FIRST  AMENDMENT  TO  AMENDED  AND  RESTATED  LOAN  AGREEMENT
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     This  First  Amendment  to  Amended  and  Restated  Loan  Agreement  (this
"Amendment")  is  dated as of September 14, 1998 by and among PIZZA INN, INC., a
Missouri  corporation  (the  "Borrower"), and WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION  (the  "Lender").
                                R E C I T A L S:

     WHEREAS,  Borrower  and  Lender  have entered into that certain Amended and
Restated  Loan  Agreement  dated  as of August 28, 1997 (as amended, modified or
supplemented  from time to time, the "Agreement"), pursuant to which Lender made
revolving  credit  loans  available  to  Borrower under the terms and provisions
stated  therein;  and

     WHEREAS,  Borrower  has requested Lender to (a) amend certain provisions of
the  Agreement  relating  to financial covenants, and (c) extend the Termination
Date;  and

     WHEREAS,  Lender is willing to amend the Agreement as hereinafter provided;
and

     WHEREAS,  Borrower  and  Lender now desire to amend the 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
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     Section  I.1     Definitions.  Capitalized terms used in this Amendment, to
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the  extent  not otherwise defined herein, shall have the same meaning as in the
Agreement,  as  amended  hereby.

     ARTICLE  II

                                   AMENDMENTS
                                   ----------

     Section  II.1     Amendments  to  Section  1.1.  Effective  as  of the date
                       ----------------------------
hereof,  Section  1.1  of  the  Agreement  is  hereby  amended  as  follows:

     (a)     The  definition  of  "Funded  Debt  Ratio"  in  Section  1.1 of the
Agreement is amended by deleting the phrase "less the amount of any purchases by
the  Borrower  of  its  common  stock  in excess of $800,000 during said period"
appearing  at  the  end  of  such  definition.

     (b)     The  definition  of  "Termination  Date"  in  Section  1.1  of  the
Agreement  is  amended  by  deleting  the  reference  to  "August  30, 1999" and
substituting  therefor  "August  30,  2000".

     Section  II.2     Amendment  to  Section  10.2.  Effective  as  of the date
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hereof,  Section  10.2  of  the  Agreement is amended in its entirety to read as
follows:

     Section 10.2     Leverage Ratio.  The Borrower will at all times maintain a
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Leverage  Ratio  of  not  greater  than  (a) 3.25 to 1.00 for the fiscal quarter
ending  September  25,  1998,  (b)  3.00  to  1.00 for the fiscal quarter ending
December  25, 1998, and (c) 2.75 to 1.00 for the fiscal quarter ending March 26,
1999  and  thereafter.

     Section  II.3     Amendment  to  Section  10.5.  Effective  as  of the date
                       ----------------------------
hereof, Section 10.5 of the Agreement is amended and restated in its entirety as
follows:

     Section  10.5     Operating  Leases.  The  Borrower will not incur, create,
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assume, or permit to exist, and will not permit any Subsidiary to incur, create,
assume,  or  permit  to  exist, any liabilities for payments under any Operating
Leases  without the prior written approval of the Bank, which approval shall not
be  unreasonably  withheld,  provided that (i) the Borrower and the Subsidiaries
may  incur, create, or assume liabilities for payments under Operating Leases in
an  aggregate  amount  (including  taxes,  insurance,  maintenance,  and similar
expenses which the Borrower or any Subsidiary is obligated to pay under any such
Operating  Lease)  not  to  exceed  Six  Million  Dollars  ($6,000,000)  on  a
consolidated  basis, plus One Million Five Hundred Thousand Dollars ($1,500,000)
per fiscal year commencing with the fiscal year ending in June of 1999, (ii) the
amount  of  any  permitted  increase  in  liabilities under Operating Leases not
incurred in any fiscal year may be carried forward to the next succeeding fiscal
year  but  not  thereafter, and (iii) the aggregate payments of the Borrower and
the  Subsidiaries  with respect to Operating Leases shall not exceed Two Million
Dollars  ($2,000,000)  during  any  fiscal  year commencing with the fiscal year
ending  in  June  of  1999.

     ARTICLE  III

     CONDITIONS  PRECEDENT
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     Section  III.1     Conditions.  The  effectiveness  of  this  Amendment  is
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subject  to  the  satisfaction  of  the  following  conditions  precedent:

     (a)     Lender shall have received all of the following, each dated (unless
otherwise  indicated)  the  date  of  this  Amendment,  in  form  and  substance
satisfactory  to  Lender:

(i)     Amendment.  This  Amendment,  duly  executed  by  Borrower  and  each
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Guarantor;
        -

(ii)     Second  Amended  and  Restated Revolving Credit Note.  A Second Amended
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and  Restated Revolving Credit Note in the form of Annex I attached hereto, duly
                                                   -------
executed  by  Borrower;

(iii)     Additional  Information.  Such  additional  documents, instruments and
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information as Lender or its legal counsel, Winstead Sechrest & Minick P.C., may
reasonably  request.

     (b)     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.

     (c)     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.

     (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 Lender and its legal counsel,
Winstead  Sechrest  &  Minick  P.C.


     ARTICLE  IV

     MISCELLANEOUS
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     Section  IV.1  Ratifications,  Representations  and  Warranties.  Except as
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expressly modified and superseded by this Amendment, the terms and provisions of
the  Agreement and the other Loan Documents are ratified and confirmed and shall
continue  in  full  force  and  effect.  Borrower  and Guarantors agree that the
representations and warranties contained herein and in all other Loan Documents,
as  amended  hereby,  are  true  and  correct as of, and as if made on, the date
hereof.  Borrower,  Lender  and  Guarantors  agree that the Agreement as amended
hereby and all other documents executed in connection with the Agreement or this
Amendment  to  which  Borrower or such Guarantor is a party shall continue to be
legal,  valid, binding and enforceable in accordance with their respective terms

     Section  IV.2  Reference  to  the  Agreement.  Each  of the Loan Documents,
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including  the  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 Agreement as amended hereby, are hereby amended
so  that  any  reference  in  such  Loan Documents to the Agreement shall mean a
reference  to  the  Agreement  as  amended  hereby.

     Section  IV.3  Expenses  of  Lender.  As  provided  for  in  the Agreement,
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Borrower  agrees  to  pay on demand all reasonable cost and expenses incurred by
Lender  in  connection  with  the  preparation,  negotiation,  execution of this
Amendment, and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications and supplements thereto including, without limitation,
the  reasonable  cost  of  Lender's  legal counsel, and all reasonable costs and
expenses  incurred  by Lender in connection with the enforcement or preservation
of  any  rights  under  the  Agreement,  as  amended  hereby,  or any other Loan
Documents.

     Section IV.4  Severability.  Any provisions of this Amendment held by court
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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  provisions  so  held  to  be  invalid  or  unenforceable.

     Section  IV.5  Applicable Law.  This Amendment and all other Loan Documents
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executed  pursuant  hereto shall be governed by and construed in accordance with
the  laws  of  the  State  of  Texas.

     Section  IV.6  Successors  and Assigns.  This Amendment is binding upon and
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shall  enure  to  the  benefit  of  Lender  and  Borrowers  and their respective
successors  and  assigns.

     Section  IV.7  Counterparts.  This Amendment may be executed in one or more
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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.

     Section  IV.8  Headings.  The  headings, captions, and arrangements used in
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this  Amendment are for convenience only and shall not affect the interpretation
of  this  Amendment.

     Section  IV.9  NO  ORAL  AGREEMENTS.  THIS  AMENDMENT  AND  ALL  OTHER
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INSTRUMENTS,  DOCUMENTS  AND  AGREEMENTS  EXECUTED  AND  DELIVERED IN CONNECTION
HEREWITH  REPRESENT  THE  FINAL  AGREEMENT  BETWEEN  THE PARTIES, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN  THE  PARTIES.  THERE  ARE  NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

     EXECUTED  as  of  the  day  and  year  first  above  written.
BORROWER:

PIZZA  INN,  INC.

       By:  /s/Ronald  W.  Parker
            ---------------------
     Name:  Ronald  W.  Parker
Title:      Executive  Vice  President  &  Chief  Operating  Officer


     LENDER:

WELLS  FARGO  BANK  (TEXAS),  NATIONAL  ASSOCIATION

     By:  /s/Kyle  G.  Hranicky
          ---------------------
     Name:  Kyle  G.  Hranicky
     Title:      Vice  President


     GUARANTORS:

     BARKO  REALTY,  INC.

     By:  /s/Ronald  W.  Parker
          ---------------------
     Name:  Ronald  W.  Parker
Title:      President

     R-CHECK,  INC.

     By:  /s/Ronald  W.  Parker
          ---------------------
     Name:  Ronald  W.  Parker
Title:      President

     PIZZA  INN  OF  DELAWARE,  INC.

     By:  /s/Ronald  W.  Parker
          ---------------------
     Name:  Ronald  W.  Parker
Title:      President