October  22,  2002





Ronald  Parker
Pizza  Inn,  Inc.
3551  Plano  Parkway
The  Colony,  Texas  75056

Dear  Ronald  Parker:

     We  have  learned  of  the  following  breaches  of  the terms of your Loan
Agreement with WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION ("Bank") dated as of
March  31,  2000  (the  "Agreement"):

1.     Section  12.1  Current  Ratio

     Subject  to  the terms and conditions set forth herein, Bank has decided to
waive  its  default  rights  with  respect to these breaches for the dates ended
September  29,  2002,  through  the  period ending on or about November 30,2002.
Prior to the maturity of this waiver, Bank anticipates working on the renewal of
the  Loan  Agreement  with  Borrower.  This  waiver applies only to the specific
instances  described  above.  It is not a waiver of any subsequent breach of the
same  provisions of the Agreement, nor is it a waiver of any breach of any other
provision  of  the  Agreement.

     Except as expressly stated in this letter, Bank reserves all of the rights,
powers  and  remedies  available  to  Bank  under  the  Agreement  and any other
contracts  or  instruments  signed  by  you, including the right to cease making
advances  to you and the right to accelerate any of your indebtedness, or if any
subsequent breach of the same provisions or any other provision of the Agreement
should  occur.

     Sincerely,

     WELLS  FARGO  BANK  TEXAS,
       NATIONAL  ASSOCIATION

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