Exhibit 10.1

                     AMENDED AND RESTATED LOAN AGREEMENT

                         Dated as of August 28, 1997

                                   between

                WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION

                                     and

                                  PIZZA INN, INC.



                             TABLE OF CONTENTS

<TABLE>


<S>            <C>                                                                    <C>
                                                                                     Page

ARTICLE  I  -  Definitions                                                              1
Section  1.1         Definitions                                                        1
Section  1.2         Other  Definitional  Provisions                                   14

ARTICLE  II  -  Restructured  Loans                                                    14
Section  2.2          Commitment                                                       14
Section  2.3          Revolving  Credit  Note                                          15
Section  2.4          Repayment  of  Advances                                          15
Section  2.5          Interest                                                         15
Section  2.6          Borrowing  Procedure                                             15
Section  2.7          Use  of  Proceeds                                                16
Section  2.8          Commitment  Fee                                                  16
Section  2.9          Reduction  or  Termination  of  Commitments                      16
Section  2.10         Letters  of  Credit                                              16

ARTICLE  III  -  Payments                                                              19
Section  3.1          Method  of  Payment                                              19
Section  3.2          Voluntary  Prepayment                                            19
Section  3.3          Mandatory  Prepayment  of  Advances                              20
Section  3.4          Withholding  Taxes                                               20
Section  3.5          Computation  of  Interest                                        20

ARTICLE  IV  -  Special  Provisions  Regarding  Eurodollar  Advances                   20
Section  4.1          Conversions  and  Continuations                                  20
Section  4.2          Additional  Costs                                                21
Section  4.3          Limitation  on  Types  of  Advances                              22
Section  4.4          Illegality                                                       23
Section  4.5          Treatment  of  Affected  Advances                                23
Section  4.6          Compensation                                                     23
Section  4.7          Capital  Adequacy                                                24

ARTICLE  V  -  Security                                                                24
Section  5.1          Collateral                                                       24
Section  5.3          Setoff                                                           25

ARTICLE  VI  -  Conditions  Precedent  and  Closing                                    26
Section  6.1           Renewal and Restructure                                         26
Section  6.2           New  Advances                                                   28
Section  6.3           Closing                                                         28

ARTICLE  VII  -  Representations  and  Warranties                                      29
Section  7.1            Corporate  Existence                                           29
Section  7.2            Financial  Statements                                          29
Section  7.3            Corporate  Action;  No  Breach                                 29
Section  7.4            Operation  of  Business                                        30
Section  7.5            Litigation  and  Judgments                                     30
Section  7.6            Rights  in  Properties;  Liens                                 30
Section  7.7            Enforceability                                                 30
Section  7.8            Approvals                                                      31
Section  7.9            Debt                                                           31
Section  7.10           Taxes                                                          31
Section  7.11           Use  of  Proceeds;  Margin  Securities                         31
Section  7.12           ERISA                                                          31
Section  7.13           Disclosure                                                     31
Section  7.14           Subsidiaries                                                   32
Section  7.15           Agreements                                                     32
Section  7.16           Compliance  with  Laws                                         32
Section  7.17           Inventory                                                      32
Section  7.18           Investment  Company  Act                                       32
Section  7.19           Public  Utility  Holding  Company  Act                         32
Section  7.20           Environmental  Matters                                         33

ARTICLE  VIII  -  Positive  Covenants                                                  34
Section  8.1            Reporting  Requirements                                        34
Section  8.2            Maintenance  of  Existence;  Conduct of Business               36
Section  8.3            Maintenance  of  Properties                                    36
Section  8.4            Taxes  and  Claims                                             36
Section  8.5            Insurance                                                      37
Section  8.6            Inspection  Rights                                             37
Section  8.7            Keeping  Books  and  Records                                   37
Section  8.8            Compliance  with  Laws                                         37
Section  8.9            Compliance  with  Agreements                                   37
Section  8.10           Further  Assurances                                            37
Section  8.11           ERISA                                                          37

ARTICLE  IX  -  Negative  Covenants                                                    38
Section  9.1            Debt                                                           38
Section  9.2            Limitation  on  Liens                                          38
Section  9.3            Mergers,  Etc.                                                 39
Section  9.4            Restricted  Payments                                           40
Section  9.5            Investments                                                    40
Section  9.6            Limitation  on  Issuance  of  Capital  Stock                   41
Section  9.7            Transactions  With  Affiliates                                 41
Section  9.8            Disposition  of  Assets                                        42
Section  9.9            Sale  and  Leaseback                                           42
Section  9.10           Prepayment  of  Debt                                           42
Section  9.11           Nature  of  Business                                           42
Section  9.12           Environmental  Protection                                      42
Section  9.13           Accounting                                                     43
 
ARTICLE  X  -   Financial  Covenants                                                   43
Section  10.1           Current  Ratio                                                 43
Section  10.2           Leverage  Ratio                                                43

ARTICLE  XI  -  Default                                                                44
Section  11.1           Events  of  Default                                            44
Section  11.2           Remedies                                                       46
Section  11.3           Performance  by  the  Bank                                     47

ARTICLE  XII  -  Miscellaneous                                                         47
Section  12.1          Expenses                                                        47
SECTION  12.2          INDEMNIFICATION                                                 48
Section  12.3          Limitation  of  Liability                                       48
Section  12.4          No  Duty                                                        49
Section  12.5          No  Fiduciary  Relationship                                     49
Section  12.6          Equitable  Relief                                               49
Section  12.7          No  Waiver;  Cumulative  Remedies                               49
Section  12.8          Successors;  Assignment                                         49
Section  12.10         Survival                                                        50
Section  12.11         ENTIRE  AGREEMENT.                                              50
Section  12.12         Amendments,  Etc                                                50
Section  12.13         Maximum  Interest  Rate                                         50
Section  12.14         Notices                                                         51
Section  12.15         Governing  Law;  Venue;  Service  of  Process                   51
Section  12.17         Counterparts                                                    53
Section  12.18         Severability                                                    53
Section  12.19         Headings                                                        53
Section  12.20         Non-Application of Chapter 15 of Texas Credit Code              53
Section  12.21         Construction                                                    54
Section  12.22         Independence  of  Covenants                                     54
Section  12.23         WAIVER  OF  JURY  TRIAL                                         54

</TABLE>

                    AMENDED AND RESTATED LOAN AGREEMENT


     THIS AMENDED AND RESTATED LOAN AGREEMENT (the "Agreement"), dated as of
August  28, 1997, is between PIZZA INN, INC., a corporation duly organized and
validly  existing  under the laws of the State of Missouri (the "Borrower"),
and  WELLS  FARGO  BANK (TEXAS), NATIONAL ASSOCIATION, formerly known as First
Interstate  Bank  of  Texas,  N.A.  (the  "Bank").

                              R E C I T A L S:

     WHEREAS,  the  Bank  and  The  Provident  Bank (collectively, the "Prior
Lenders"),  and  the  Borrower  have  previously  entered into the Prior Loan
Agreement  (as  defined  herein);  and

     WHEREAS,  the  Bank  acquired  all  of  the rights and obligations of The
Provident  Bank  under  the  Prior  Loan  Agreement and became the sole lender
thereunder;  and

     WHEREAS,  the  Borrower  has  requested  (a)  that the existing principal
indebtedness  under  the  Prior  Loan  Agreement  in the approximate amount of
$6,900,000 be renewed, extended and restructured as a revolving credit loan in
an  amount  not  to  exceed  Nine  Million  Five  Hundred  Thousand  Dollars
($9,500,000) outstanding at any time, and (b) that the Prior Loan Agreement be
amended  and  restated  in  its  entirety by entering into this Agreement; and

     WHEREAS,  the Borrower and the Bank are willing to consolidate, amend and
restate  the  Prior  Loan  Agreement  in  its entirety upon and subject to the
terms,  conditions  and  provisions  of  this  Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein  contained,  the  parties  hereto  agree  as  follows:

                                   ARTICLE I

                                Definitions

     Section 1       Definitions .  As used in this Agreement, the following
terms  have  the  following  meanings:

     "AAA"  shall  have  the  meaning  set  forth  in  Section  12.16  (b).

     "Additional  Costs"  has  the  meaning  specified  in  Section  4.2.

     "Adjusted  Eurodollar  Rate"  means, for any Eurodollar Advance for any
Interest  Period,  the  rate  per annum (rounded upwards, if necessary, to the
nearest  1/16 of 1%) determined by the Bank to be equal to the quotient of (a)
the  Eurodollar  Rate  for  such  Eurodollar  Advance for such Interest Period
divided by (b) 1 minus the Reserve Requirement for such Eurodollar Advance for
such  Interest  Period.

     "Advance" means the Existing Loans and any advance of funds by the Bank
to  the  Borrower  pursuant  to  Article II and the Continuation or Conversion
thereof  pursuant  to  the  provisions  hereof.

     "Advance  Request Form" means, a certificate, in substantially the form
of  Exhibit  "B"  hereto,  properly  completed  and  signed  by  the  Borrower
requesting  an  Advance.

     "Affiliate" means, as to any Person, any other Person (a) that directly
or  indirectly,  through one or more intermediaries, controls or is controlled
by,  or  is  under  common  control  with,  such  Person; (b) that directly or
indirectly  beneficially  owns or holds five percent (5%) or more of any class
of voting stock of such Person; or (c) five percent (5%) or more of the voting
stock  of  which  is  directly or indirectly beneficially owned or held by the
Person  in  question.    The  term  "control"  means  possession,  directly or
indirectly,  of  the  power to direct or cause direction of the management and
policies  of  a Person, whether through the ownership of voting securities, by
contract,  or  otherwise;  provided,  however,  in  no event shall the Bank be
deemed  an  Affiliate  of  the  Borrower  or  any  of  its  Subsidiaries.

     "Applicable  Lending  Office"  means,  for  each  Type  of Advance, the
lending  office  of  the Bank (or of an Affiliate of Bank) designated for such
Type  of  Advance  below  its name on the signature pages hereof or such other
office  of  Bank  (or  of  an Affiliate of Bank) as Bank may from time to time
specify  to  the Borrower as the office by which its Advances of such Type are
to  be  made  and  maintained.

     "Applicable  Rate"  means:  (a)  during the period that an Advance is a
Prime  Rate Advance, the Prime Rate plus the Prime Rate Margin; and (b) during
the  period  that  an Advance is a Eurodollar Advance, the Adjusted Eurodollar
Rate  plus  the  Eurodollar  Rate  Margin.

     "Assignment  of  Leases" means the Assignment of Leases and Rents dated
December  1, 1994 executed by the Borrower in favor of the Bank, as agent, for
the  benefit of the Prior Lenders, together with all amendments, modifications
and  renewals  thereof.

     "Authorized  Officer"  means  the  chief  executive  officer, the chief
operating  officer,  the  chief  financial  officer,  the  controller  or  the
secretary  of  a  corporation.

     "Basle  Accord"  means,  the proposals for risk-based capital framework
described  by  the  Basle  Committee  on  Banking  Regulations and Supervisory
Practices  in  its  paper  entitled  "International  Convergence  of  Capital
Measurement  and  Capital Standards" dated July 1988, as amended, supplemented
and  otherwise  modified  and  in effect from time to time, or any replacement
thereof.

     "Business  Day"  means  (a)  any  day on which commercial banks are not
authorized  or required to close in Dallas, Texas, and (b) with respect to all
borrowings,  payments,  Conversions,  Continuations,  Interest  Periods,  and
notices  in  connection  with Eurodollar Advances, any day which is a Business
Day described in clause (a) above and which is also a day on which dealings in
Dollar  deposits  are  carried  out  in  the  London  interbank  market.

     "Capital  Expenditures"  means  expenditures  of  Borrower  and  the
Subsidiaries  in  respect  of  the  purchase  or other acquisition of fixed or
capital  assets,  less  the  amount  of  sale  and  leaseback transactions not
exceeding  an  aggregate  of  $600,000  in  any  twelve  (12)  month  period.

     "Capital Lease Obligations" means, as to any Person, the obligations of
such  Person to pay rent or other amounts under a lease of (or other agreement
conveying  the  right to use) real and/or personal property, which obligations
are  required  to  be  classified  and  accounted  for as a capital lease on a
balance  sheet of such Person under GAAP.  For purposes of this Agreement, the
amount  of  such  Capital  Lease  Obligations  shall be the capitalized amount
thereof,  determined  in  accordance  with  GAAP.

     "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, or (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.

     "Closing  Date"  has  the  meaning  specified  in  Section  6.3.

     "Code"  means  the  Internal  Revenue Code of 1986, as amended, and the
regulations  promulgated  and  rulings  issued  thereunder.

     "Collateral"  has  the  meaning  specified  in  Section  5.1.

     "Commitment"  means  the  obligation  of  the  Bank  to  make  Advances
hereunder  in  an aggregate principal amount at any one time outstanding up to
but  not exceeding Nine Million Five Hundred Thousand Dollars ($9,500,000), as
the  same  may  be  reduced  pursuant to Section 2.8 or terminated pursuant to
Section  2.8  or  11.2.

     "Consolidated Assets" means, at any particular time, all amounts which,
in  conforming  with  the  GAAP, would be included as assets on a consolidated
balance  sheet  of  Borrower  and  the  Subsidiaries.

     "Consolidated  Current  Assets"  means,  at  any  particular  time, all
amounts which, in conformity with GAAP, would be included as current assets on
a  consolidated  balance sheet of the Borrower and the Subsidiaries, excluding
any  prepaid  expenses.

     "Consolidated  Current  Liabilities" means, at any particular time, all
amounts  which,  in  conformity  with  GAAP,  would  be  included  as  current
liabilities  on  a  consolidated  balance  sheet  of  the  Borrower  and  the
Subsidiaries.

     "Consolidated  Free  Cash  Flow"  means,  for any period, the aggregate
Consolidated  Net  Income calculated before federal income taxes, depreciation
and  amortization but after deducting Capital Expenditures, any Federal income
taxes  paid  or payable in cash by the Borrower and any extraordinary gains of
the  Borrower  during  the period in question; provided, however, that for the
purposes  of  determining  the  Eurodollar Rate Margin only, the amount of any
extraordinary  losses  during  the  period in question shall be added thereto.

     "Consolidated  Liabilities"  means, at any particular time, all amounts
which,  in  conformity  with  GAAP,  would  be  included  as  liabilities on a
consolidated  balance  sheet  of  the  Borrower  and  the  Subsidiaries.

     "Consolidated  Net  Income"  means,  for  any period, the aggregate net
income  (or  net  loss) of the Borrower and the Subsidiaries on a consolidated
basis  as  determined  in  accordance  with  GAAP.

     "Consolidated  Net  Worth"  means,  at any particular time, all amounts
which, in conformity with GAAP, would be included as stockholders' equity on a
consolidated  balance  sheet  of  the Borrower and the Subsidiaries; provided,
however, there shall be excluded therefrom:  (a) any amount at which shares of
capital  stock  of  the  Borrower appear as an asset on the Borrower's balance
sheet,  (b)  loans  and  advances  to  any  stockholder, director, officer, or
employee  of the Borrower or any Affiliate of the Borrower, and (c) all assets
which are properly classified as intangible assets and are acquired subsequent
to  June  26,  1994.

     "Continue,"  "Continuation,"  and  "Continued"  shall  refer to the
continuation  pursuant  to Section 4.1 of a Eurodollar Advance as a Eurodollar
Advance  from  one  Interest  Period  to  the  next  Interest  Period.

     "Convert,"  "Conversion,"  and  "Converted"  shall  refer  to  a
conversion  pursuant to Article IV of one Type of Advance into another Type of
Advance.

     "Current  Ratio"  means,  at  any  particular  time,  the  ratio  of
Consolidated  Current  Assets  to  Consolidated  Current  Liabilities.

     "Debt"  means, as to any Person at any time (without duplication):  (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person  evidenced  by  bonds, notes, debentures, or other similar instruments,
(c)  all  obligations  of  such  Person  to pay the deferred purchase price of
property  or services, except trade accounts payable of such Person arising in
the ordinary course of business that are not past due by more than ninety (90)
days,  (d)  all Capital Lease Obligations of such Person, (e) all indebtedness
or  other obligations of others Guaranteed by such Person, (f) all obligations
secured  by  a  Lien existing on property owned by such Person, whether or not
the  obligations  secured  thereby  have  been  assumed  by such Person or are
non-recourse  to  the credit of such Person, (g) all reimbursement obligations
of  such  Person  (whether  contingent  or otherwise) in respect of letters of
credit,  bankers'  acceptances, surety or other bonds and similar instruments,
and  (h) all liabilities of such Person in respect of unfunded vested benefits
under  any  Plan.

     "Deed  of  Trust"  means the Deed of Trust and Security Agreement dated
December  1,  1994,  executed  by  the Borrower in favor of the Bank, as Agent
under the Prior Loan Agreement, for the benefit of the Prior Lenders, pursuant
to which Borrower has previously granted a Lien on the Real Property, together
with  all  amendments,  modifications  and  renewals  thereof.

     "Default"  means  an  Event of Default or the occurrence of an event or
condition  which with notice or lapse of time or both would become an Event of
Default.

     "Default Rate" means the lesser of (i) the Maximum Rate or (ii) the sum
of  the  Prime  Rate  in effect from day to day plus three and twenty-five one
hundredths  percent  (3.25%).

     "Dispute"  shall  have  the  meaning  set  forth  in  Section 12.16(a).

     "Dollars"  and "$" mean lawful money of the United States of America.

     "Environmental  Laws" means any and all federal, state, and local laws,
regulations,  and  requirements  pertaining  to  health,  safety,  or  the
environment,  including,  without  limitation, the Comprehensive Environmental
Response,  Compensation and Liability Act of 1980, 42 U.S.C.   9601 et seq.,
the  Resource  Conservation  and  Recovery  Act  of 1976, 42 U.S.C.   6901 et
seq.,  the Clean Air Act, 42 U.S.C.   7401 et seq., the Clean Water Act, 33
U.S.C.      1251  et seq., and the Toxic Substances Control Act, 15 U.S.C.  
2601  et seq., as such laws, regulations, and requirements may be amended or
supplemented  from  time  to  time.

     "Environmental  Liabilities"  means, as to any Person, all liabilities,
obligations,  responsibilities,  Remedial  Actions,  losses, damages, punitive
damages,  consequential  damages,  treble  damages,  costs,  and  expenses
(including,  without  limitation,  all  reasonable  fees,  disbursements  and
expenses of counsel, expert and consulting fees and costs of investigation and
feasibility  studies), fines, penalties, sanctions, and interest incurred as a
result of any claim or demand, by any Person, whether based in contract, tort,
implied  or  express  warranty,  strict  liability, criminal or civil statute,
including  any  Environmental  Law,  permit,  order  or  agreement  with  any
Governmental  Authority or other Person, arising from environmental, health or
safety conditions or the Release or threatened Release of a Hazardous Material
into  the  environment, resulting from the past, present, or future operations
of  such  Person  or  its  Affiliates.

     "ERISA"  means  the Employee Retirement Income Security Act of 1974, as
amended  from  time to time, and the regulations and published interpretations
thereunder.

     "ERISA Affiliate" means any corporation or trade or business which is a
member  of  the  same  controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Borrower or is under common control (within
the  meaning  of  Section  414(c)  of  the  Code)  with  the  Borrower.

     "Eurodollar  Advances"  means  Advances the interest rates on which are
determined  on  the  basis  of  the  rates  referred  to  in the definition of
"Adjusted  Eurodollar  Rate"  in  this  Section  1.1.

     "Eurodollar  Rate"  means,  for any Eurodollar Advance for any Interest
Period, the rate per annum quoted by the Reference Bank at approximately 11:00
A.M.  London  time  (or  as  soon thereafter as practicable) two Business Days
prior  to  the  first  day  of  such  Interest  Period for the offering by the
Reference  Bank  to  leading  banks  in  the London interbank market of Dollar
deposits  in  immediately  available  funds  having  a term comparable to such
Interest  Period  and  in  an amount comparable to the principal amount of the
Eurodollar  Advance  to  be  made by the Reference Bank to which such Interest
Period  relates.

     "Eurodollar  Rate Margin" means, at such times 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:

               Funded  Debt  Ratio                              Percentage

               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  3.5  to  1.0                                        2.00%

               3.5  to  1.0  or  greater                                 2.25%

The  Borrower  shall  give  written  notice  to the Bank of any changes in the
Funded  Debt  Ratio  as  of  the  end of any fiscal quarter which results in a
change  to  the  Eurodollar  Rate Margin concurrently with its delivery of the
items  required  under Section 8.1(c) hereof, and any change to the Eurodollar
Rate  Margin shall be effective with respect to any Interest Period commencing
after  the  Bank  has  received  such  information.

     "Event  of  Default"  has  the  meaning  specified  in  Section  11.1.

     "Existing  Letter of Credit" means the existing letter of credit with a
face  amount of $230,000 issued by the Bank to Northwestern National Insurance
Company  for the account of the Borrower pursuant to the Prior Loan Agreement.

     "Existing  Loans"  means  the  existing revolving credit and term loans
provided  by  the  Bank  to the Borrower pursuant to the Prior Loan Agreement.

     "Facility  Fee"  means  $25,000.

     "Federal  Funds  Rate"  means, for any day, the rate per annum (rounded
upwards,  if  necessary,  to  the  nearest  1/16  of 1%) equal to the weighted
average  of  the rates on overnight Federal funds transactions with members of
the  Federal  Reserve System arranged by Federal funds brokers on such day, as
published  by  the  Federal  Reserve Bank of New York on the Business Day next
succeeding such day, provided that (a) if the day for which such rate is to be
determined is not a Business Day, the Federal Funds Rate for such day shall be
such  rate on federal funds transactions on the next preceding Business Day as
so  published on the next succeeding Business Day, and (b) if such rate is not
so  published on such next succeeding Business Day, the Federal Funds Rate for
any  day  shall  be  the  average  rate  charged  to Wells Fargo Bank (Texas),
National  Association  on such day on federal funds transactions as determined
by  the  Bank.

     "Fixed  Charge  Coverage  Ratio"  means,  at  any  time,  the  quotient
determined  by  dividing  (a)  the  sum  of  Consolidated  Free Cash Flow plus
interest  expenses  of  the  Borrower  and  the Subsidiaries for the preceding
twelve  (12)  calendar  months by (b) the sum of (i) all scheduled payments on
all  Long  Term  Debt  of  the Borrower and the Subsidiaries and all scheduled
payments  under Capital Lease Obligations of the Borrower and the Subsidiaries
during  the  preceding twelve (12) calendar months plus (ii) interest expenses
of  the  Borrower  and the Subsidiaries for the preceding twelve (12) calendar
months.

     "Foreign  Subsidiaries" means PIBCO, Ltd., a Bermuda corporation, Pizza
Inn  of  South  Africa,  a South Africa corporation, and Pizza Inn Servicos De
Gestao  De  Franchising   Lda., a Madeira, Portugal corporation, collectively.

     "Funded  Debt  Ratio"  means,  at  any time, the quotient determined by
dividing  (a)  the  sum  of  all  Debt  for  borrowed  money and Capital Lease
Obligations  of the Borrower and the Subsidiaries by (b) the Consolidated Free
Cash  Flow  for  the  preceding  twelve (12) complete calendar months less the
amount  of  any  purchases  by  the  Borrower of its common stock in excess of
$800,000  during  said  period.

     "GAAP"  means  generally  accepted  accounting principles, applied on a
consistent  basis, as set forth in Opinions of the Accounting Principles Board
of the American Institute of Certified Public Accountants and/or in statements
of the Financial Accounting Standards Board and/or their respective successors
and  which  are  applicable  in the circumstances as of the date in question. 
Accounting  principles are applied on a "consistent basis" when the accounting
principles applied in a current period are comparable in all material respects
to  those  accounting  principles  applied  in  a  preceding  period.

     "Governmental  Authority"  means any nation or government, any state or
political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory,  or  administrative  functions  of  or
pertaining  to  government.

     "Guarantee"  by  any  Person  means  any  obligation,  contingent  or
otherwise,  of  such  Person  directly  or indirectly guaranteeing any Debt or
other  obligation  of any other Person and, without limiting the generality of
the foregoing, any obligation, direct or indirect, contingent or otherwise, of
such  Person  (a)  to  purchase  or  pay  (or  advance or supply funds for the
purchase  or  payment  of)  such  Debt or other obligation (whether arising by
virtue  of  partnership  arrangements,  by agreement to keep-well, to purchase
assets,  goods,  securities  or  services,  to  take-or-pay,  or  to  maintain
financial  statement  conditions  or  otherwise)  or  (b) entered into for the
purpose  of  assuring  in  any  other manner the obligee of such Debt or other
obligation  of  the  payment thereof or to protect the obligee against loss in
respect  thereof  (in  whole  or  in part), provided that the term "Guarantee"
shall  not  include  endorsements  for  collection  or deposit in the ordinary
course  of  business.  The term "Guarantee" used as a verb has a corresponding
meaning.

     "Guarantors"  means  all  existing Subsidiaries (other than the Foreign
Subsidiaries)  and  any  future  Subsidiaries  which  become  a  party  to the
Guaranty.

     "Guaranty"  means  the  Amended  and Restated Guaranty of Guarantors in
favor  of the Bank, in substantially the form of Exhibit F hereto, as the same
may  be  amended,  supplemented  or  modified  from  time  to  time.

     "Hazardous  Material"  means  any substance, product, waste, pollutant,
material,  chemical,  contaminant,  constituent, or other material which is or
becomes  listed,  regulated,  or  addressed  under  any    Environmental  Law,
including,  without  limitation,  asbestos,  petroleum,  and  polychlorinated
biphenyls.

     "Interest  Period"  means  the  period  commencing, with respect to any
Eurodollar  Advances,  on  the  date  such  Eurodollar  Advances  are  made or
Converted  from  Advances  of another Type or, in the case of each subsequent,
successive Interest Period applicable to a Eurodollar Advance, the last day of
the next preceding Interest Period with respect to such Advance, and ending on
the  numerically corresponding day in the first, third or sixth calendar month
thereafter,  as  the  Borrower  may  select as provided in Sections 2.5 or 4.1
hereof,  except  that  each  such  Interest Period which commences on the last
Business  Day  of  a  calendar  month  (or  on  any  day for which there is no
numerically  corresponding  day  in the appropriate subsequent calendar month)
shall  end  on  the  last  Business Day of the appropriate subsequent calendar
month.    Notwithstanding  the foregoing: (a) each Interest Period which would
otherwise  end  on  a  day  which  is not a Business Day shall end on the next
succeeding  Business Day or, if such succeeding Business Day falls in the next
succeeding  calendar  month,  on  the  next  preceding  Business  Day; (b) any
Interest Period which would otherwise extend beyond the Termination Date shall
end  on  the Termination Date; and (c) no more than three (3) Interest Periods
shall  be  in  effect  at  the  same  time.

     "Letter  of  Credit" means the existing Letter of Credit and any letter
of  credit  issued  by  the  Bank  for the account of the Borrower pursuant to
Section  2.10(a).

     "Letter of Credit Disbursement" means a disbursement by the Bank to the
beneficiary  of  a  Letter  of Credit in connection with a drawing thereunder.

     "Letter  of  Credit Liabilities" means, at any time, the aggregate face
amount  of  all  outstanding  Letters  of  Credit.

     "Letter  of  Credit Request Form" means a certificate, substantially in
the  form of Exhibit "E" hereto, properly completed and signed by the Borrower
requesting  issuance  of  a  Letter  of  Credit.

     "Leverage  Ratio"  means,  at  any  particular  time,  the  ratio  of
Consolidated  Liabilities  to  Consolidated  Net  Worth.

     "Lien"  means  any lien, mortgage, security interest, tax lien, pledge,
charge,  hypothecation, assignment, preference, priority, or other encumbrance
of  any  kind  or  nature  whatsoever  (including,  without  limitation,  any
conditional  sale  or title retention agreement), whether arising by contract,
operation  of  law,  or  otherwise.

     "Loan  Documents"  means this Agreement, the Revolving Credit Note, the
Security  Documents,  the  Guaranty,  and  all  promissory  notes,  security
agreements,  deeds  of  trust, assignments, guaranties, and other instruments,
documents,  and agreements executed and delivered pursuant to or in connection
with  this  Agreement,  as  such instruments, documents, and agreements may be
amended,  modified,  renewed,  extended,  or  supplemented  from time to time.

     "Long  Term  Debt"  means  any  Debt  for borrowed money which will not
mature  or  become  due  within  the  next  twelve  (12)  months.

     "Maximum  Rate" means the maximum rate of interest under applicable law
that  the  Bank may charge the Borrower.  The Maximum Rate shall be calculated
in  a  manner  that  takes  into account any and all fees, payments, and other
charges  in  respect  of  the  Loan  Documents  that constitute interest under
applicable  law.    Each change in any interest rate provided for herein based
upon  the  Maximum Rate resulting from a change in the Maximum Rate shall take
effect  without  notice  to  the  Borrower  at  the time of such change in the
Maximum  Rate.   For purposes of determining the Maximum Rate under Texas law,
the  applicable rate ceiling shall be the indicated rate ceiling described in,
and  computed  in  accordance  with,  Article  5069-1.04, Vernon's Texas Civil
Statutes.

     "Monthly  Payment  Date"  means  the last Business Day of each calendar
month  of  each year, the first of which shall be the first such day after the
Closing  Date.

     "Multiemployer  Plan"  means  a  multiemployer  plan defined as such in
Section  3(37)  of ERISA to which contributions have been made by the Borrower
or  any  ERISA  Affiliate  and  which  is  covered  by  Title  IV  of  ERISA.

     "Obligated  Party"  means each Guarantor and any other Person who is or
becomes  a  party  to  any  agreement  that  guarantees or secures payment and
performance  of  the  Obligations  or  any  part  thereof.

     "Obligations"  means  all obligations, indebtedness, and liabilities of
the  Borrower  to  the Bank arising pursuant to any of the Loan Documents, now
existing  or hereafter arising, whether direct, indirect, related, unrelated, 
fixed,  contingent,  liquidated,  unliquidated,  joint,  several, or joint and
several,  including,  without  limitation,  the obligations, indebtedness, and
liabilities of the Borrower under this Agreement and the other Loan Documents,
and  all  interest accruing thereon and all attorneys' fees and other expenses
incurred  in  the  enforcement  or  collection  thereof.

     "Operating  Lease"  means  any lease (other than a lease constituting a
Capital  Lease  Obligation)  of  real  or  personal  property.

     "PBGC"  means  the  Pension  Benefit Guaranty Corporation or any entity
succeeding  to  all  or  any  of  its  functions  under  ERISA.

     "Person"  means  any  individual,  corporation,  business  trust,
association,  company,  partnership, joint venture, Governmental Authority, or
other  entity.

     "Plan"  means  any  employee  benefit  or  other  plan  established  or
maintained  by  the  Borrower  or  any ERISA Affiliate and which is covered by
Title  IV  of  ERISA.

     "Pledged  Shares"  means all shares of stock of the Subsidiaries, owned
or  to be owned by the Borrower or any of the Subsidiaries, and all dividends,
cash,  stock  dividends,  instruments  and  other  property  from time to time
received,  receivable  by,  or  otherwise  distributed to, the Borrower or any
Subsidiary for its account in respect of or in exchange for any or all of such
shares.

     "Prime  Rate"  means,  at any time, the rate of interest per annum then
most recently established by Wells Fargo Bank (Texas), National Association as
its  prime rate, which rate may not necessarily be the lowest rate of interest
charged  by  Wells Fargo Bank (Texas), National Association to its borrowers. 
Each change in any interest rate provided for herein based upon the Prime Rate
resulting  from a change in the Prime Rate shall take effect without notice to
the  Borrower  at  the  time  of  such  change  in  the  Prime  Rate.

     "Prime  Rate Advances" means Advances that bear interest at rates based
upon  the  Prime  Rate.

     "Prime  Rate  Margin"  means,  at  any  time,  the following percentage
determined  by  reference  to  the  Funded  Debt  Ratio  then  existing:

Funded  Debt  Ratio                                                 Percentage
Less  than  2.0  to  1.0                                                -1.00%
2.0  to  1.0  or  greater  and  less  than  2.5  to  1.0                -0.75%
2.5  to  1.0  or  greater  and  less  than  3.0  to  1.0                -0.50%
3.0  to  1.0  or  greater  and  less  than  3.5  to  1.0                -0.25%
3.5  to  1.0  or  greater                                                0.00%

     "Principal  Office"  means  the  Dallas  office  of the Bank, presently
located  at  1445  Ross  Avenue,  Dallas,  Texas.

     "Prior  Lenders"  is  defined  in  the  recitals  to  this  Agreement.

     "Prior Loan Agreement" means that certain Loan Agreement  dated  December
1,  1994,  among  the  Borrower  and the Prior Lenders, as amended by (i) that
certain  First  Amendment  to  Loan  Agreement dated April 28, 1995, (ii) that
certain Second Amendment to Loan Agreement dated November 30, 1995, (iii) that
certain  Third  Amendment  to Loan Agreement dated June 28, 1996 and (iv) that
certain  Fourth  Amendment  to  Loan  Agreement  dated  April  1,  1997.

     "Prohibited Transaction" means any transaction set forth in  Section  406
of  ERISA  or  Section  4975  of  the  Code.

     "Quarterly  Payment  Date"  means  the  last day  of each  February, May,
August  and  November of each year, the first of which shall be the first such
day  after  the  Closing  Date.

     "Real  Property" means the real  property  and interests in real property
identified  on  Schedule  1  attached hereto and all improvements and fixtures
thereon  and  all  appurtenances  thereto.

     "Reference Bank" means Wells Fargo Bank (Texas),  National  Association. 
If  for  any  reason  Wells  Fargo Bank (Texas), National Association shall no
longer  participate  in  the  Eurodollar  market,  then "Reference Bank" shall
thereafter  mean  such financial institution as the Bank may from time to time
specify  to  the  Borrower.

     "Regulation  D"  means  Regulation  D  of the  Board of  Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.

     "Regulatory  Change"  means  any change after the date of this Agreement
in  United  States  federal,  state, or foreign laws or regulations (including
Regulation  D)  or  the  adoption  or  making  after  such  date  of  any
interpretations,  directives,  or  requests  applying  to  a  class  of  banks
including  the  Bank  of  or  under any United States federal or state, or any
foreign,  laws  or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or
administration  thereof.

     "Release"  means,  as  to  any  Person,  any  release,  spill,  emission,
leaking,  pumping,  injection,  deposit,  disposal, disbursement, leaching, or
migration  of  Hazardous  Materials  into the indoor or outdoor environment or
into  or  out of property owned by such Person, including, without limitation,
the  movement  of  Hazardous  Materials  through  or in the air, soil, surface
water,  ground  water,  or  property.

     "Remedial  Action"  means all actions  required to (a)  clean up, remove,
treat,  or  otherwise  address  Hazardous  Materials  in the indoor or outdoor
environment,  (b)  prevent  the  Release  or threat of Release or minimize the
further Release of Hazardous Materials so that they do not migrate or endanger
or  threaten  to  endanger  public  health or welfare or the indoor or outdoor
environment,  or  (c)  perform  pre-remedial  studies  and  investigations and
post-remedial  monitoring  and  care.

     "Reportable Event"  means  any of the events set forth in Section 4043 of
ERISA.

     "Reserve  Requirement" means, for any Eurodollar Advance for any Interest
Period,  the  average  maximum rate at which reserves (including any marginal,
supplemental  or emergency reserves) are required to be maintained during such
Interest  Period under  Regulation D by  member  banks of the Federal  Reserve
System  in  New York City with deposits exceeding one billion  Dollars against
"Eurocurrency  Liabilities"  as such  term is  used in  Regulation D.  Without
limiting  the  effect of the foregoing, the Reserve  Requirement shall reflect
any other reserves required to be maintained by such member banks by reason of
any  Regulatory  Change against (i) any category of liabilities which includes
deposits  by  reference  to  which  the  Adjusted  Eurodollar  Rate  is  to be
determined, or (ii) any category of extensions of credit or other assets which
include Eurodollar  Advances.

     "Revolving  Credit  Note"  means  the  promissory  note  executed  by the
Borrower payable to the order of the Bank in the aggregate principal amount of
Nine  Million Five Hundred Thousand Dollars ($9,500,000), in substantially the
form  of  Exhibit  "A"  hereto,  representing  the  renewal,  extension  and
restructure  of  the  Existing  Loans  and  any additional Advances hereunder,
together  with  all  amendments,  modifications,  and  renewals  thereof.

     "RICO"  means  the  Racketeer  Influenced and Corrupt Organization Act of
1970,  as  amended  from  time  to  time.

     "Security  Agreement"  means  the  Security  Agreement  dated December 1,
1994,  executed  by  the  Borrower and the Guarantors in favor of the Bank, as
Agent  under  the  Prior  Loan  Agreement,  pursuant  to  which  Borrower  and
Guarantors have previously granted a Lien on the Collateral described therein,
together  with  all  amendments,  modifications  and  renewals  thereof.

     "Security Documents" means,  collectively, the  Assignment of Leases, the
Deed  of  Trust,  the  Security  Agreement,  the  Trademark  Security Interest
Document,  and  all  other  mortgages,  deeds  of  trust, security agreements,
assignments,  financing  statements,  and  other  documents  securing  the
Obligations.

     "Subsidiary"  means  any  corporation of which at least a majority of the
outstanding  shares of stock having by the terms thereof ordinary voting power
to  elect  a  majority  of  the  board  of  directors  of  such  corporation
(irrespective  of  whether  or  not  at  the  time stock of any other class or
classes of such corporation shall have or might have voting power by reason of
the  happening of any contingency) is at the time directly or indirectly owned
or  controlled  by  the  Borrower or one or more of the Subsidiaries or by the
Borrower  and  one  or  more  of  the  Subsidiaries.

     "Termination  Date"  means  10:00 A.M.  Dallas, Texas  time on August 30,
1999,  or  such  earlier  date  and time on which the 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.

     "Trademark  Security  Interest  Document"  means the Trademark Security
Interest  Document dated December 1, 1994, previously executed by the Borrower
in  favor  of  the  Bank, as Agent under the Prior Loan Agreement, pursuant to
which  Borrower  has  previously  granted  a  Lien on the Collateral described
therein,  together  with  all  amendments, modifications and renewals thereof.

     "Type"  means  a  type  of  Advance  consisting  of  either a  Prime Rate
Advance  or  a  Eurodollar  Advance.

     "UCC"  means  the  Uniform Commercial Code as in effect in the State of
Texas.

     Section 2    Other Definitional Provisions .  All  definitions  contained
in  this  Agreement are equally applicable to the singular and plural forms of
the terms defined.  The words "hereof," "herein," and "hereunder" and words of
similar  import referring to this Agreement refer to this Agreement as a whole
and  not  to  any  particular  provision  of this Agreement.  Unless otherwise
specified,  all Article and Section references pertain to this Agreement.  All
accounting  terms  not  specifically  defined  herein  shall  be  construed in
accordance  with  GAAP.  Terms used herein that are defined in the UCC, unless
otherwise  defined  herein,  shall  have  the  meanings  specified in the UCC.

                                   ARTICLE II

                             Restructured Loans


     Section 1     Renewal and Restructure  of Existing  4oans.  The aggregate
unpaid  principal  balance  of  the  Existing  Loans  as of the date hereof is
$6,685,252.29.    Subject  to  the terms and conditions of this Agreement, the
Bank hereby agrees to renew, extend and restructure the Existing Loans as part
of  a  revolving  credit loan which shall be evidenced by the Revolving Credit
Note.

     Section 2     Commitment .  Subject to  the terms  and conditions of this
Agreement,  the  Bank  agrees  to  make one or more additional Advances to the
Borrower  from  time  to  time  from  the  Closing  Date  to and including the
Termination  Date,  provided  that  the  aggregate  amount  of  all  Advances
(including  the  Existing  Loans) at any time outstanding shall not exceed the
amount  of  the Commitment minus the Letter of Credit Liabilities.  Subject to
the  foregoing  limitations,  and  the  other  terms  and  provisions  of this
Agreement,  the  Borrower may borrow, repay, and reborrow hereunder the amount
of the Commitment by means of Prime Rate Advances and Eurodollar Advances and,
until the Termination Date, the Borrower may Convert Advances of one Type into
Advances  of  another  Type.   Advances of each Type made by the Bank shall be
made  and  maintained  at the Bank's Applicable Lending Office for Advances of
such  Type.

     Section 3    Revolving  Credit Note .  The  obligation of the Borrower to
repay  the  Bank  for  Advances and interest thereon shall be evidenced by the
Revolving  Credit  Note.    The Revolving Credit Note shall be executed by the
Borrower,  payable  to the order of Bank, in the principal amount equal to the
Commitment  as  originally  in  effect,  and  dated  the  Closing  Date.

     Section 4        Repayment  of Advances .  The Borrower  shall  repay the
unpaid  principal  amount  of  all  Advances  on  the  Termination  Date.

     Section 5       Interest .  The unpaid  principal  amount of the Advances
shall  bear  interest at a varying rate per annum equal from day to day to the
lesser  of  (a)  the Maximum Rate, or (b) the Applicable Rate.  If at any time
the  Applicable  Rate  for  any Advance shall exceed the Maximum Rate, thereby
causing  the  interest  accruing  on such Advance to be limited to the Maximum
Rate,  then  any  subsequent reduction in the Applicable Rate for such Advance
shall  not  reduce the rate of interest on such Advance below the Maximum Rate
until  the  aggregate  amount  of  interest accrued on such Advance equals the
aggregate  amount  of interest which would have accrued on such Advance if the
Applicable  Rate had at all times been in effect.  Accrued and unpaid interest
on  the  Advances  shall  be  due  and  payable  as  follows:

     (i) in the case of all Prime Rate Advances, on each Monthly Payment Date;

     (ii)    in  the case of all Eurodollar Advances, on the last day of each 
Interest Period  applicable  thereto, and with respect to any Interest Period 
exceeding  three  (3) months,  on  the  last  day  of  the  third  month after
the commencement of such  Interest  Period; and

     (iii)     on  the  Termination  Date.

Notwithstanding  the  foregoing, all outstanding principal of all Advances and
(to  the  fullest  extent  permitted  by  law) any other amount payable by the
Borrower  under  this Agreement or any other Loan Document that is not paid in
full  when  due  (whether  at  stated maturity, by acceleration, or otherwise)
shall  bear interest at the Default Rate for the period from and including the
due date thereof to but excluding the date the same is paid in full.  Interest
payable  at  the  Default  Rate  shall be payable from time to time on demand.

     Section 6         Borrowing Procedure .  The Borrower shall give the Bank
notice  by means of an Advance Request Form of each requested Advance at least
one  (1) Business Day before the requested date of each Prime Rate Advance and
at  least three (3) Business Days before the requested date of each Eurodollar
Advance,  specifying:  (a)  the requested date of such Advance (which shall be
a  Business Day), (b) the amount of such Advance, (c) the Type of the Advance,
and  (d)  in  the  case  of a Eurodollar Advance, the duration of the Interest
Period  for  such  Advance.    The  Bank  at  its option may accept telephonic
requests  for  Advances,  provided that such acceptance shall not constitute a
waiver  of  the  Bank's  right  to  delivery  of  an  Advance  Request Form in
connection with subsequent Advances.  Any telephonic request for an Advance by
the Borrower shall be promptly confirmed by submission of a properly completed
Advance  Request  Form  to  the Bank.  Each Eurodollar Advance shall be in the
minimum  amount  of  Fifty  Thousand Dollars ($50,000) or an integral multiple
thereof.    Not  later than 1:00 p.m. Dallas, Texas time on the date specified
for  each  Advance hereunder, and subject to the other terms and conditions of
this  Agreement,  the Bank will make each Advance available to the Borrower by
depositing  the  same,  in  immediately  available funds, in an account of the
Borrower  (designated  by  the  Borrower)  maintained  with  the  Bank  at the
Principal  Office.    All  notices by the Borrower under this Section shall be
irrevocable  and  shall be given not later than 10:00 A.M. Dallas, Texas, time
on  the day which is not less than the number of Business Days specified above
for  such  notice.  No more than three (3) Interest Periods shall be in effect
at  the  same  time.

     Section 7       Use of Proceeds .  The proceeds of Advances shall be used
by  the  Borrower  and  the  Subsidiaries  for working capital in the ordinary
course  of  business  and  general  corporate  purposes.

     Section 8      Commitment Fee .  The Borrower agrees to pay to the Bank a
Commitment  Fee  (herein  so called) on the daily average unused amount of the
Commitment,  for  the  period from and including the date of this Agreement to
and  including  the  Termination  Date, at the rate of one-half of one percent
(1/2%)  per  annum  based  on  a  360  day  year and the actual number of days
elapsed;  provided, however, that if at any time the Funded Debt Ratio is less
than  3.0  to  1.0, such rate shall be reduced to three-eighths of one percent
(3/8%)  per  annum.  The accrued Commitment Fee shall be payable in arrears on
each  Quarterly  Payment Date and on the Termination Date.  For the purpose of
calculating the Commitment Fee, the Commitment shall be deemed utilized to the
extent  of  all  outstanding  Advances  and  Letter  of  Credit  Liabilities.

     Section 9         Reduction or Termination of Commitments .  The Borrower
shall  have  the  right  to  terminate  in  whole or reduce in part the unused
portion  of  the  Commitment upon at least two (2) Business Days' prior notice
(which  notice shall be irrevocable) to the Bank specifying the effective date
thereof,  whether  a termination or reduction is being made, and the amount of
any  partial  reduction,  provided that each partial reduction shall be in the
amount  of  One Hundred Thousand Dollars ($100,000) or an integral multiple of
$50,000  in  excess  thereof  and the Borrower shall simultaneously prepay the
amount  by  which  the  unpaid  principal  amount  of the Advances exceeds the
Commitment  (after  giving  effect  to  such  notice)  plus accrued and unpaid
interest  on  the  principal  amount  so  prepaid.   The Commitment may not be
reinstated  after  it  has  been  terminated  or  reduced.

     Section 10       Letters  of  Credit  .

     (a)  Pursuant  to  the  Prior  Loan  Agreement,  the  Bank has issued the
Existing  Letter  of  Credit.    Subject  to  the terms and conditions of this
Agreement,  the  Bank agrees to issue one or more additional Letters of Credit
for  the account of the Borrower from time to time from the date hereof to and
including  the  Termination Date; provided, however, the outstanding Letter of
Credit  Liabilities  (including  the  face  amount  of  the Existing Letter of
Credit)  shall  not at any time exceed an amount equal to the aggregate amount
of the Commitment minus the outstanding Advances.  Each Letter of Credit shall
have  an  initial  expiration  date  not  to  exceed 365 days from the date of
issuance, shall not have an expiration date beyond the Termination Date, shall
be payable in Dollars, shall be satisfactory in form and substance to the Bank
and shall be issued pursuant to such documents and instruments consistent with
this Agreement (including, without limitation, the Bank's standard application
for  issuance  of  letters  of  credit  as  then  in  effect)  as the Bank may
reasonably  require.    Each Letter of Credit shall be issued on at least five
(5)  Business  Days  prior  notice from the Borrower to the Bank by means of a
Letter  of  Credit  Request  Form  describing  the  transaction proposed to be
supported  thereby  and  specifying  (1) the requested date of issuance (which
shall be a Business Day), (2) the face amount of the Letter of Credit, (3) the
expiration  date  of  the  Letter  of  Credit, (4) the name and address of the
beneficiary,  (5) the conditions permitting the drawing or drawings thereunder
and (6) the form of the draft and any other documents required to be presented
at  the  time  of  any drawing (such request to set forth the exact wording of
such  documents  or  to  attach  copies  thereof).    Upon  fulfillment of the
applicable  conditions  precedent in this Section 2.10(a), the Bank shall make
the  applicable Letter of Credit available to the Borrower or, if so requested
by  the  Borrower,  to  the  beneficiary  of  the  Letter  of  Credit.

     (B)  Each Letter of Credit Disbursement shall constitute and be deemed an
Advance  (which  shall  initially  be a Prime Rate Advance) by the Bank to the
Borrower  as of the day and time such Letter of Credit Disbursement is made by
the  Bank  and  in  the  amount  of  such  Letter of Credit Disbursement.  The
Borrower  shall pay to the Bank a letter of credit fee on the outstanding face
amount of each Letter of Credit, for the period from and including the date of
issuance  of  such  Letter  of  Credit  to  the  date  of  its  expiration  or
termination,  at  a  per  annum  rate  equal to the applicable Eurodollar Rate
Margin  based  on  a  360 day year and the actual number of days elapsed.  The
accrued  letter  of  credit  fee shall be payable in arrears on each Quarterly
Payment  Date  and  on  the  Termination  Date.

     (c)  The  obligations  of the Borrower to reimburse the Bank for drawings
under  each Letter of Credit shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement
and  the  other  Loan  Documents under all circumstances whatsoever, including
without  limitation  the  following  circumstances:

      (i) Any  lack  of  validity or enforceability of any Letter of Credit or
any  other  Loan  Document;

     (ii) Any amendment or waiver of or any consent to departure from any Loan
Documents;

    (iii) The  existence  of any claim, setoff, counterclaim, defense or other
rights  which  Borrower,  any Obligated Party, or any other Person may have at
any  time  against  the  beneficiary  of any Letter of Credit, the Bank or any
other  Person,  whether  in  connection  with this Agreement or any other Loan
Documents  or  any  unrelated  transaction;

     (iv) Any  statement,  draft, or other document presented under any Letter
of  Credit  proving  to be forged, fraudulent, invalid, or insufficient in any
respect  or  any  statement  therein being untrue or inaccurate in any respect
whatsoever;

      (v) Payment  by the Bank under any Letter of Credit against presentation
of  a  draft  or  other  document which does not comply with the terms of such
Letter  of  Credit;  or

     (vi) Any  other  circumstance  or  happening  whatsoever,  whether or not
similar  to  any  of  the  foregoing.

     (d)   he  Borrower  assumes  all  risk  of  the  acts or omissions of any
beneficiary  of  any Letter of Credit with respect to its use of any Letter of
Credit.   Neither the Bank nor any of its affiliates, correspondents, officers
or directors shall have any responsibility or liability to the Borrower or any
Person  for  (i)  any  error,  loss,  omission,  interruption  or  delay  in
transmission,  dispatch  or delivery of any one or more messages or advices in
connection  with  any  Letter  of Credit, whether transmitted by cable, radio,
telegraph,  mail  or  otherwise  and  despite  any cipher or code which may be
employed,  or  (ii)  any  action,  inaction  or omission which may be taken or
suffered by it or them in good faith or through inadvertence in identifying or
failing  to  identify any beneficiary(ies) or otherwise in connection with any
Letter  of  Credit,  or  (iii)  the  validity,  sufficiency  or genuineness of
documents  even  if  such  documents  should in fact prove to be in any or all
respects  invalid, insufficient, fraudulent or forged, or (iv) any act, error,
neglect  or default, omission, insolvency or failure in business of any of the
Bank's  correspondents, or (v) any failure of the beneficiary of any Letter of
Credit  to  comply  fully  with conditions required in order to draw upon such
Letter  of  Credit,  or  (vi)  if  any  Letter of Credit is transferrable, the
validity  or  sufficiency  of  any  instrument  transferring  or  assigning or
purporting  to  transfer  or  assign  such  Letter  of Credit or the rights or
benefits  thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason, or (vii) errors in interpretation
of  technical terms, or (viii) any consequences arising from causes beyond the
control  of  the  Bank.  The happening of any one or more of the contingencies
referred  to in the preceding sentence shall not affect, impair or prevent the
vesting  of  any  of  the Bank's rights or powers hereunder.  If any Letter of
Credit  (or  any Loan Document executed in connection with a Letter of Credit)
shall  be  terminated or revoked by operation of law as to the Borrower or any
applicant  under  any  Letter  of  Credit,  or if the payment of any Letter of
Credit shall be restrained or attempted to be restrained by court order or any
other  means,  Borrower will indemnify and save the Bank harmless from any and
all  loss,  cost, damage, expense and attorneys' fees which may be suffered or
incurred  by  such Person.  In furtherance and extension and not in limitation
of the specific provisions set forth above, any action taken or omitted by the
Bank  under or in connection with any Letter of Credit, if taken or omitted in
good  faith,  shall  not  put  the  Bank  under any resulting liability to the
Borrower  or  any  other Person.  The Bank may accept documents that appear on
their  face  to be in order, without responsibility for further investigation,
regardless  of  any  notice  or  information  to  the  contrary.

                                   ARTICLE III

                                  Payments

     Section 1       Method of Payment .  All payments of principal, interest,
and  other  amounts  to  be  made by the Borrower under this Agreement and the
other  Loan  Documents  shall  be  made to the Bank at the Principal Office in
Dollars  and  in  immediately  available  funds, without setoff, deduction, or
counterclaim,  not  later  than  10:00 A.M., Dallas, Texas time on the date on
which such payment shall become due (each such payment made after such time on
such  due  date to be deemed to have been made on the next succeeding Business
Day).  The Borrower shall, at the time of making each such payment, specify to
the  Bank  the sums payable by the Borrower under this Agreement and the other
Loan  Documents  to which such payment is to be applied (and in the event that
the  Borrower  fails to so specify, or if an Event of Default has occurred and
is  continuing,  the  Bank  may  apply such payment to the Obligations in such
order  and  manner as it may elect in its sole discretion, subject to Sections
3.2,  3.3  and  3.4 hereof).  Whenever any payment under this Agreement or any
other  Loan Document shall be stated to be due on a day that is not a Business
Day,  such  payment  may be made on the next succeeding Business Day, and such
extension  of  time  shall  in such case be included in the computation of the
payment  of  interest  and  commitment  fee,  as  the  case  may  be.

     Section 2     Voluntary Prepayment .  The Borrower may, upon at least two
(2)  Business  Days' prior notice to the Bank, voluntarily prepay the Advances
in  whole  at any time or from time to time in part without premium or penalty
but  with accrued interest to the date of prepayment on the amount so prepaid,
provided  that  (a) prepayment of Eurodollar Advances may give rise to a claim
by  the  Bank  for  compensation  under  Section  4.6,  and  (b)  each partial
prepayment  shall  be  in the principal amount of One Hundred Thousand Dollars
($100,000)  or  an  integral  multiple  of Fifty Thousand Dollars ($50,000) in
excess  of  One  Hundred  Thousand Dollars ($100,000).  All notices under this
Section  shall  be  irrevocable  and  shall be given not later than 10:00 A.M.
Dallas,  Texas,  time on the day which is not less than the number of Business
Days  specified  above  for such notice.  If the Borrower fails to specify the
application  of  prepayments, prepayments shall be applied first to Prime Rate
Advances  and  then  to  Eurodollar  Advances.

     Section 3          Mandatory Prepayment of Advances .  If at any time the
outstanding  principal  amount  of  all  Advances  exceeds the Commitment, the
Borrower shall prepay the amount of excess plus accrued and unpaid interest on
the  amount so prepaid.  Any such mandatory prepayments shall be applied first
to  Prime  Rate  Advances  and  then  to  Eurodollar  Advances.

     Section 4          Withholding  Taxes  .  All payments by the Borrower of
principal  of  and  interest on the Advances and of all fees and other amounts
payable  under  any  Loan  Document  are  payable  without deduction for or on
account  of  any  present  or  future taxes, duties or other charges levied or
imposed  by  the  United  States of America or by any political subdivision or
taxing  authority  of  or  in  any  of  the  foregoing  through withholding or
deduction  with  respect  to  any such payments.  If any such taxes, duties or
other  charges  are  so  levied  or  imposed, the Borrower will pay additional
interest  or  will  make additional payments in such amounts so that every net
payment  of principal of and interest on the Advances and of all other amounts
payable  by  it under any Loan Document, after withholding or deduction for or
on  account of any such present or future taxes, duties or other charges, will
not  be less than the amount provided for herein or therein, provided that the
Borrower  shall  have no obligation to pay such additional amounts to the Bank
to  the  extent  that  such  taxes, duties, or other charges are imposed on or
measured  by  the  net  income  of the Bank by any jurisdiction.  The Borrower
shall  furnish  promptly  to  the  Bank  official receipts evidencing any such
withholding  or  reduction.

     Section 5     Computation of Interest .  Interest on the Advances and all
other amounts payable by the Borrower hereunder shall be computed on the basis
of  a  year  of  365 days and the actual number of days elapsed (including the
first  day but excluding the last day), except that interest on the Eurodollar
Advances  shall  be  computed  on  the  basis  of  a  year  of  360  days.

                                   ARTICLE IV

              Special Provisions Regarding Eurodollar Advances

     Section 1        Conversions and Continuations .  The Borrower shall have
the  right  from  time  to  time  to Convert all (but not less than all) of an
Advance  of one Type into an Advance of another Type or to Continue Eurodollar
Advances as Eurodollar Advances by giving the Bank written notice at least one
(1)  Business  Day  before  Conversion  into a Prime Rate Advance and at least
three (3) Business Days before Conversion into or Continuation of a Eurodollar
Advance,  specifying:  (a) the Conversion or Continuation date, (b) the amount
of  the  Advance to be Converted or Continued, (c) in the case of Conversions,
the  Type  of  Advance  to  be  Converted  into,  and  (d)  in  the  case of a
Continuation  of  or Conversion into a Eurodollar Advance, the duration of the
Interest  Period  applicable thereto; provided that (i) except for Conversions
into  Prime  Rate  Advances,  no Conversions shall be made while a Default has
occurred  and  is continuing, and (ii) no more than three (3) Interest Periods
shall  be  in effect at the same time.  All notices by the Borrower under this
Section  shall  be  irrevocable  and shall be given to the Bank not later than
10:00  A.M. Dallas, Texas time on the day which is not less than the number of
Business  Days specified above for such notice.  If the Borrower shall fail to
give  the Bank the notice as specified above for Continuation or Conversion of
a  Eurodollar  Advance  prior  to  the end of the Interest Period with respect
thereto, such Eurodollar Advance shall be Converted automatically into a Prime
Rate  Advance  on  the  last  day of the then current Interest Period for such
Eurodollar  Advance.

     Section 2         Additional  Costs  .

     (a)   The Borrower  shall pay directly to the Bank from time to time such
amounts  as  the  Bank  may determine to be necessary to compensate it for any
costs  incurred  by  the  Bank  which  the  Bank  reasonably  determines  are
attributable to its making or maintaining of any Eurodollar Advances hereunder
or  its obligation to make any of such Advances hereunder, or any reduction in
any amount receivable by the Bank hereunder in respect of any such Advances or
such  obligation (such increases in costs and reductions in amounts receivable
being  herein  called  "Additional  Costs"),  resulting  from any Regulatory
Change  which:

      (i) changes  the  basis  of  taxation of any amounts payable to the Bank
under  this  Agreement  or the Revolving Credit Note in respect of any of such
Advances  (other  than  taxes imposed on the overall net income of the Bank or
its  Applicable Lending Office for any of such Advances by the jurisdiction in
which  the  Bank  has its principal office or such Applicable Lending Office);

     (ii) imposes  or  modifies any reserve, special deposit, minimum capital,
capital  ratio, or similar requirement relating to any extensions of credit or
other  assets of, or any deposits with or other liabilities or commitments of,
the  Bank  (including  any of such Advances or any deposits referred to in the
definition  of  "Eurodollar  Rate"  in  Section  1.1  hereof);  or

    (iii) imposes any other condition affecting this Agreement or the Notes or
any  of  such  extensions  of  credit  or  liabilities  or  commitments.

The  Bank  will  notify  the Borrower of any event occurring after the date of
this  Agreement  which  will entitle the Bank to compensation pursuant to this
Article  IV  as promptly as practicable after it obtains knowledge thereof and
determines  to  request such compensation (provided that any claim by the Bank
for  compensation pursuant to this Article IV shall be made within ninety (90)
days after the initial occurrence of the event giving rise to such claim), and
will designate a different Applicable Lending Office for the Advances affected
by  such  event  if  such  designation  will avoid the need for, or reduce the
amount  of,  such  compensation and will not, in the sole opinion of the Bank,
violate  any  law, rule, or regulation or be in any way disadvantageous to the
Bank,  provided  that  the  Bank  shall  have no obligation to so designate an
Applicable  Lending  Office located in the United States of America.  The Bank
will  furnish  the Borrower with a certificate setting forth the basis and the
amount of each request of the Bank for compensation under this Section 4.2(a).
 If  the  Bank  requests  compensation  from  the  Borrower under this Section
4.2(a),  the Borrower may, by notice to the Bank suspend the obligation of the
Bank  to  make  or  Continue making, or Convert Advances into, Advances of the
Type with respect to which such compensation is requested until the Regulatory
Change  giving  rise to such request ceases to be in effect (in which case the
provisions  of  Section  4.5  hereof  shall  be  applicable).

     (b)  Without  limiting  the  effect  of  the foregoing provisions of this
Section  4.2,  in the event that, by reason of any Regulatory Change, the Bank
either  (i) incurs Additional Costs based on or measured by the excess above a
specified  level  of the amount of a category of deposits or other liabilities
of the Bank which includes deposits by reference to which the interest rate on
Eurodollar  Advances is determined as provided in this Agreement or a category
of  extensions of credit or other assets of the Bank which includes Eurodollar
Advances  or  (ii)  becomes  subject  to  restrictions on the amount of such a
category  of  liabilities  or  assets  which it may hold, then, if the Bank so
elects  by  notice  to  the  Borrower,  the  obligation of the Bank to make or
Continue  making,  or  Convert  Advances into, Advances of such Type hereunder
shall  be  suspended  until  such Regulatory Change ceases to be in effect (in
which  case  the  provisions  of  Section  4.5  hereof  shall  be applicable).

     (c)  Determinations  and  allocations  by  the  Bank for purposes of this
Section 4.2 of the effect of any Regulatory Change on its costs of maintaining
its  obligations  to  make Advances or of making or maintaining Advances or on
amounts receivable by it in respect of Advances, and of the additional amounts
required  to  compensate the Bank in respect of any Additional Costs, shall be
conclusive, provided that such determinations and allocations are made in good
faith  and  on  a  reasonable  basis  and  without  duplication of the Reserve
Requirement.

     Section 3       Limitation on Types of Advances .  Anything herein to the
contrary  notwithstanding,  if with respect to any Eurodollar Advances for any
Interest  Period  therefor,  the Bank determines (which determination shall be
conclusive  if  made  in good faith) that quotations of interest rates for the
relevant  deposits  referred  to  in  the  definition  of "Eurodollar Rate" in
Section  1.1  hereof are not being provided in the relative amounts or for the
relative  maturities for purposes of determining the rate of interest for such
Advances  as provided in this Agreement, then the Bank shall give the Borrower
prompt  notice thereof specifying the relevant amounts or periods, and so long
as  such condition remains in effect, the Bank shall be under no obligation to
make  additional  Eurodollar  Advances  or to Convert Prime Rate Advances into
Eurodollar  Advances  and  the  Borrower shall, on the last day(s) of the then
current  Interest  Period(s)  for  the outstanding Eurodollar Advances, either
prepay such Eurodollar Advances or Convert such Eurodollar Advances into Prime
Rate  Advances in accordance with the terms of this Agreement.  The Bank shall
be  deemed  to  have acted in good faith under this Section 4.3 if the Bank is
giving  notice  to  its customers generally of the occurrence of either of the
conditions  specified  in  this  Section  4.3.

     Section 4       Illegality .  Notwithstanding any other provision of this
Agreement,  in  the  event  that  it  becomes  unlawful  for  the  Bank or its
Applicable  Lending  Office  to  (a)  honor  its obligation to make Eurodollar
Advances  hereunder  or  (b)  maintain Eurodollar Advances hereunder, then the
Bank  shall  promptly notify the Borrower thereof and the Bank's obligation to
make  or  maintain Eurodollar Advances and to Convert Prime Rate Advances into
Eurodollar  Advances  hereunder shall be suspended until such time as the Bank
may  again make and maintain Eurodollar Advances (in which case the provisions
of  Section  4.5  hereof  shall  be  applicable).

     Section 5          Treatment  of  Affected  Advances .  If the Eurodollar
Advances  of  the  Bank  (such  Eurodollar  Advances  being hereinafter called
"Affected  Advances")  are  to  be  Converted  pursuant  to Section 4.2 or 4.4
hereof,  the  Bank's  Affected  Advances shall be automatically Converted into
Prime  Rate Advances on the last day(s) of the then current Interest Period(s)
for the Affected Advances (or, in the case of a Conversion required by Section
4.2(b)  or  4.4  hereof,  on  such earlier date as the Bank may specify to the
Borrower),  and, unless and until the Bank gives notice as provided below that
the  circumstances  specified  in Section 4.2 or 4.4 hereof which gave rise to
such  Conversion  no  longer  exist:

     (a)  To  the  extent  that  the  Bank's  Affected  Advances  have been so
Converted,  all payments and prepayments of principal which would otherwise be
applied  to the Bank's Affected Advances shall be applied instead to its Prime
Rate  Advances;  and

     (b)  All  Advances which would otherwise be made or Continued by the Bank
as  Eurodollar Advances shall be made as or Converted into Prime Rate Advances
and  all  Advances  of  the  Bank  which  would  otherwise  be  Converted into
Eurodollar  Advances  shall  remain  as  Prime  Rate  Advances.


     Section 6        Compensation .  The Borrower shall pay to the Bank, upon
the request of the Bank, which request shall be made within one hundred eighty
(180)  days  after  the occurrence of any event specified in subsection (a) or
(b)  below,  such  amount or amounts as shall be sufficient (in the reasonable
opinion  of the Bank) to compensate it for any loss, cost, or expense incurred
by  it  as  a  result  of:

     (a)  Any  payment,  prepayment  or Conversion of a Eurodollar Advance for
any reason (including, without limitation, the acceleration of the outstanding
Advances  pursuant  to  Section  11.2) on a date other than the last day of an
Interest  Period  for  such  Eurodollar  Advance;  or

     (b)  Any  failure  by  the  Borrower  for  any reason (including, without
limitation, the failure of any conditions precedent specified in Article VI to
be  satisfied)  to borrow, Convert, or prepay a Eurodollar Advance on the date
for  such  borrowing,  Conversion,  or  prepayment,  specified in the relevant
notice  of  borrowing,  prepayment,  or  Conversion  under  this  Agreement.

Without limiting the effect of the preceding sentence, such compensation shall
include  an  amount equal to the excess, if any, of (i) the amount of interest
which  otherwise  would  have  accrued  on  the  principal  amount  so paid or
Converted  or  not  borrowed  for  the  period  from the date of such payment,
Conversion,  or  failure  to borrow to the last day of the Interest Period for
such  Eurodollar Advance (or, in the case of a failure to borrow, the Interest
Period  for  such  Eurodollar  Advance  which would have commenced on the date
specified  for  such  borrowing)  at  the applicable rate of interest for such
Eurodollar  Advance  provided  for herein minus (ii) the interest component of
the  amount  the  Bank  would  have  bid  in  the  London  interbank  market.

     Section 7         Capital Adequacy .  If, after the date hereof, the Bank
shall have determined in good faith that the adoption or implementation of any
applicable  law,  rule,  or  regulation regarding capital adequacy (including,
without  limitation,  any  law,  rule,  or  regulation  implementing the Basle
Accord),  or  any  change  therein,  or  any  change  in the interpretation or
administration  thereof  by  any  central bank or other Governmental Authority
charged  with  the  interpretation or administration thereof, or compliance by
the  Bank  (or its parent) with any guideline, request, or directive regarding
capital  adequacy (whether or not having the force of law) of any central bank
or  other Governmental Authority (including, without limitation, any guideline
or  other  requirement  implementing  the Basle Accord), has or would have the
effect  of reducing the rate of return on the Bank's (or its parent's) capital
as a consequence of its obligations hereunder or the transactions contemplated
hereby  to  a  level  below  that  which  the  Bank (or its parent) could have
achieved  but  for such adoption, implementation, change or compliance (taking
into consideration the Bank's policies with respect to capital adequacy) by an
amount  deemed  by the Bank to be material, then from time to time, within ten
(10)  Business  Days  after  demand by the Bank, the Borrower shall pay to the
Bank  such  additional  amount  or amounts as will compensate the Bank (or its
parent)  for  such  reduction;  provided  that  any  claim  by  the  Bank  for
compensation  pursuant  to  this  Section 4.7 shall be made within ninety (90)
days  after  the initial occurrence of the event giving rise to such claim.  A
certificate  of  the Bank claiming compensation under this Section and setting
forth  the  additional  amount  or amounts to be paid to it hereunder shall be
conclusive,  provided that the determination thereof is made in good faith and
on  a  reasonable  basis.  In determining such amount or amounts, the Bank may
use  any  reasonable  averaging  and  attribution  methods.

                                   ARTICLE V

                                  Security

     Section 1          Collateral .  Borrower hereby acknowledges, agrees and
confirms  that,  as  continuing security for the full and complete payment and
performance  of  the  Obligations,  the Security Documents grant to the Bank a
Lien  in  the  collateral  described  below  (which,  together  with any other
property  and  collateral which may now or hereafter secure the Obligations or
any  part  thereof,  is  sometimes  herein  called  the  "Collateral").

     (a)  Borrower  has previously granted to the Bank, for the benefit of the
Prior  Lenders,  a first priority lien on the Real Property and has previously
assigned  to  the  Bank, for the benefit of the Prior Lenders, all present and
future  rents,  leases, and profits relating to the Real Property, pursuant to
the  Deed  of  Trust  and  the  Assignment  of  Leases.

     (b)  Each  of  the Borrower and the Guarantors have previously granted to
the  Bank,  for  the  benefit  of the Prior Lenders, a first priority security
interest  in  all  of its accounts, accounts receivable, equipment, machinery,
fixtures,  inventory,  chattel  paper,  documents,  instruments,  the  Pledged
Shares,  and general intangibles, whether now owned or hereafter acquired, and
all  products  and  proceeds  thereof,  pursuant to the Security Agreement and
subject  to  exceptions  set  forth  therein.

     (c)  Each  of the Borrower and the Guarantors have previously executed or
shall execute and cause to be executed such further documents and instruments,
including without limitation, Uniform Commercial Code financing statements and
trademark  security  interest  documents,  as  the  Bank,  in  its  reasonable
discretion, deems necessary or desirable to evidence and perfect its Liens and
security  interests  in  the  Collateral.

     Section 2      Existing Liens to Continue.  Borrower hereby acknowledges,
agrees  and  confirms  that  the Liens previously granted to the Bank, for the
benefit  of  the  Prior  Lenders, shall continue and survive the execution and
delivery of this Agreement, and all of the rights granted to the Bank pursuant
to  the  Security  Documents shall also continue and survive the execution and
delivery of this Agreement and the other Loan Documents executed in connection
herewith; provided, however, that (a) after giving effect to the modifications
to  the Security Documents required pursuant to Section 6.1 of this Agreement,
the  Liens shall be in favor of the Bank, for its sole benefit, and such Liens
shall  no longer be for the benefit of the Prior Lenders and (b) to the extent
there  is  any conflict, of whatever nature, between the conditions, terms and
provisions  of  the  Security  Documents and this Agreement and the other Loan
Documents  executed  in  connection herewith, this Agreement and such new Loan
Documents  shall  govern,  prevail  and  control  any  such  conflict  or
inconsistency.

     Section 3     Setoff .  If an Event of Default shall have occurred and is
continuing,  the  Bank is hereby authorized at any time and from time to time,
without  prior  notice to the Borrower (any such notice being hereby expressly
waived by the Borrower), to set off and apply any and all deposits (general or
special,  time  or  demand,  provisional  or final) at any time held and other
indebtedness at any time owing by the Bank to or for the credit or the account
of  the Borrower against any and all of the obligations of the Borrower now or
hereafter  existing  under  this  Agreement, the Revolving Credit Note, or any
other  Loan  Document, irrespective of whether or not the Bank shall have made
any  demand  under  this Agreement or the Revolving Credit Note, or such other
Loan Document and although such obligations may be unmatured.  The Bank agrees
promptly  to  notify  the  Borrower  after  any  such  setoff and application,
provided that the failure to give such notice shall not affect the validity of
such  setoff  and  application.  The rights and remedies of the Bank hereunder
are  in  addition to other rights and remedies (including, without limitation,
other  rights  of  setoff)  which  the  Bank  may  have.

     Section 4      Guaranty.  The Obligations have been and shall continue to
be  unconditionally guaranteed in whole or in part by each of the Subsidiaries
(other  than  the  Foreign  Subsidiaries)  pursuant  to  the  Guaranty.

                                   ARTICLE VI

                      Conditions Precedent and Closing

     Section 1         Renewal and Restructure.  The obligation of the Bank to
renew,  extend  and restructure the Existing Loans is subject to the condition
precedent  that the Bank shall have received on or before the Closing Date all
of the following, each dated (unless otherwise indicated) the Closing Date, in
form  and  substance  satisfactory  to  the  Bank:

     (a)    Resolutions.    (i)  Resolutions  of the Board of Directors of the
Borrower  certified by its Secretary or an Assistant Secretary which authorize
the execution, delivery, and performance by the Borrower of this Agreement and
the  other  Loan  Documents  to which the Borrower is or is to be a party; and
(ii)  resolutions of the Board of Directors of each Guarantor certified by its
Secretary  or  Assistant Secretary which authorize the execution, delivery and
performance  by  the Guarantor of the Guaranty and the other Loan Documents to
which  such  Guarantor  is  or  is  to  be  a  party.

     (b)    Incumbency Certificate.  (i) A certificate of incumbency certified
by  the  Secretary  or  an  Assistant Secretary of the Borrower certifying the
names  of  the  officers of the Borrower authorized to sign this Agreement and
each  of the other Loan Documents to which the Borrower is or is to be a party
(including  the  certificates  contemplated  herein)  together  with  specimen
signatures of such officers; and (ii) a certificate of incumbency certified by
the Secretary or an Assistant Secretary of such Guarantor certifying the names
of  the  officers  of  such Guarantor authorized to sign the Loan Documents to
which  such  Guarantor  is  or  is  to  be a party (including the certificates
contemplated  herein)  together  with  specimen  signatures  of such officers.

     (c)    Articles  of  Incorporation.  (i) The articles of incorporation of
the Borrower certified by the Secretary of State of the state of incorporation
of  the Borrower and dated within ten (10) days prior to the Closing Date; and
(ii)  the  articles of incorporation of each Subsidiary certified, in the case
of  each  Guarantor  only,  by  the  Secretary of State of the jurisdiction of
incorporation  of  such Subsidiary and dated within ten (10) days prior to the
Closing  Date.

     (d)    Bylaws.  (i) The bylaws of the Borrower certified by the Secretary
or  an  Assistant  Secretary  of  the  Borrower;  and  (ii) the bylaws of each
Subsidiary  certified  by  the  Secretary  or  an  Assistant Secretary of such
Subsidiary.

     (e)    Governmental    Certificates.  (i) Certificates of the appropriate
government  officials  of the state of incorporation of the Borrower as to the
existence  and  good standing of the Borrower, each dated within ten (10) days
prior  to  the  date  of  the  Closing  Date;  and  (ii)  certificates  of the
appropriate  government officials of the jurisdiction of incorporation of each
Guarantor  as  to the existence of good standing of such Guarantor, each dated
within  ten  (10)  days  prior  to  the  Closing  Date.

     (f)    Revolving  Credit Note.  The Revolving Credit Note executed by the
Borrower.

     (g)    Amended  and Restated Security Agreement.  An Amended and Restated
Security  Agreement,  duly  executed  by  the  Borrower  and  the  Guarantors,
reaffirming  and  amending  as  appropriate  the  provisions  of  the Security
Agreement.

     (h)    UCC-3  Amendments  to Financing Statements.  Form UCC-3 Amendments
to  all  existing  Uniform  Commercial  Code financing statements covering the
Collateral,  duly  executed  by  the  Borrower,  amending  as  appropriate the
provisions  thereof.

     (i)    Amendments  to  Other  Security  Documents.    Amendments to other
Security  Documents  as  may be necessary in order to preserve and perfect the
Bank's  first  priority  Lien  in  the  Collateral.

     (j)    Guaranty.    The  Guaranty  duly  executed  by  the  Guarantors.

     (k)    Amendment  to  Trademark  Document.  An amendment to the Trademark
Security  Interest  Document,  duly  executed by the Borrower, reaffirming and
amending  as  appropriate  the  provisions  thereof.

     (l)    Pledged  Shares.    Certificates  evidencing  the  Pledged Shares,
accompanied by appropriate stock powers duly executed in blank by the Borrower
or  the  applicable  Guarantor.

     (m)    Certain  Leases.   A certificate executed by an Authorized Officer
of  the Borrower certifying that attached thereto are true and complete copies
of  the  leases  covering each of the office or warehouse facilities leased by
the  Borrower.

     (n)    Insurance  Policies.   Evidence of all insurance policies required
by  Section  8.5, together with loss payable endorsements in favor of the Bank
with  respect  to  all  insurance  policies  covering  Collateral.

     (o)    UCC    Search.    The  results of a Uniform Commercial Code search
showing  all  financing  statements and other documents or instruments on file
against  the  Borrower  and  each  of  the  Guarantors  in  the offices of the
Secretary  of  State of Texas and the Oklahoma County Clerk, such search to be
as  of  a  date  no  more  than  ten  (10)  days  prior  to  the Closing Date;

     (p)    Opinion  of  Counsel.  A favorable opinion of Akin, Gump, Strauss,
Hauer  & Feld, L.L.P., legal counsel to the Borrower and the Guarantors, as to
the  matters  set  forth in  Exhibit "C" hereto, and such other matters as the
Bank  may  reasonably  request.

     (q)    Attorneys'  Fees  and  Expenses.    Evidence  that  the  costs and
expenses  (including  reasonable attorneys' fees) referred to in Section 12.1,
to  the  extent  incurred,  shall  have  been  paid  in  full by the Borrower.

     (r)    Facility Fee.  Evidence that the Facility Fee shall have been paid
in  full  by  the  Borrower.

     (s)    Additional Documentation.     Such additional approvals, opinions,
or  documents  as  the  Bank  or its legal counsel, Winstead Sechrest & Minick
P.C.,  may  reasonably  request.

     Section 2      New Advances .  The obligation of the Bank to make any new
Advance (excluding any Continuation or Conversion) is subject to the following
additional  conditions  precedent:

     (a)    Advance Request Form.  The Bank shall have received, in accordance
with  Section  2.6,  an  Advance Request Form, dated the date of such Advance,
executed  by  an  Authorized  Officer  of  the  Borrower;

     (b)    No  Default.  No Default shall have occurred and be continuing, or
would  result  from  such  Advance;

     (c)    Representations  and  Warranties.   All of the representations and
warranties  contained  in  Article  VII hereof and in the other Loan Documents
shall  be true and correct on and as of the date of such Advance with the same
force  and  effect  as if such representations and warranties had been made on
and  as  of  such  date;  and

     (d)    Additional  Documentation.    The  Bank  shall  have received such
additional approvals, opinions, or documents as the Bank or its legal counsel,
Winstead  Sechrest  &  Minick  P.C.,  may  reasonably  request.

     Section 3          Closing.  The closing of the transactions contemplated
hereby shall occur no later than August 29, 1997, at 10:00 A.M. (Dallas, Texas
time),  or  such  later date and time as the parties hereto may mutually agree
(the "Closing Date") at the offices of Winstead, Sechrest & Minick, P.C., 5400
Renaissance  Tower,  1201  Elm  Street,  Dallas,  Texas    75270.

                                   ARTICLE VII

                       Representations and Warranties

     To  induce the Bank to enter into this Agreement, the Borrower represents
and  warrants  to  the  Bank  as  follows:

     Section 1     Corporate Existence .  The Borrower and each Subsidiary (a)
is  a corporation duly organized, validly existing, and in good standing under
the  laws  of  the  jurisdiction  of  its incorporation; (b) has all requisite
corporate  power  and authority to own its assets and carry on its business as
now  being or as proposed to be conducted; and (c) is qualified to do business
in  all  jurisdictions  in  which  the  nature  of  its  business  makes  such
qualification  necessary and where failure to so qualify would have a material
adverse  effect  on  its  business,  condition  (financial  or  otherwise),
operations,  prospects,  or  properties.  The Borrower has the corporate power
and  authority  to  execute,  deliver,  and perform its obligations under this
Agreement  and  the other Loan Documents to which it is or may become a party.

     Section 2       Financial Statements .  The Borrower has delivered to the
Bank  audited  consolidated  financial  statements  of  the  Borrower  and its
Subsidiaries  as at and for the fiscal year ended June 30, 1996, and unaudited
consolidated financial statements of the Borrower and its Subsidiaries for the
nine  (9)-month  period  ended  March 30, 1997.  Such financial statements are
true  and  correct, have been prepared in accordance with GAAP, and fairly and
accurately  present,  on  a consolidated basis, the financial condition of the
Borrower and its Subsidiaries as of the respective dates indicated therein and
the  results  of  operations for the respective periods indicated therein.  To
the  best  of  Borrower's  knowledge,  neither  the  Borrower  nor  any of its
Subsidiaries  has  any material contingent liabilities, liabilities for taxes,
unusual  forward or long-term commitments, or unrealized or anticipated losses
from  any  unfavorable  commitments  required  by GAAP to be reflected in such
financial statements except as reflected in such financial statements.  To the
best of Borrower's knowledge, there has been no material adverse change in the
business,  condition  (financial  or  otherwise),  operations,  prospects,  or
properties of the Borrower or any of its Subsidiaries since the effective date
of  the  most  recent  financial  statements  referred  to  in  this  Section.

     Section 3     Corporate Action; No Breach .  The execution, delivery, and
performance  by the Borrower of this Agreement and the other Loan Documents to
which  the  Borrower  is  or  may  become a party, the execution, delivery and
performance  by the Guarantors of the Guaranty and the other Loan Documents to
which  they  are  or  may  become  a  party, and compliance with the terms and
provisions  hereof  and  thereof  have  been  duly authorized by all requisite
corporate action on the part of the Borrower and the Guarantors and do not and
will  not  (a)  violate or conflict with, or result in a breach of, or require
any  consent under (i) the articles of incorporation or bylaws of the Borrower
or  any of the Guarantors, (ii) any applicable law, rule, or regulation or any
order,  writ,  injunction,  or  decree  of  any  Governmental  Authority  or
arbitrator,  or (iii) any agreement or instrument to which the Borrower or any
of  the Guarantors is a party or by which any of them or any of their property
is  bound  or subject, or (b) constitute a default under any such agreement or
instrument,  or  result  in  the creation or imposition of any Lien (except as
provided  in  Article V) upon any of the revenues or assets of the Borrower or
any  Guarantor.

     Section 4          Operation  of Business .  The Borrower and each of its
Subsidiaries  possess  all licenses, permits, franchises, patents, copyrights,
trademarks,  service  marks  and  tradenames,  or rights thereto, necessary to
conduct  their  respective  businesses  substantially  as now conducted and as
presently  proposed  to  be  conducted,  and  the  Borrower  and  each  of its
Subsidiaries  are  not in violation of any valid rights of others with respect
to  any  of the foregoing.  Schedule 7 identifies all trademarks, trade names,
service  marks,  copyrights, patents and applications for any of the foregoing
owned by or issued to the Borrower or any of the Subsidiaries and includes the
name  under  which  the  rights  are  claimed,  and  the  dates of issuance or
application,  as  the case may be.  Except as set forth on Schedule 7, neither
the  Borrower  nor  any  Subsidiary  pays  any  royalty  for  the  use of such
trademarks,  trade names, service marks, copyrights, patents and applications,
and  Borrower  has  the  exclusive right to bring actions for the infringement
thereof.    No product made or sold by the Borrower or any Subsidiary violates
any  license  granted  to  the  Borrower or such Subsidiary or, to the best of
Borrower's  knowledge,    infringes  any  trademark, trade name, service mark,
copyright  or  patent  of  another.    There  is no pending nor, to be best of
Borrower's  knowledge,  threatened claim of litigation against the Borrower or
any Subsidiary contesting its right  to use any of the trademarks, trade names
and  service marks or the validity of any of the copyrights and patents listed
on  Schedule  7  or  asserting  the  misuse  thereof.

     Section 5     Litigation and Judgments .  Except as disclosed on Schedule
2  hereto,  Borrower  has  no knowledge of any action, suit, investigation, or
proceeding  before  or  by any Governmental Authority or arbitrator pending or
threatened against or affecting the Borrower or any Subsidiary, that would, if
adversely  determined,  have  a  material  adverse  effect  on  the  business,
condition  (financial  or  otherwise), operations, prospects, or properties of
the  Borrower  or  any  Subsidiary  or  the ability of the Borrower to pay and
perform  the  Obligations.    There  are  no outstanding judgments against the
Borrower  or  any  Subsidiary.

     Section 6          Rights  in  Properties; Liens .  The Borrower and each
Subsidiary have good and indefeasible title to or valid leasehold interests in
their  respective  properties  and  assets,  real  and personal, including the
properties,  assets,  and  leasehold  interests  reflected  in  the  financial
statements described in Section 7.2, and, to the best of Borrower's knowledge,
 none of the properties, assets, or leasehold interests of the Borrower or any
Subsidiary  is  subject  to  any  Lien,  except  as  permitted by Section 9.2.

     Section 7     Enforceability .  This Agreement constitutes, and the other
Loan  Documents  to  which  the  Borrower  or  any  Guarantor  is  party, when
delivered,  shall  constitute the legal, valid, and binding obligations of the
Borrower or such Guarantor, enforceable against the Borrower or such Guarantor
in  accordance  with  their respective terms, except as limited by bankruptcy,
insolvency,  or  other laws of general application relating to the enforcement
of  creditors'  rights.

     Section 8     Approvals .  No authorization, approval, or consent of, and
no  filing  or registration with, any Governmental Authority or third party is
or  will  be  necessary  for  the  execution,  delivery, or performance by the
Borrower  of  this Agreement and by the Borrower or any Guarantor of the other
Loan  Documents  to which the Borrower or such Guarantor, as applicable, is or
may  become  a  party  or  for  the  validity  or  enforceability  thereof.

     Section 9         Debt .  The Borrower and its Subsidiaries have no Debt,
except  as  permitted  under  Section  9.1.

     Section 10       Taxes .  The Borrower and each Subsidiary have filed all
tax  returns  (federal,  state, and local) required to be filed, including all
income, franchise, employment, property, and sales tax returns, and have paid,
subject  to  any  matters  being  contested  in  good  faith  by  appropriate
proceedings,    all  of  their  respective liabilities for taxes, assessments,
governmental charges, and other levies that are due and payable.  The Borrower
knows  of  no  pending  investigation of the Borrower or any Subsidiary by any
taxing  authority  or  of  any  pending  but  unassessed  tax liability of the
Borrower  or  any  Subsidiary.

     Section 11     Use of Proceeds; Margin Securities .  Neither the Borrower
nor  any  Subsidiary  is  engaged  principally,  or  as  one  of its important
activities,  in the business of extending credit for the purpose of purchasing
or  carrying  margin stock (within the meaning of Regulations G, T, U, or X of
the  Board  of  Governors  of  the Federal Reserve System), and no part of the
proceeds  of any Advance will be used to purchase or carry any margin stock or
to  extend  credit  to others for the purpose of purchasing or carrying margin
stock.

     Section 12    ERISA .  The Borrower and each Subsidiary are in compliance
in  all  material respects with all applicable provisions of ERISA.  Neither a
Reportable  Event  nor a Prohibited Transaction has occurred and is continuing
with  respect  to any Plan with the result that there is an unfunded liability
currently  or  prospectively owed by Borrower or any Subsidiary.  No notice of
intent  to terminate a Plan has been filed, nor has any Plan been terminated. 
No  circumstances  exist  which  constitute  grounds  entitling  the  PBGC  to
institute  proceedings  to  terminate,  or  appoint a trustee to administer, a
Plan,  nor has the PBGC instituted any such proceedings.  Neither the Borrower
nor  any  ERISA  Affiliate  has  completely  or  partially  withdrawn  from  a
Multiemployer  Plan.    The  Borrower  and each ERISA Affiliate have met their
minimum  funding  requirements under ERISA with respect to all of their Plans,
and the present value of all vested benefits under each Plan do not exceed the
fair market value of all Plan assets allocable to such benefits, as determined
on  the  most recent valuation date of the Plan and in accordance with ERISA. 
Neither the Borrower nor any ERISA Affiliate has incurred any liability to the
PBGC  under  ERISA.

     Section 13         Disclosure  .    No  statement,  information,  report,
representation,  or  warranty made by the Borrower in this Agreement or in any
other  Loan Document or furnished to the Bank by the Borrower or any Guarantor
in  connection  with  this  Agreement  or  any transaction contemplated hereby
contains  any  untrue  statement  of  a  material  fact  or omits to state any
material  fact  necessary to make the statements herein or therein, when taken
as  a whole, not misleading.  There is no fact known to the Borrower which has
a material adverse effect, or which in the future could reasonably be expected
to  have  a  material adverse effect, on the business, condition (financial or
otherwise),  operations,  prospects,  or  properties  of  the  Borrower or any
Subsidiary  that  has  not  been  disclosed  in  writing  to  the  Bank.

     Section 14    Subsidiaries .  The Borrower has no Subsidiaries other than
those  listed on Schedule 4 hereto, and Schedule 4 sets forth the jurisdiction
of  incorporation  of  each  Subsidiary  and  the percentage of the Borrower's
ownership  of  the  outstanding  voting  stock of each Subsidiary.  All of the
outstanding capital stock of each Subsidiary has been validly issued, is fully
paid,  and  is  nonassessable.

     Section 15     Agreements .  Neither the Borrower nor any Subsidiary is a
party  to  any  indenture, loan, or credit agreement, or to any lease or other
agreement  or  instrument,  or subject to any charter or corporate restriction
which  could  reasonably  be expected to have a material adverse effect on the
business,  condition  (financial  or  otherwise),  operations,  prospects,  or
properties  of  the Borrower or any Subsidiary, or the ability of the Borrower
to  pay  and perform its obligations under the Loan Documents to which it is a
party.    Neither the Borrower nor any Subsidiary is in default in any respect
in  the  performance,  observance,  or  fulfillment of any of the obligations,
covenants,  or conditions contained in any agreement or instrument material to
its  business  to  which  it  is  a  party.

     Section 16         Compliance  with  Laws .  Neither the Borrower nor any
Subsidiary  is  in  violation  in  any  material  respect  of  any  law, rule,
regulation,  order, or decree of any Governmental Authority or arbitrator, the
violation  of  which  would or could reasonably be expected to have a material
adverse  effect  on  the  business,  condition  (financial  or  otherwise),
operations,  prospects  or  properties  of  the  Borrower  or  any Subsidiary.

     Section 17         Inventory  .    All  inventory of the Borrower and any
Subsidiary  has  been  and  will  hereafter be produced in compliance with all
applicable  laws,  rules,  regulations, and governmental standards, including,
without limitation, the minimum wage and overtime provisions of the Fair Labor
Standards  Act,  as  amended  (29  U.S.C.        201-219), and the regulations
promulgated  thereunder.

     Section 18         Investment Company Act .  Neither the Borrower nor any
Subsidiary  is  an  "investment  company" within the meaning of the Investment
Company  Act  of  1940,  as  amended.

     Section 19     Public Utility Holding Company Act .  Neither the Borrower
nor  any  Subsidiary  is  a  "holding  company" or a "subsidiary company" of a
"holding  company"  or  an  "affiliate"  of  a  "holding company" or a "public
utility" within the meaning of the Public Utility Holding Company Act of 1935,
as  amended.

     Section 20     Environmental Matters .  Except as disclosed on Schedule 5
hereto:

     (a)    The  Borrower,  each  Subsidiary,  and  all  of  their  respective
properties,  assets,  and  operations  are  in  full  compliance  with  all
Environmental  Laws.    The  Borrower  is  not  aware of, nor has the Borrower
received  notice  of,  any  past,  present,  or  future  conditions,  events,
activities,  practices,  or  incidents which may interfere with or prevent the
compliance  or  continued compliance of the Borrower and the Subsidiaries with
all  Environmental  Laws;

     (b)   The  Borrower  and  each  Subsidiary  have  obtained  all  permits,
licenses,  and authorizations that are required under applicable Environmental
Laws,  and  all  such  permits  are  in good standing and the Borrower and its
Subsidiaries  are  in  compliance with all of the terms and conditions of such
permits;

     (c)  No Hazardous Materials exist on, about, or within or have been used,
generated,  stored,  transported,  disposed of on, or Released from any of the
properties  or  assets  of  the Borrower or any Subsidiary.  The use which the
Borrower  and  the  Subsidiaries  make  and intend to make of their respective
properties  and  assets  will  not  result  in  the  use, generation, storage,
transportation,  accumulation,  disposal, or Release of any Hazardous Material
on,  in,  or  from any of their properties or assets, except for the handling,
storage,  use,  transportation,  or generation of materials and products used,
produced  or  generated  in  the  business  of  food  preparation, processing,
packaging,  warehousing,  transportation  and restaurant operations including,
without  limitation,  chemicals  for  processing  or preserving food products,
chemicals  and  other  substances  used  for building and grounds maintenance,
disinfectants,  pesticides,  cleaning  agents,  motor  fuels,  lubricants,
processing  by-products  and food wastes, all of which have been stored, used,
transported  and  generated  in  compliance  with  all  Environmental  Laws;

     (d)  Neither  the  Borrower  nor any of its Subsidiaries nor any of their
respective  currently  owned  or leased properties or operations is subject to
any  outstanding  or,  to  the best of its knowledge, threatened order from or
agreement  with  any  Governmental Authority or other Person or subject to any
judicial  or docketed administrative proceeding with respect to (i) failure to
comply  with  Environmental  Laws,  (ii)  Remedial  Action,  or  (iii)  any
Environmental  Liabilities  arising  from  a  Release  or  threatened Release;

     (e)  There  are  no  conditions  or  circumstances  associated  with  the
currently  owned  or leased properties or operations of the Borrower or any of
its  Subsidiaries  that  could  reasonably  be  expected  to  give rise to any
Environmental  Liabilities;

     (f)  Neither  the  Borrower  nor  any of its Subsidiaries is a treatment,
storage,  or  disposal  facility  requiring  a  permit  under  the  Resource
Conservation  and  Recovery  Act,  42  U.S.C.      6901 et seq., regulations
thereunder  or  any  comparable  provision  of  state  law;

     (g)  Neither the Borrower nor any of its Subsidiaries has filed or failed
to  file  any  notice  required under applicable Environmental Law reporting a
Release;  and

     (h) 4To  the  best  of  Borrower's  knowledge,  no Lien arising under any
Environmental  Law has attached to any property or revenues of the Borrower or
its  Subsidiaries.


                                   ARTICLE VIII

                             Positive Covenants

     The Borrower covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or the Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  positive  covenants:

     Section 1      Reporting Requirements .  The Borrower will furnish to the
Bank:

     (a)    Annual  Financial  Statements.    As soon as available, and in any
event  within  one hundred twenty (120) days after the end of each fiscal year
of  the Borrower, beginning with the fiscal year ending in June of 1997, (i) a
copy  of the annual audit report of the Borrower and the Subsidiaries for such
fiscal year containing, on a consolidated and (to the extent required by GAAP)
consolidating  basis,  balance  sheets  and  statements  of  income,  retained
earnings, and cash flow as at the end of such fiscal year and for the 12-month
period  then ended, in each case setting forth in comparative form the figures
for  the  preceding  fiscal  year,  all  in  reasonable detail and audited and
certified  by  Price  Waterhouse,  or  other  independent  certified  public
accountants  of recognized standing acceptable to the Bank, to the effect that
such  report has been prepared in accordance with GAAP; and (ii) a certificate
of  such independent certified public accountants to the Bank (A) stating that
to  their  knowledge no Default has occurred and is continuing, or if in their
opinion a Default has occurred and is continuing, a statement as to the nature
thereof,  and  (B)  confirming  the  calculations  set  forth in the officer's
certificate  delivered  simultaneously  therewith;

      (b)   Quarterly  Financial Statements.  As soon as available, and in any
event within sixty (60) days after the end of each of the first three 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;

     (c)    Quarterly  Calculations.    As soon as available, and in any event
within  forty-five  (45)  days  after  the  end  of each fiscal quarter of the
Borrower,  (i)  a  certificate  of  an  Authorized  Officer of the Borrower in
substantially  the  form of Exhibit "D" 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  X and (ii) if applicable, the notice required under
the  definition  of  "Eurodollar  Rate  Margin";

     (d)    Certificate of No Default.  Concurrently with the delivery of each
of the financial statements referred to in subsection 8.1(a), a certificate of
an Authorized Officer of the Borrower in substantially the form of Exhibit "D"
hereto  (i)  stating  that 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 (ii) showing in reasonable
detail  the  most recent calculations demonstrating compliance with Article X;

     (e)    Management  Letters.    As  soon  as  practicable and in any event
within five (5) days after receipt thereof, a copy of any management letter or
written  report  submitted  to  the  Borrower or any Subsidiary by independent
certified  public  accountants  with  respect  to  the  business,  condition
(financial or otherwise), operations, prospects, or properties of the Borrower
or  any  Subsidiary;

     (f)    Notice  of  Litigation.   Promptly after the commencement thereof,
notice  of  all  actions,  suits,  and  proceedings  before  any  Governmental
Authority  or  arbitrator  affecting  the Borrower or any Subsidiary which, if
determined  adversely  to the Borrower or such Subsidiary, is likely to result
in  liability,  over  and above any portion covered by insurance, in excess of
$500,000;

     (g)    Notice of Default.  As soon as practicable and in any event within
five (5) days after the Borrower knows or has reason to know of the occurrence
of any Default, a written notice setting forth the details of such Default and
the  action  that  the  Borrower  has  taken and proposes to take with respect
thereto;

     (h)    ERISA  Reports.    As  soon as practicable and in any event within
five  (5)  days  after  the  filing or receipt thereof, copies of all reports,
including  annual  reports, reports of Reportable Events, and material notices
which  the  Borrower or any Subsidiary files with or receives from the PBGC or
the  U.S.  Department  of Labor under ERISA; and as soon as practicable and in
any  event  within five (5) days after the Borrower or any Subsidiary knows or
has  reason  to know that any Prohibited Transaction has occurred with respect
to  any Plan or that the PBGC or the Borrower or any Subsidiary has instituted
or will institute proceedings under Title IV of ERISA to terminate any Plan, a
certificate  of  the  Authorized  Officer  of  the  Borrower setting forth the
details  as  to such Prohibited Transaction or Plan termination and the action
that  the  Borrower  proposes  to  take  with  respect  thereto;

     (i)    Notice  of Material Adverse Change.  As soon as practicable and in
any  event within five (5) days after the Borrower knows or has reason to know
of the occurrence thereof, written notice of any matter that is likely to have
a material adverse effect on the business, condition (financial or otherwise),
operations,  prospects,  or  properties  of  the  Borrower  or any Subsidiary;

     (j)    Proxy  Statements,  Etc.    As soon as available, one copy of each
financial statement, report, notice or proxy statement sent by the Borrower or
any  Subsidiary  to  its  stockholders generally and one copy of each regular,
periodic or special report, registration statement, or prospectus filed by the
Borrower  or any Subsidiary with any securities exchange or the Securities and
Exchange  Commission  or  any  successor  agency;

     (k)      General  Information.    As  soon  as  practicable,  such  other
information  concerning  the  Borrower  or any Subsidiary as the Bank may from
time  to  time  reasonably  request.

     Section 2          Maintenance  of  Existence; Conduct of Business .  The
Borrower  will  preserve  and  maintain,  and  will  cause  each Subsidiary to
preserve and maintain, its corporate existence and all of its material leases,
privileges, licenses, permits, franchises, qualifications, and rights that are
necessary  or desirable in the ordinary conduct of its business.  The Borrower
will  conduct,  and  will cause each Subsidiary to conduct, its business in an
orderly  and  efficient  manner  in  accordance  with good business practices.

     Section 3        Maintenance of Properties .  The Borrower will maintain,
keep, and preserve, and cause each Subsidiary to maintain, keep, and preserve,
all  of  its material properties (tangible and intangible) necessary or useful
in  the  proper  conduct  of its business in good working order and condition.

     Section 4     Taxes and Claims .  The Borrower will pay or discharge, and
will  cause  each  Subsidiary  to  pay  or discharge, at or before maturity or
before  becoming  delinquent  (a)  all  taxes,  levies,  assessments,  and
governmental  charges  imposed  on  it  or its income or profits or any of its
property,  and (b) all lawful claims for labor, material, and supplies, which,
if  unpaid,  might  become a Lien upon any of its property; provided, however,
that  neither  the  Borrower  nor  any  Subsidiary shall be required to pay or
discharge  any  tax,  levy,  assessment, or governmental charge which is being
contested in good faith by appropriate proceedings diligently pursued, and for
which  adequate  reserves  have  been  established.

     Section 5         Insurance .  The Borrower will maintain, and will cause
each  of  the  Subsidiaries  to maintain, insurance with financially sound and
reputable  insurance  companies  in such amounts and covering such risks as is
usually  carried  by  corporations  engaged  in  similar businesses and owning
similar  properties  in  the  same general areas in which the Borrower and the
Subsidiaries  operate,  provided  that in any event the Borrower will maintain
and  cause  each  Subsidiary  to maintain workmen's compensation insurance (or
utilize legally available alternatives to such insurance), property insurance,
comprehensive  general  liability insurance, products liability insurance, and
business  interruption  insurance  reasonably  satisfactory  to the Bank.  The
Borrower will provide evidence of all such insurance to the Bank, and all such
insurance  must be reasonably satisfactory to the Bank.  Each insurance policy
covering  Collateral shall name the Bank as an additional loss payee and shall
provide  that such policy will not be cancelled or reduced without thirty (30)
days'  prior  written  notice  to  the  Bank.

     Section 6       Inspection Rights .  At any reasonable time and from time
to  time,  the Borrower will permit, and will cause each Subsidiary to permit,
representatives of the Bank to examine, copy, and make extracts from its books
and records, to visit and inspect its properties, and to discuss its business,
operations,  and  financial  condition  with  its  officers,  employees,  and
independent  certified public accountants.  Without limiting the generality of
the  foregoing,  the  Borrower  will permit, and will cause each Subsidiary to
permit,  representatives  of the Bank to conduct semi-annual field audits, the
cost of which will be borne by the Borrower in an amount not to exceed $10,000
annually.

     Section 7        Keeping Books and Records .  The Borrower will maintain,
and will cause each Subsidiary to maintain, proper books of record and account
in which full, true, and correct entries in conformity with GAAP shall be made
of  all  dealings and transactions in relation to its business and activities.

     Section 8      Compliance with Laws .  The Borrower will comply, and will
cause  each Subsidiary to comply, in all material respects with all applicable
laws, rules, regulations, orders, and decrees of any Governmental Authority or
arbitrator.

     Section 9     Compliance with Agreements .  The Borrower will comply, and
will  cause  each  Subsidiary  to  comply,  in  all material respects with all
agreements,  contracts,  and  instruments  binding  on  it  or  affecting  its
properties  or  business.

     Section 10        Further Assurances .  The Borrower will, and will cause
each  Subsidiary  to,  execute  and  deliver  such  further  agreements  and
instruments and take such further action as may be reasonably requested by the
Bank  to carry out the provisions and purposes of this Agreement and the other
Loan  Documents  and to create, preserve, and perfect the Liens of the Bank in
the  Collateral.

     Section 11         ERISA .  The Borrower will comply, and will cause each
Subsidiary  to  comply,  with  all minimum funding requirements, and all other
material  requirements, of ERISA, if applicable, so as not to give rise to any
liability  thereunder.

     Section 12       Change of Control.  As soon as possible and in any event
within  five  (5)  days  after the Borrower knows or has reason to know that a
Change of Control has occurred or is contemplated, the Borrower shall give the
Bank  notice  thereof  and  shall  offer  to  accelerate  payment  of  all the
Obligations.   The Bank shall have fifteen (15) days after its receipt of such
notice  to  notify the Borrower of its desire to accelerate payment of all the
Obligations,  in  which  event  the Borrower shall pay the Obligations in full
within  thirty  (30)  days  after  the  later  of (a) the Bank's notice to the
Borrower  of  its  desire  to  accelerate payment or (b) the occurrence of the
Change  of  Control.    Notwithstanding  the foregoing, the Bank agrees not to
exercise  its  right  to  accelerate  payment of the Obligations pursuant to a
Change  of Control which results from the death of C. Jeffrey Rogers, provided
that  Ronald  Parker  assumes  and  remains in the position of chief executive
officer  of  the  Borrower.


                                   ARTICLE IX

                             Negative Covenants

     The Borrower covenants and agrees that, as long as the Obligations or any
part  thereof  are  outstanding  or the Bank has any Commitment hereunder, the
Borrower  will  perform  and  observe  the  following  negative  covenants:

     Section 1         Debt .  The Borrower will not incur, create, assume, or
permit  to exist, and will not permit any Subsidiary to incur, create, assume,
or  permit  to  exist,  any  Debt,  except:

     (a)     Debt  to  the  Bank  pursuant  to  the  Loan  Documents;

     (b)  Existing  Debt  described  on  Schedule  3 hereto and any renewal or
extension  thereof which does not increase the outstanding amount thereof; and

     (c)  Debt  of the Borrower to any Subsidiary and of any Subsidiary to the
Borrower  or  another  Subsidiary;  and

     (d)  Capital  Lease  Obligations and/or purchase money Debt for purchases
of  equipment  in  the ordinary course of business not exceeding $1,600,000 in
the  aggregate  at  any  one  time.

     Section 2     Limitation on Liens .  The Borrower will not incur, create,
assume,  or  permit  to  exist,  and  will not permit any Subsidiary to incur,
create, assume, or permit to exist, any Lien upon any of its property, assets,
or  revenues,  whether  now  owned  or  hereafter  acquired,  except:

     (a)    Liens  disclosed  on  Schedule  6  hereto;

     (b)    Liens  in  favor  of  the  Bank;

     (c)  Encumbrances  consisting of minor easements, zoning restrictions, or
other restrictions on the use of real property that do not (individually or in
the aggregate) materially affect the value of the assets encumbered thereby or
materially  impair the ability of the Borrower or the Subsidiaries to use such
assets  in  their  respective  businesses;

     (d)  Liens  for  taxes,  assessments, or other governmental charges which
are  not  delinquent  or which are being contested in good faith and for which
adequate  reserves  have  been  established;

     (e)  Liens  of  mechanics,  materialmen, warehousemen, carriers, or other
similar  statutory  Liens  (including  statutory  landlord's  Liens)  securing
obligations  that  are  not yet due and are incurred in the ordinary course of
business;  and

     (f)  Liens  resulting  from  good  faith  deposits  to secure payments of
workmen's  compensation  or  other  social  security  programs,  to secure the
performance  of  reinsurance agreements  or to secure payments to utilities or
the  performance  of  tenders, statutory obligations, surety and appeal bonds,
bids,  contracts  (other  than  for  payment  of  Debt), or leases made in the
ordinary  course  of  business.

     (g)  Purchase  money  liens,  purchase  money security interests or title
retention  arrangements  upon  or  in  any  equipment  acquired or held by the
Borrower  in  the  ordinary  course  of  business  to  secure  purchase  money
indebtedness  incurred  solely for the purpose of financing the acquisition of
such equipment; provided that such purchase money indebtedness does not exceed
limitations  contained  in  clause  (d)  of  Section 9.1 hereof; and provided,
further,  that such purchase money liens, purchase money security interests or
title  retention  arrangements  shall attach only to equipment so acquired and
shall  not  attach  to  any  other  Collateral;

     (h)  Attachment  and  judgment Liens not constituting an Event of Default
under  Section  11(g)  or  11(h);

     (i)   Inchoate  Liens  arising  under  ERISA  to  secure  the  contingent
liability  of  the  Borrower  or  any  Subsidiary;  and

     (j)  Liens renewing and extending the Liens permitted hereunder, provided
that  no  such  Lien  is  expanded  to  cover  any  additional  property.

     Section 3      Mergers, Etc.   The Borrower will not, and will not permit
any Subsidiary to, become a party to a merger or consolidation, or purchase or
otherwise acquire all or any substantial part of the business or assets of any
Person  or any shares or other evidence of beneficial ownership of any Person,
or  wind-up,  dissolve,  or  liquidate  itself, except that (a) a wholly-owned
Subsidiary  may  be merged or consolidated with or into the Borrower (provided
that  the  Borrower shall be the continuing or surviving corporation), (b) the
Borrower  may purchase or otherwise acquire the assets of existing franchisees
or area development rights up to an aggregate amount of $5,000,000 and (c) the
Borrower  may purchase or otherwise acquire all or any substantial part of the
business  or assets of any Person upon obtaining the prior written approval of
the  Bank.

     Section 4     Restricted Payments .  The Borrower will not declare or pay
any  dividends  or  make  any  other payment or distribution (whether in cash,
property,  or  obligations)  on  account  of  its  capital  stock,  or redeem,
purchase, retire, or otherwise acquire any of its capital stock, or permit any
of  its Subsidiaries to purchase or otherwise acquire any capital stock of the
Borrower  or another Subsidiary, or set apart any money for a sinking or other
analogous  fund for any dividend or other distribution on its capital stock or
for  any  redemption, purchase, retirement, or other acquisition of any of its
capital  stock;  provided  that the foregoing restrictions do not prohibit (a)
the  purchase  of common stock of the Borrower in open market transactions, so
long as no Default or Event of Default exists at the time of such purchase nor
would  result  after giving effect thereto; (b) dividend payments on any class
of  capital  stock  payable solely in shares of capital stock of the Borrower;
(c) payments of dividends from any Subsidiary to the Borrower; (d) payments in
lieu  of  taxes  to  the  Borrower  or  a Subsidiary pursuant to a tax sharing
agreement;  (e)  any  exchange  of  stock not involving any cash consideration
pursuant  to  a  stock option plan for employees or directors of the Borrower;
(f)  payments  of  cash dividends on any class of capital stock of Borrower so
long  as no Default or Event of Default exists at the time of such payment nor
would  result after giving effect thereto at the time of such payment; and (g)
any  other  redemption,  purchase,  retirement  or  the  acquisition  of  the
Borrower's  capital  stock  upon  obtaining  the prior written approval of the
Bank.

     Section 5         Investments .  The Borrower will not make, and will not
permit  any  Subsidiary to make, any advance, loan, extension of credit (other
than  trade  credit  extended to any franchisee or purchaser of inventory from
Borrower  or  any Subsidiary), or capital contribution to or investment in, or
purchase  or  own,  or  permit  any  Subsidiary to purchase or own, any stock,
bonds,  notes,  debentures,  or  other  securities  of,  any  Person,  except:

     (a)  readily  marketable  direct  obligations  of  the  United  States of
America  or  any  agency  thereof with maturities of one year or less from the
date  of  acquisition;

     (b)  fully insured certificates of deposit with maturities of one year or
less  from  the date of acquisition issued by any commercial bank operating in
the  United  States  of  America  having  capital  and  surplus  in  excess of
$50,000,000;

     (c)  commercial  paper  of  a  domestic issuer if at the time of purchase
such  paper  is  rated in one of the two highest rating categories of Standard
and  Poor's  Corporation  or  Moody's  Investors  Service,  Inc.;

     (d)  advances,  loans  and  capital  contributions by the Borrower to any
Subsidiary which is in existence at the Closing Date, and advances or loans to
the  Borrower  by  any  Subsidiary;

     (e)    ans  to  franchisees in an aggregate amount not to exceed $100,000
to  any  one  franchisee  or  $250,000  in  the  aggregate;

     (f)  loans  or  advances  to  employees  of  the Borrower in the ordinary
course of business not to exceed $100,000 to any one individual or $250,000 in
the  aggregate;

     (g)  investments outstanding at any time with respect to hedging exposure
to  foreign currency fluctuations in which the Borrower has currency exposure,
provided  that the actual exposure covered by such investments does not exceed
$100,000;

     (h)    investments  listed  on  Schedule  8;

     (i)  promissory  notes  or  other  evidences of indebtedness arising from
sales  of  franchises  or  area development rights or transfers of franchises,
equipment,  and  related  property  by  the  Borrower;  and

     (j)  investments  in  joint  ventures  or  other business combinations or
entities  for  the  purpose  of promoting franchise operations in an aggregate
amount  not  to  exceed  $100,000  in  any  one transaction or $250,000 in the
aggregate; provided that the Borrower shall form a separate Subsidiary to be a
partner  or  investor in any such joint venture or other business combination.

Notwithstanding  the  foregoing,  the  Borrower shall be permitted to form new
Subsidiaries  subsequent  to  the  Closing  Date  and make advances, loans and
capital  contributions thereto, provided that each such new Subsidiary becomes
a  party  to the Guaranty, the Security Agreement and any other Loan Documents
requested  by  the Bank on terms satisfactory to the Bank within ten (10) days
after  the  formation  thereof.

     Section 6         Limitation on Issuance of Capital Stock .  The Borrower
will  not,  and will not permit any of its Subsidiaries to, at any time issue,
sell,  assign,  or  otherwise dispose of (a) any of its capital stock, (b) any
securities  exchangeable  for  or  convertible  into or carrying any rights to
acquire  any  of its capital stock, or (c) any option, warrant, or other right
to  acquire  any  of its capital stock, except pursuant to a stock option plan
for  employees  or  directors  of  the  Borrower.

     Section 7     Transactions With Affiliates .  The Borrower will not enter
into,  and  will  not  permit  any  Subsidiary to enter into, any transaction,
including,  without limitation, the purchase, sale, or exchange of property or
the  rendering  of  any  service,  with  any Affiliate of the Borrower or such
Subsidiary,  except  in  the ordinary course of and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable  terms  no  less  favorable to the Borrower or such Subsidiary than
would  be  obtained in a comparable arm's-length transaction with a Person not
an  Affiliate  of  the  Borrower  or  such  Subsidiary.

     Section 8     Disposition of Assets .  The Borrower will not sell, lease,
assign,  transfer,  or  otherwise  dispose of any of its assets, or permit any
Subsidiary to do so with any of its assets, without the prior written approval
of  the  Bank,  except  as  follows:

     (a)    dispositions of inventory in the ordinary course of business;

     (b)    sales  of  franchises  and  area  development  rights;

     (c)    dispositions to the Borrower or a Subsidiary who is a party to
the  Security  Agreement;

     (d)      dispositions of worn-out or obsolescent equipment, provided that
the  proceeds  thereof  are  used  to  acquire  replacements  thereof;  and

     (e)          sales of other assets at not less than the fair market value
thereof,  provided that (i) no Default or Event of Default has occurred and is
continuing,  (ii)  the  aggregate book value of all assets then proposed to be
disposed  of  plus the aggregate book value of all other assets disposed of by
the  Borrower and the Subsidiaries pursuant to this subsection (e) in a twelve
month  period immediately preceding the date of such proposed disposition does
not  exceed  five  percent  (5%)  of  Consolidated  Assets  at  the end of the
preceding  fiscal  year, and (iii) the aggregate book value of all assets then
proposed  to  be  disposed  of  plus  the  aggregate  book value of all assets
disposed  of  by  the Borrower and the Subsidiaries during the period from the
Closing  Date  to  the  date  of such proposed disposition does not exceed ten
percent  (10%) of Consolidated Assets at the end of the preceding fiscal year.

     Section 9     Sale and Leaseback .  The Borrower will not enter into, and
will  not permit any Subsidiary to enter into, any arrangement with any Person
pursuant  to  which  it leases from such Person real or personal property that
has  been  or  is  to be sold or transferred, directly or indirectly, by it to
such Person, except sale and leaseback transactions involving expenditures not
to  exceed  an  aggregate  of  $600,000  in  any  twelve  (12)  month  period.

     Section 10        Prepayment of Debt .  The Borrower will not prepay, and
will  not  permit  any Subsidiary to prepay, any Debt, except the Obligations.

     Section 11      Nature of Business .  The Borrower will not, and will not
permit  any  Subsidiary  to,  engage  in  any  business  other  than  existing
businesses  and  any  business  producing or offering for sale, by Borrower or
through  contracts  with  third  parties,  any  food  product by any method of
marketing or distribution, or other products related to promoting or enhancing
the  public  reputation  and  good-will  of  Borrower  or  any  Subsidiary.

     Section 12         Environmental  Protection  .  Except for the handling,
storage,  use,  transportation  or  generation of materials and products used,
produced  or  generated  in  the  business  of  food  preparation, processing,
packaging,  warehousing,  transportation  and restaurant operations including,
without  limitation,  chemicals  for  processing  or preserving food products,
chemicals  and  other  substances  used  for building and grounds maintenance,
disinfectants,  pesticides,  cleaning  agents,  motor  fuels,  lubricants,
processing by-products and food wastes, all of which shall be handled, stored,
used, transported and generated in compliance with all Environmental Laws, the
Borrower will not, and will not permit any of its Subsidiaries to, (a) use (or
permit any tenant to use) any of their respective properties or assets for the
handling,  processing,  storage,  transportation, or disposal of any Hazardous
Material,  (b)  generate any Hazardous Material, (c) conduct any activity that
is  likely to cause a Release or threatened Release of any Hazardous Material,
or  (d)  otherwise  conduct  any  activity  or  use  any  of  their respective
properties or assets, in each case in any manner that is likely to violate any
Environmental  Law  or  create  any  Environmental  Liabilities  for which the
Borrower  or any of its Subsidiaries would be responsible, whereby such use or
activity  is  likely  to  have  a  material  adverse effect on the business or
financial  condition  of  the  Borrower  and its Subsidiaries when viewed as a
whole.

     Section 13       Accounting .  The Borrower will not, and will not permit
any of its Subsidiaries to, change its fiscal year or make any material change
(a) in accounting treatment or reporting practices, except as required by GAAP
and  disclosed  to  the  Bank,  or  (b)  in tax reporting treatment, except as
required  by  law  and  disclosed  to  the  Bank.

                                   ARTICLE X

                            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  month:

     Section 1      Current Ratio .  The Borrower will at all times maintain a
Current  Ratio  of  not  less  than  1.25  to  1.0.

     Section 2     Leverage Ratio .  The Borrower will at all times maintain a
Leverage  Ratio  of  not  greater  than  2.0  to  1.0.

     Section 3     Funded Debt Ratio.  The Borrower will at all times maintain
a  Funded  Debt  Ratio  of    not  greater  than  2.50  to  1.00.

     Section 4          Fixed Charge Coverage Ratio.  The Borrower will at all
times  maintain  a  Fixed  Charge Coverage Ratio of not less than 1.80 to 1.0.

     Section 5         Operating Leases.  The Borrower will not incur, create,
assume,  or  permit  to  exist,  and  will not permit any Subsidiary to incur,
create,  assume,  or  permit  to  exist,  any liability for payments under any
Operating  Leases  without  the  prior  written  approval  of  the Bank, which
approval  shall not be unreasonably withheld, except for (a) liabilities under
Operating  Leases  in existence as of June 30, 1997, and (b) liabilities under
new  Operating  Leases  which  do not increase the Operating Lease obligations
(including  taxes,  insurance,  maintenance,  and  similar  expenses which the
Borrower or any Subsidiary is obligated to pay under any such Operating Lease)
of  the  Borrower and the Subsidiaries on a consolidated basis by an aggregate
amount  in  excess of Five Hundred Thousand Dollars ($500,000) per fiscal year
commencing  with  the  fiscal  year  ending in June of 1998; provided that 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.

                                   ARTICLE XI

                                  Default

     Section 1      Events of Default .  Each of the following shall be deemed
an  "Event  of  Default":

     (a)  The  Borrower  shall fail to pay when due any principal, interest or
fees, or any part thereof, and such failure continues for one (1) Business Day
after  notice  thereof  by  the  Bank.

     (b)  The  Borrower shall fail to pay when due the Obligations (other than
the  Obligations  described  in subsection (a) above) or any part thereof, and
such  failure continues for five (5) Business Days after notice thereof by the
Bank.

     (c)  Any  representation  or warranty made or deemed made by the Borrower
or  any  Obligated  Party  (or  any  of their respective officers) in any Loan
Document  or  in  any  certificate,  report,  notice,  or  financial statement
furnished  at  any  time  in  connection  with  this Agreement shall be false,
misleading,  or  erroneous in any material respect when made or deemed to have
been  made.

     (d)  The  Borrower  shall  fail  to  perform, observe, or comply with any
covenant,  agreement, or term contained in Section 8.1, Article IX, or Article
X  of  this  Agreement  and,  in  the  case of Section 8.1(a), 8.1(b), 8.1(c),
8.1(d),  8.1(j)  or  8.1(k)  only,  such  failure shall continue for three (3)
Business  Days  after  notice  thereof  to  the  Borrower  by  the  Bank.

     (e)  The  Borrower or any Obligated Party shall fail to perform, observe,
or  comply  with  any  other  covenant,  agreement,  or term contained in this
Agreement  or  any  other Loan Document (other than as provided in (a) through
(c)  of  this  Section) and such failure shall continue for a period of twenty
(25)  days  after  notice  thereof  to  the  Borrower  by  the  Bank.

     (f)  The  Borrower, any Subsidiary, or any Obligated Party shall commence
a  voluntary  proceeding  seeking liquidation, reorganization, or other relief
with respect to itself or its debts under any bankruptcy, insolvency, or other
similar  law  now  or  hereafter  in  effect  or  seeking the appointment of a
trustee, receiver, liquidator, custodian, or other similar official of it or a
substantial part of its property or shall consent to any such relief or to the
appointment  of  or  taking  possession by any such official in an involuntary
case  or  other  proceeding  commenced  against  it  or  shall  make a general
assignment  for  the  benefit  of creditors or shall generally fail to pay its
debts  as  they become due or shall take any corporate action to authorize any
of  the  foregoing.

     (g)  An  involuntary  proceeding shall be commenced against the Borrower,
any Subsidiary, or any Obligated Party seeking liquidation, reorganization, or
other relief with respect to it or its debts under any bankruptcy, insolvency,
or  other similar law now or hereafter in effect or seeking the appointment of
a trustee, receiver, liquidator, custodian or other similar official for it or
a  substantial  part  of  its  property, and such involuntary proceeding shall
remain  undismissed  and  unstayed  for  a  period  of  forty-five  (45) days.

     (h)  The  Borrower,  any Subsidiary, or any Obligated Party shall fail to
discharge  within  a  period  of  forty-five  (45) days after the commencement
thereof  any  attachment,  sequestration, or similar proceeding or proceedings
involving  an  aggregate  amount  in  excess  of Five Hundred Thousand Dollars
($500,000)  against  any  of  its  assets  or  properties.

     (i)  A  final judgment or judgments for the payment of money in excess of
Five Hundred Thousand Dollars ($500,000) in the aggregate shall be rendered by
a  court  or  courts  against  the  Borrower,  any of its Subsidiaries, or any
Obligated  Party  and the same shall not be discharged (or provision shall not
be  made  for  such  discharge),  or  a stay of execution thereof shall not be
procured,  within  thirty  (30)  days  from  the date of entry thereof and the
Borrower  or the relevant Subsidiary or Obligated Party shall not, within such
period  during  which  execution  of  the  same shall have been stayed, appeal
therefrom  and  cause  the  execution thereof to be stayed during such appeal.

     (j)  The  Borrower,  any Subsidiary, or any Obligated Party shall fail to
pay  when  due  (and after giving effect to any applicable grace period or any
extension of the applicable maturity date) any principal of or interest on any
Material  Debt  (other  than  the  Obligations),  or  the maturity of any such
Material  Debt  shall  have  been accelerated, or any such Material Debt shall
have  been required to be prepaid prior to the stated maturity thereof, or any
default  shall  have  occurred  (after  giving  effect to any applicable grace
period)  that  permits any holder or holders of such Debt or any Person acting
on  behalf  of  such  holder  or holders to accelerate the maturity thereof or
require  any  such  prepayment.  For purposes of this subsection (i), the term
"Material  Debt"  means  Debt  owed  by  the  Borrower  or any Subsidiary, the
principal  amount  of  which exceeds Five Hundred Thousand Dollars ($500,000).

     (k)  This  Agreement,  the Revolving Credit Note, the Security Documents,
the  Guaranty,  or  any other material Loan Document shall cease to be in full
force  and  effect  or  shall  be  declared  null  and void or the validity or
enforceability  thereof  shall be contested or challenged by the Borrower, any
Subsidiary,  any  Obligated  Party or any of their respective shareholders, or
the  Borrower  or  any  Obligated  Party  shall  deny  that it has any further
liability  or  obligation  under  any  of  such Loan Documents, or any lien or
security interest created by such Loan Documents shall for any reason cease to
be a valid, first priority (subject to exceptions permitted therein) perfected
security  interest  in  and  lien  upon  any of the Collateral purported to be
covered  thereby.

     (l)  Any of the following events shall occur or exist with respect to the
Borrower  or any ERISA Affiliate: (i) any Prohibited Transaction involving any
Plan;  (ii)  any  Reportable  Event with respect to any Plan; (iii) the filing
under Section 4041 of ERISA of a notice of intent to terminate any Plan or the
termination  of any Plan; (iv) any event or circumstance that might constitute
grounds  entitling  the  PBGC  to  institute proceedings under Section 4042 of
ERISA  for  the  termination  of,  or  for  the  appointment  of  a trustee to
administer,  any Plan, or the institution by the PBGC of any such proceedings;
or (v) complete or partial withdrawal under Section 4201 or 4204 of ERISA from
a  Multiemployer Plan or the reorganization, insolvency, or termination of any
Multiemployer  Plan; and in each case above, such event or condition, together
with  all  other  events or conditions, if any, have subjected or could in the
reasonable  opinion  of  the Bank subject the Borrower to any tax, penalty, or
other  liability  to  a Plan, a Multiemployer Plan, the PBGC, or otherwise (or
any  combination thereof) which in the aggregate exceed or could reasonably be
expected  to  exceed  Five  Hundred  Thousand  Dollars  ($500,000).

     (m)  The Borrower or any of its Subsidiaries, or any of their properties,
revenues,  or  assets,  shall  become  the  subject of an order of forfeiture,
seizure,  or  divestiture (whether under RICO or otherwise) and the same shall
not  have been discharged (or provisions shall not be made for such discharge)
within  forty-five  (45)  days  from  the  date  of  entry  thereof.

     (n)  A Change of Control shall occur, the Bank shall have given notice to
the  Borrower  pursuant  to  Section  8.12 that the Bank desires to accelerate
payment  of all the Obligations, and the Borrower shall have failed to pay the
Obligations  in  full  within  the thirty (30) day period specified in Section
8.12.

     Section 2        Remedies .  If any Event of Default shall occur and be
continuing,  the  Bank  may  do  any  one  or  more  of  the  following:

     (a)    Acceleration.    Declare  all outstanding principal of and accrued
and  unpaid interest on the Revolving Credit Note and all other obligations of
the  Borrower  under  the  Loan Documents immediately due and payable, and the
same  shall  thereupon  become  immediately  due  and payable, without notice,
demand,  presentment,  notice  of  dishonor, notice of acceleration, notice of
intent  to accelerate, protest, or other formalities of any kind, all of which
are  hereby  expressly  waived  by  the  Borrower.

     (b)    Termination  of  Commitment.    Terminate  the  Commitment without
notice  to  the  Borrower.

     (c)     Judgment.    Reduce  any  claim  to  judgment.

     (d)    Foreclosure.    Foreclose or otherwise enforce any Lien granted to
the  Bank  to  secure payment and performance of the Obligations in accordance
with  the  terms  of  the  Loan  Documents.

     (e)    Rights.   Exercise any and all rights and remedies afforded by the
laws  of  the  State  of  Texas  or any other jurisdiction, by any of the Loan
Documents,  by  equity,  or  otherwise.

Provided,  however,  that  upon  the  occurrence  of an Event of Default under
Subsection  (e)  or  (f)  of  Section 11.1, the Commitment shall automatically
terminate, and the outstanding principal of and accrued and unpaid interest on
the  Revolving Credit Note and all other obligations of the Borrower under the
Loan  Documents  shall  thereupon  become  immediately due and payable without
notice,  demand,  presentment,  notice  of  dishonor,  notice of acceleration,
notice of intent to accelerate, protest, or other formalities of any kind, all
of  which  are  hereby  expressly  waived  by  the  Borrower.

     Section 3          Performance  by  the Bank .  If, at any time after the
occurrence  and  during  the  continuance of an Event of Default, the Borrower
shall  fail  to perform any covenant or agreement in accordance with the terms
of  the  Loan  Documents  after  notice from the Bank, the Bank may perform or
attempt  to  perform such covenant or agreement on behalf of the Borrower.  In
such  event,  the Borrower shall, at the request of the Bank, promptly pay any
amount  expended  by the Bank in connection with such performance or attempted
performance  to  the  Bank  at  the  Principal  Office, together with interest
thereon at the Default Rate from and including the date of such expenditure to
but  excluding the date such expenditure is paid in full.  Notwithstanding the
foregoing,  it  is expressly agreed that the Bank shall not have any liability
or  responsibility for the performance of any obligation of the Borrower under
this  Agreement  or  any  of  the  other  Loan  Documents.

                                   ARTICLE XII

                               Miscellaneous

     Section 1      Expenses .  The Borrower hereby agrees to pay on demand: 
(a)  all reasonable out of pocket costs and expenses of the Bank in connection
with  the  preparation, negotiation, execution, and delivery of this Agreement
and  the  other  Loan  Documents  and  any  and all amendments, modifications,
renewals,  extensions, and supplements thereof and thereto, including, without
limitation,  the  reasonable  fees and expenses of legal counsel for the Bank,
(b)  all  out  of pocket costs and expenses of the Bank in connection with any
Default  and  the  enforcement  of  this Agreement or any other Loan Document,
including,  without limitation, the fees and expenses of legal counsel for the
Bank,  (c)  all  transfer,  stamp,  documentary,  or  other  similar  taxes,
assessments,  or  charges  levied  by any Governmental Authority in respect of
this  Agreement  or  any  of  the  other Loan Documents, (d) all out of pocket
costs,  expenses,  assessments,  and other charges incurred in connection with
any filing, registration, recording, or perfection of any security interest or
Lien  contemplated  by  this Agreement or any other Loan Document, and (e) all
other  reasonable  out  of  pocket  costs and expenses incurred by the Bank in
connection  with this Agreement or any other Loan Document, including, without
limitation,  all  reasonable  costs,  expenses,  and other charges incurred in
connection  with  obtaining  any  title report, survey, audit, or appraisal in
respect  of  the  Collateral.

     Section 2        INDEMNIFICATION . EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN  THE BORROWER  SHALL INDEMNIFY THE BANK AND EACH OF ITS AFFILIATES AND 
THEIR  RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, 
AND  HOLD  EACH  OF THEM  HARMLESS  AGAINST, ANY AND ALL LOSSES, LIABILITIES, 
CLAIMS,  DAMAGES,  PENALTIES,  JUDGMENTS,  DISBURSEMENTS,  COSTS, AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT
WHICH  DIRECTLY  OR  INDIRECTLY  ARISE  FROM OR RELATE TO (A) THE NEGOTIATION,
EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE
LOAN  DOCUMENTS,  (B)  ANY  OF  THE  TRANSACTIONS  CONTEMPLATED  BY  THE  LOAN
DOCUMENTS,  (C)  ANY  BREACH  BY THE BORROWER OF ANY REPRESENTATION, WARRANTY,
COVENANT,  OR  OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE
PRESENCE,  RELEASE,  THREATENED  RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY
HAZARDOUS  MATERIAL  LOCATED  ON,  ABOUT,  WITHIN,  OR  AFFECTING  ANY  OF THE
PROPERTIES  OR  ASSETS  OF  THE  BORROWER  OR  ANY  SUBSIDIARY,  OR  (E)  ANY
INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION,
ANY  THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING RELATING TO ANY
OF  THE FOREGOING.  WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY
OTHER  LOAN  DOCUMENT,  IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT
EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE INDEMNIFIED FROM AND
HELD  HARMLESS  AGAINST  ANY  AND  ALL  LOSSES,  LIABILITIES, CLAIMS, DAMAGES,
PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS'
FEES)  ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF
SUCH  PERSON  BUT NOT ARISING OUT OF OR RESULTING FROM THE GROSS NEGLIGENCE OR
WILLFUL  MISCONDUCT  OF  SUCH  PERSON.

     Section 3          Limitation  of  Liability  .  None of the Bank, or any
Affiliate,  officer, director, employee, attorney, or agent thereof shall have
any  liability  with respect to, and the Borrower hereby waives, releases, and
agrees  not  to  sue  any  of  them upon, any claim for any special, indirect,
incidental,  or  consequential damages suffered or incurred by the Borrower in
connection  with,  arising out of, or in any way related to, this Agreement or
any  of  the  other Loan Documents, or any of the transactions contemplated by
this  Agreement  or  any of the other Loan Documents, except for such Person's
willful  misconduct,  gross  negligence  or failure to comply with the express
provisions  of  any  of  the  Loan  Documents.    The  Borrower hereby waives,
releases,  and  agrees not to sue the Bank or any of its Affiliates, officers,
directors,  employees, attorneys, or agents for punitive damages in respect of
any  claim  in connection with, arising out of, or in any way related to, this
Agreement  or  any  of  the  other  Loan Documents, or any of the transactions
contemplated  by  this  Agreement  or  any  of  the  other  Loan  Documents.

     Section 4          No Duty .  All attorneys, accountants, appraisers, and
other professional Persons and consultants retained by the Bank shall have the
right to act exclusively in the interest of the Bank and shall have no duty of
disclosure,  duty of loyalty, duty of care, or other duty or obligation of any
type  or  nature  whatsoever  to  the  Borrower  or  any  of  the  Borrower's
shareholders  or  any  other  Person.

     Section 5       No Fiduciary Relationship .  The relationship between the
Borrower  and  each  Bank  is solely that of debtor and creditor, and the Bank
does  not  have any fiduciary or other special relationship with the Borrower,
and no term or condition of any of the Loan Documents shall be construed so as
to  deem  the  relationship between the Borrower and the Bank to be other than
that  of  debtor  and  creditor.

     Section 6         Equitable Relief .  The Borrower recognizes that in the
event  the Borrower fails to pay, perform, observe, or discharge any or all of
the  Obligations,  any  remedy at law may prove to be inadequate relief to the
Bank.    The Borrower therefore agrees that the Bank, if the Bank so requests,
shall  be  entitled  to  temporary and permanent injunctive relief in any such
case  without  the  necessity  of  proving  actual  damages.

     Section 7     No Waiver; Cumulative Remedies .  No failure on the part of
the Bank to exercise and no delay in exercising, and no course of dealing with
respect  to, any right, power, or privilege under this Agreement shall operate
as  a  waiver  thereof, nor shall any single or partial exercise of any right,
power,  or  privilege  under  this  Agreement  preclude  any  other or further
exercise thereof or the exercise of any other right, power, or privilege.  The
rights  and  remedies  provided  for  in  this  Agreement  and  the other Loan
Documents are cumulative and not exclusive of any rights and remedies provided
by  law.

     Section 8       Successors; Assignment .  This Agreement shall be binding
upon  and  inure  to  the  benefit  of  the  Bank  and  the Borrower and their
respective successors and assigns; provided however, that (a) the Borrower may
not  assign  or  transfer  its interest hereunder without Bank's prior written
consent  and (b) the Bank must give notice to the Borrower at least sixty (60)
days  prior  to  assigning  its  interest  hereunder.

     Section 9      Participations.  The Bank shall have the right at any time
and from time to time to grant participations in the Revolving Credit Note and
any  other  Loan  Documents.    Each  actual  or proposed participant shall be
entitled  to  receive  all  information  received  by  the  Bank regarding the
Borrower,  including, without limitation, information required to be disclosed
to  a  participant  pursuant  to  Banking Circular 181 (Rev., August 2, 1984),
issued  by  the  Comptroller  of  the Currency (whether the actual or proposed
participant  is  subject  to  the  circular  or  not).

     Section 10    Survival .  All representations and warranties made in this
Agreement  or  any  other  Loan  Document  or  in  any document, statement, or
certificate  furnished  in  connection  with  this Agreement shall survive the
execution  and delivery of this Agreement 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.  Without prejudice to
the  survival  of  any  other  obligation  of  the  Borrower  hereunder,  the
obligations  of the Borrower under Article IV and Sections 12.1 and 12.2 shall
survive  repayment  of  the  Revolving  Credit  Note  and  termination  of the
Commitments.

     SECTION 11       ENTIRE AGREEMENT.   THIS AGREEMENT, THE REVOLVING CREDIT
NOTE, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN 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 THE SUBJECT MATTER HEREOF 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 AGREEMENTS AMONG THE
PARTIES  HERETO.

     Section 12     Amendments, Etc .  No amendment or waiver of any provision
of  this  Agreement,  the Revolving Credit Note, or any other Loan Document to
which  the  Borrower  is  a  party,  nor  any  consent to any departure by the
Borrower  therefrom,  shall in any event be effective unless the same shall be
agreed  or  consented to by the Bank and the Borrower, and each such waiver or
consent  shall be effective only in the specific instance and for the specific
purpose  for  which  given.

     Section 13     Maximum Interest Rate .  No provision of this Agreement or
of  any  other  Loan  Document  shall require the payment or the collection of
interest  in excess of the maximum amount permitted by applicable law.  If any
excess  of  interest  in  such  respect  is  hereby  provided for, or shall be
adjudicated to be so provided, in any Loan Document or otherwise in connection
with  this  loan  transaction, the provisions of this Section shall govern and
prevail  and neither the Borrower nor the sureties, guarantors, successors, or
assigns  of  the  Borrower shall be obligated to pay the excess amount of such
interest  or  any other excess sum paid for the use, forbearance, or detention
of  sums  loaned  pursuant  hereto.    In  the  event  any Bank ever receives,
collects,  or  applies as interest any such sum, such amount which would be in
excess of the maximum amount permitted by applicable law shall be applied as a
payment  and  reduction  of the principal of the indebtedness evidenced by the
Revolving  Credit Note; and, if the principal of the Revolving Credit Note has
been  paid  in  full,  any  remaining  excess  shall  forthwith be paid to the
Borrower.   In determining whether or not the interest paid or payable exceeds
the Maximum Rate, the Borrower and each Bank shall, to the extent permitted by
applicable law, (a) characterize any non-principal payment as an expense, fee,
or  premium rather than as interest, (b) exclude voluntary prepayments and the
effects  thereof,  and (c) amortize, prorate, allocate, and spread in equal or
unequal  parts the total amount of interest throughout the entire contemplated
term  of  the  indebtedness  evidenced  by  the  Revolving Credit Note so that
interest  for  the  entire  term  does  not  exceed  the  Maximum  Rate.

     Section 14       Notices .  All notices and other communications provided
for  in this Agreement and the other Loan Documents to which the Borrower is a
party  shall  be  given  or  made  by telex, telegraph, telecopy, cable, or in
writing and telexed, telecopied, telegraphed, cabled, mailed by certified mail
return  receipt  requested,  or  delivered  to  the  intended recipient at the
"Address  for Notices" specified below its name on the signature pages hereof;
or,  as  to  any  party,  at such other address as shall be designated by such
party  in a notice to each other party given in accordance with this Section. 
Except  as otherwise provided in this Agreement, all such communications shall
be  deemed  to  have  been  duly  given when transmitted by telex or telecopy,
subject to telephone confirmation of receipt, or delivered to the telegraph or
cable office, subject to telephone confirmation of receipt, or when personally
delivered  or,  in  the  case  of  a mailed notice, when duly deposited in the
mails,  in  each  case  given  or  addressed  as aforesaid; provided, however,
notices  to  the  Bank  pursuant  to  Article  II shall not be effective until
received  by  the  Bank.

     Section 15     Governing Law; Venue; Service of Process .  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Texas and the applicable laws of the United States of America.  This Agreement
has been entered into in Dallas County, Texas, and it shall be performable for
all  purposes  in  Dallas County, Texas.  Any action or proceeding against the
Borrower  under or in connection with any of the Loan Documents may be brought
in  any  state  or federal court in Dallas County, Texas.  The Borrower hereby
irrevocably  (a)  submits to the nonexclusive jurisdiction of such courts, and
(b)  waives  any objection it may now or hereafter have as to the venue of any
such  action or proceeding brought in any such court or that any such court is
an  inconvenient  forum.   The Borrower agrees that service of process upon it
may  be made by certified or registered mail, return receipt requested, at its
address  specified  or determined in accordance with the provisions of Section
12.13.   Nothing herein or in any of the other Loan Documents shall affect the
right  of  the  Bank  to serve process in any other manner permitted by law or
shall  limit  the  right of the Bank to bring any action or proceeding against
the  Borrower  or  with  respect  to  any  of  its property in courts in other
jurisdictions.   Any action or proceeding by the Borrower against the Agent or
any  Bank  shall  be  brought only in a court located in Dallas County, Texas.

     Section 16         Arbitration.

     (a)    Arbitration.    Upon the demand of any party, any Dispute shall be
resolved  by  binding  arbitration  (except  as  set  forth  in  (e) below) in
accordance  with  the  terms  of this Agreement.  A "Dispute" shall mean any
action,  dispute,  claim  or  controversy  of any kind, whether in contract or
tort,  statutory  or common law, legal or equitable, now existing or hereafter
arising  under  or in connection with, or in any way pertaining to, any of the
Loan  Documents, or any past, present or future extensions of credit and other
activities,  transactions  or  obligations  of  any  kind  related directly or
indirectly  to any of the Loan Documents, including without limitation, any of
the  foregoing  arising  in  connection  with  the  exercise of any self-help,
ancillary  or other remedies pursuant to any of the Loan Documents.  Any party
may by summary proceedings bring an action in court to compel arbitration of a
Dispute.   Any party who fails or refuses to submit to arbitration following a
lawful demand by any other party shall bear all costs and expenses incurred by
such  other  party  in  compelling  arbitration  of  any  Dispute.

     (b)    Governing Rules.  Arbitration proceedings shall be administered by
the  American Arbitration Association ("AAA") or such other administrator as
the  parties  shall  mutually agree upon in accordance with the AAA Commercial
Arbitration Rules.  All Disputes submitted to arbitration shall be resolved in
accordance  with  the  Federal  Arbitration  Act (Title 9 of the United States
Code),  notwithstanding  any conflicting choice of law provision in any of the
Loan  Documents.    The  arbitration shall be conducted at a location in Texas
selected  by  the  AAA  or other administrator.  If there is any inconsistency
between  the  terms  hereof  and  any such rules, the terms and procedures set
forth  herein  shall  control.    All statutes of limitation applicable to any
Dispute  shall  apply to any arbitration proceeding.  All discovery activities
shall  be  expressly limited to matters directly relevant to the Dispute being
arbitrated.  Judgment upon any award rendered in an arbitration may be entered
in  any  court  having  jurisdiction; provided however, that nothing contained
herein  shall  be  deemed  to  be  a waiver by any party that is a bank of the
protections afforded to it under 12 U.S.C.  91 or any similar applicable state
law.

     (c)1   No  Waiver;  Provisional  Remedies, Self-Help and Foreclosure.  No
provision  hereof  shall  limit  the  right of any party to exercise self-help
remedies  such  as setoff, foreclosure against or sale of any real or personal
property  collateral  or  security,  or  to  obtain  provisional  or ancillary
remedies,  including  without  limitation  injunctive  relief,  sequestration,
attachment,  garnishment  or  the  appointment  of a receiver, from a court of
competent jurisdiction before, after or during the pendency of any arbitration
or  other  proceeding.    The  exercise of any such remedy shall not waive the
right  of  any  party  to  compel  arbitration  hereunder.

     (d)    Arbitrator  Qualifications and Powers Awards.  Arbitrators must be
active  members  of the Texas State Bar with expertise in the substantive laws
applicable to the subject matter of the Dispute.  Arbitrators are empowered to
resolve  Disputes by summary rulings in response to motions filed prior to the
final  arbitration  hearing.    Arbitrators  (i) shall resolve all Disputes in
accordance  with the substantive law of the state of Texas, (ii) may grant any
remedy  or  relief  that  a  court  of the state of Texas could order or grant
within  the  scope  hereof  and  such ancillary relief as is necessary to make
effective  any  award, and (iii) shall have the power to award recovery of all
costs  and  fees,  to  impose sanctions and to take such other actions as they
deem  necessary to the same extent a judge could pursuant to the Federal Rules
of  Civil  Procedure,  the  Texas Rules of Civil Procedure or other applicable
law.    Any  Dispute  in which the amount in controversy is $5,000,000 or less
shall  be  decided  by  a  single  arbitrator who shall not render an award of
greater  than  $5,000,000  (including  damages, costs, fees and expenses).  By
submission  to  a  single arbitrator, each party expressly waives any right or
claim  to  recover  more  than $5,000,000.  Any Dispute in which the amount in
controversy exceeds $5,000,000 shall be decided by majority vote of a panel of
three  arbitrators; provided however, that all three arbitrators must actively
participate  in  all  hearings  and  deliberations.

     (e)    Judicial Review.  Notwithstanding anything herein to the contrary,
in any arbitration in which the amount in controversy exceeds $25,000,000, the
arbitrators  shall  be required to make specific, written findings of fact and
conclusions  of  law.   In such arbitration (i) the arbitrators shall not have
the  power to make any award which is not supported by substantial evidence or
which  is  based  on  legal error, (ii) an award shall not be binding upon the
parties  unless the findings of fact are supported by substantial evidence and
the  conclusions  of  law  are  not erroneous under the substantive law of the
state  of  Texas,  and (iii) the parties shall have in addition to the grounds
referred  to  in  the  Federal  Arbitration  Act  for  vacating,  modifying or
correcting  an  award the right to judicial review of (A) whether the findings
of fact rendered by the arbitrators are supported by substantial evidence, and
(B)  whether the conclusions of law are erroneous under the substantive law of
the  state of Texas.  Judgment confirming an award in such a proceeding may be
entered  only  if  a  court  determines  the award is supported by substantial
evidence  and  not based on legal error under the substantive law of the state
of  Texas.

     (f)    Miscellaneous.    To  the maximum extent practicable, the AAA, the
arbitrators  and  the  parties  shall take all action required to conclude any
arbitration  proceedings within 180 days of the filing of the Dispute with the
AAA.    No arbitrator or other party to an arbitration proceeding may disclose
the  existence,  content  or  results  thereof,  except  for  disclosures  of
information  by  a  party  required in the ordinary course of its business, by
applicable  law  or  regulations,  or  to the extent necessary to exercise any
judicial  review  rights  set  forth  herein.   If more than one agreement for
arbitration  by  or  between the parties potentially applies to a Dispute, the
arbitration  provisions  most  directly  related  to the Loan Documents or the
subject matter of the Dispute shall control.  This arbitration provision shall
survive  termination,  amendment or expiration of any of the Loan Documents or
any  relationship  between  the  parties.


     Section 17       Counterparts .  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     Section 18      Severability .  Any provision of this Agreement held by a
court  of  competent  jurisdiction  to  be  invalid or unenforceable shall not
impair  or  invalidate  the remainder of this Agreement and the effect thereof
shall  be  confined  to  the  provision  held  to  be  invalid  or  illegal.

     Section 19      Headings .  The headings, captions, and arrangements used
in  this  Agreement  are  for  convenience  only  and  shall  not  affect  the
interpretation  of  this  Agreement.

     Section 20      Non-Application of Chapter 15 of Texas Credit Code .  The
provisions  of  Chapter  15  of  the  Texas  Credit Code (Vernon's Texas Civil
Statutes, Article 5069-15) are specifically declared by the parties hereto not
to  be  applicable  to this Agreement or any of the other Loan Documents or to
the  transactions  contemplated  hereby.

     Section 21     Construction .  The Borrower and the Bank acknowledge that
each  of  them  has had the benefit of legal counsel of its own choice and has
been  afforded  an  opportunity  to  review  this Agreement and the other Loan
Documents  with  its  legal counsel and that this Agreement and the other Loan
Documents  shall  be  construed  as  if jointly drafted by the parties hereto.

     Section 22     Independence of Covenants .  All covenants hereunder shall
be given independent effect so that if a particular action or condition is not
permitted  by any of such covenants, the fact that it would be permitted by an
exception  to,  or  be  otherwise  within the limitations of, another covenant
shall  not  avoid  the occurrence of a Default if such action is taken or such
condition  exists.

     SECTION 23     WAIVER OF JURY TRIAL .  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE  LAW,  EACH  OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
(WHETHER  BASED  UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING
TO  ANY  OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS  OF  THE  BANK  IN  THE  NEGOTIATION,  ADMINISTRATION,  OR ENFORCEMENT
THEREOF.

     SECTION 24      NOTICE OF INDEMNIFICATION.  THE PARTIES TO THIS AGREEMENT
HEREBY  ACKNOWLEDGE  AND  AGREE  THAT  THIS  AGREEMENT  CONTAINS  CERTAIN
INDEMNIFICATION  PROVISIONS  PURSUANT  TO  SECTION  12.2  HEREOF.

     IN  WITNESS WHEREOF, the parties hereto have duly executed this Agreement
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

Address  for  Notices:

5050  Quorum,  Suite  500
Dallas,  Texas    75240

Fax  No.:    (972)  702-9510
Telephone  No.:    (972)  701-9955

Attention:    Ronald  Parker


BANK:

WELLS  FARGO  BANK  (TEXAS),  NATIONAL  ASSOCIATION


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

Address  for  Notices:
1445  Ross  Avenue
Dallas,  Texas    75265-0291

Fax  No.:    (214)  740-1543
Telephone  No.:    (214)  740-1560

Attention: Kyle  Hranicky


Lending  Office  for  Prime  Rate  Advances

1445  Ross  Avenue
Dallas,  Texas    75265-0291
   
Lending  Office  for  Eurodollar  Advances

1445  Ross  Avenue
Dallas,  Texas    75265-0291