  incorporation  of  the  Borrower  and each Guarantor have not been
amended or modified since March 31, 2000 and are still in full force and effect;
(4)     Bylaws.  A  certificate  certified  by  the  Secretary  or  an Assistant
---     ------
Secretary  of  the Borrower and each Guarantor certifying that the bylaws of the
---
Borrower  and  each  Guarantor have not been amended or modified since March 31,
2000  and  are  still  in  full  force  and  effect;  and
(5)     Governmental  Certificates.  Certificates  of the appropriate government
---     --------------------------
officials of the state of incorporation of the Borrower and each Guarantor as to
the  existence  and good standing of the Borrower and each Guarantor, each dated
no  earlier  than  ten  (10)  days  prior  to  the  date  hereof.
(b)     The  Borrower  shall have paid to Bank a waiver and amendment fee in the
amount  of  $10,000.
(c)     The  representations  and  warranties  contained herein and in all other
Loan  Documents,  as  amended  hereby,  shall be true and correct as of the date
hereof  as  if  made  on  the  date  hereof.
(d)     No  Event  of Default shall have occurred and be continuing and no event
or condition shall have occurred that with the giving of notice or lapse of time
or  both  would  be  an  Event  of  Default.
(e)     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  the  Bank and its legal
counsel,  Vinson  &  Elkins  L.L.P.
                                   ARTICLE  IV.
                                    ------------
                RATIFICATIONS,  REPRESENTATIONS  AND  WARRANTIES
Section 4.1  RATIFICATIONS
            -------------
       The  terms  and  provisions set forth in this 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  are  ratified and confirmed and shall
continue  in  full  force  and effect.  The Borrower and the Bank agree that the
Loan  Agreement as amended hereby shall continue to be legal, valid, binding and
enforceable  in  accordance  with  its  terms.
Section 4.2 REPRESENTATIONS  AND  WARRANTIES
            --------------------------------
       The  Borrower  hereby  represents  and warrants to the Bank that (i) the
execution,  delivery  and  performance  of  this Amendment and any and all other
agreements,  documents  and  instruments executed and/or delivered in connection
herewith  have  been authorized by all requisite corporate action on the part of
the Borrower and will not violate the articles of incorporation or bylaws of the
Borrower,  (ii)  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, (iii)
no Event of Default has occurred and is continuing and no event or condition has
occurred  that  with  the  giving of notice or lapse of time or both would be an
Event  of  Default,  and  (iv)  the  Borrower is in material compliance with all
covenants  and  agreements  contained  in  the Loan Agreement as amended hereby.
                                 ARTICLE  V.
                                 -----------
                               MISCELLANEOUS
Section 5.1 SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES
            ----------------------------------------------
       All  representations  and warranties made in this Amendment or any other
Loan Document shall survive the execution and delivery of this Amendment and the
other  Loan  Documents,  and  no  investigation by the Bank or any closing shall
affect  the representations and warranties or the right of the Bank to rely upon
them.
Section  5.2 REFERENCE  TO  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 5.3    EXPENSES  OF  BANK
               ------------------
       As  provided in the Loan Agreement, the Borrower agrees to pay on demand
all  costs and expenses incurred by the Bank in connection with the preparation,
negotiation,  and  execution  of  this  Amendment  and  any  and all amendments,
modifications, and supplements thereto, including, without limitation, the costs
and  fees of the Bank's legal counsel in connection therewith, and all costs and
expenses incurred by the 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 costs and fees of the Bank's legal
counsel.
Section 5.4     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  5.5   APPLICABLE  LAW
               ---------------
       This  Amendment  and  all  other Loan Documents executed pursuant hereto
shall  be  deemed  to  have  been  made  and to be performable in Dallas, Dallas
County, Texas and shall be governed by and construed in accordance with the laws
of  the  State  of  Texas.
Section 5.6    SUCCESSORS  AND  ASSIGNS
               ------------------------
       This  Amendment  is  binding  upon and shall inure to the benefit of the
Bank  and  the  Borrower and their respective successors and assigns, except the
Borrower  may  not assign or transfer any of its rights or obligations hereunder
without  the  prior  written  consent  of  the  Bank.
Section 5.7    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.  Facsimiles shall
be  effective  as  originals.
Section 5.8    EFFECT  OF  WAIVER
               ------------------
       No  consent  or  waiver,  express  or implied, by the Bank to or for any
breach  of  or deviation from any covenant, condition or duty by the Borrower or
any  of  the  Guarantors  shall be deemed a consent or waiver to or of any other
breach  of  the  same  or  any  other  covenant,  condition  or  duty.
Section  5.9   HEADINGS
               --------
       The  headings, captions, and arrangements used in this Amendment are for
convenience  only  and  shall  not  affect the interpretation of this Amendment.
Section  5.10   ENTIRE  AGREEMENT
                -----------------
       THIS  AMENDMENT  AND  ALL  OTHER  AGREEMENTS,  DOCUMENTS AND INSTRUMENTS
EXECUTED  AND  DELIVERED  IN  CONNECTION  WITH  THIS AMENDMENT EMBODY THE FINAL,
ENTIRE  AGREEMENT  AMONG  THE  PARTIES  HERETO  AND  SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS,  AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL,  RELATING  TO  THIS  AMENDMENT,  AND  MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE  OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF  THE  PARTIES  HERETO.  THERE ARE NO ORAL AGREEMENT AMONG THE PARTIES HERETO.
                  [Remainder of Page Intentionally Left Blank]

<PAGE>
Executed  as  of  the  date  first  written  above.

     Borrower:

     PIZZA  INN,  INC.

     By: /s/ Ronald W. Parker
     Ronald  W.  Parker
     Chief  Executive  Officer


     Bank:

WELLS  FARGO  BANK  TEXAS,
NATIONAL  ASSOCATION

By:/s/ Austin D. Nettle
     Austin  D.  Nettle
     Vice  President

<PAGE>
Each  of  the Guarantors hereby consents and agrees to this Amendment and agrees
that the Guaranty shall remain in full force and effect and shall continue to be
the  legal,  valid  and binding obligation of such Guarantor enforceable against
such  Guarantor  in  accordance  with  its  terms.
     Guarantors:

     BARKO  REALTY,  INC.
     R-CHECK,  INC.
     PIZZA  INN  OF  DELAWARE,  INC.

     By: /s/ Ronald W. Parker
          Ronald  W.  Parker
          President