APPENDIX I
PIZZA INN, INC.
1993 STOCK AWARD PLAN


Statement of the 1993 Stock Award Plan (the "Plan") of Pizza Inn, Inc.,
a Missouri corporation (the "Company").

1. Purpose. The purpose of the Plan is to provide a means by which
the Company shall be able to attract and retain excellent employees and provide
those personnel with an opportunity to participate in the increased value of the
Company which their efforts, initiative and skill have helped produce.

2. Administration. The Plan shall be administered by the Stock Award
Plan Committee or any successor thereto (the "Committee") of the Board of
Directors (the "Board") as that Committee may be constituted from time to time.
The Committee shall consist of not less than two members of the Board of
Directors of the Company, each of whom shall qualify as a "disinterested person"
to administer the Plan within the meaning of Rule 16b-3, as amended, or other
applicable rules under Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Committee shall administer the Plan so as to
conform at all times with the provisions of Section 16(b) of the Exchange Act
and Rule 16b-3 promulgated thereunder. A majority of the Committee shall
constitute a quorum, and subject to the provisions of the following section,
the acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of the Committee,
shall be the acts of the Committee.

The Committee may delegate to one or more of its members such
administrative duties as it may deem advisable, and the Committee or any person
to whom it has delegated duties may employ one or more persons to render advice
with respect to any responsibility the Committee or such person may have under
the Plan; provided, however, that the Committee may not delegate any duties to
a member of the Board of Directors of the Company who, if elected to serve on
the Committee, would not qualify as a "disinterested person" to administer the
Plan as contemplated by Rule 16b-3, as amended, or other applicable rules under
the Exchange Act. The Committee may employ attorneys, consultants,
accountants, or other persons and the Committee, the Company, and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all persons who have received grants under the Plan, the Company and all
other interested persons.


No member or agent of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan and all members and agents of the Committee shall be fully protected by
the Company in respect of any such action, determination or interpretation.

In addition to other authority granted to the committee under the
Plan, and subject to and not inconsistent with the express provisions of the
Plan and the Code (as defined in Section 17), the Committee shall have
authority, in its sole discretion, to:

(a) prescribe, amend, modify and rescind rules and regulations
relating to the Plan;

(b) make all determinations specified in or permitted by the Plan or
deemed necessary or desirable for its administration or for the
conduct of the Committee's business; and

(c) establish any procedure determined to be appropriate in
discharging its responsibilities under the Plan.

3. Eligibility. The class of persons eligible to receive Options and
/or awards of Units pursuant to this Plan shall be all officers and all
employees.

The Options and Units awarded pursuant to this Plan collectively are referred to
as "Awards". From time to time the Committee shall designate, from among such
eligible persons, the persons to whom Awards shall be granted (each person so
designated, a "Participant", and collectively, the "Participants"). Such
designations shall be made in the absolute discretion of the Committee. In
designating Participants, the Committee shall fix the number of shares subject
to an option or number of Units to be granted to Participants in its absolute
discretion.

4. Vesting; Award Restrictions. All Awards shall be subject to a
minimum six-month vesting period. The Committee may, in its absolute
discretion, impose a longer vesting period or other restrictions on any Award
under this Plan or may choose not to impose any additional restriction on any
Award. The vesting period of an Award shall lapse in accordance with a
schedule established by the Committee, provided the Participant continues to
be employed by the Company at the end of the vesting period, except as otherwise
provided below. Each such schedule may provide for installment vesting or full
vesting at the end of the period, and may include any other conditions upon the
vesting of the Award as the Committee shall determine. Any unvested Award
shall vest upon a Change of Control. The terms and conditions of each Award
shall be set forth in a written document constituting a "Stock Award Agreement"
substantially in the form attached hereto (the "Agreement") or in such other
form as may be adopted by the Committee from time to time, to be signed by the
Participant and returned to the Company. An Agreement must be executed and
returned by the Participant to the Company within thirty (30) days after the
Award Date or the Award will be null and void; provided, however, that such
period may be extended by the Committee.

5. Termination of Employment.

(a) Termination Due to Death or Disability. If a Participant's
employment terminates during the vesting period due to death or Disability (as
defined in Section 17), the Award will fully vest as of the date of death or
Disability. In the event of the death of any Participant, the estate of such
Participant shall have the right, within one (1) year after the date of death,
to exercise such Participant's options with respect to all or any part of the
related shares of Stock. If the employment of any Participant is terminated
because of Disability, such Participant shall have the right, within one (1)
year after the date of termination, to exercise the options with respect to all
or any part of the related shares of Stock. In the event of death or
Disability, the Account of a holder of Units shall be credited as set forth in
Section 8(g)(ii).

(b) Termination for other Reasons. Termination as an employee for any
other reason, including retirement, resignation or discharge, will result in
forfeiture of the Award at the time of termination as to any unvested shares of
Stock, unvested options or unvested Units, unless otherwise specified in writing
by the Committee. The Committee, in its sole discretion, may waive the
forfeiture in whole or in part in connection with any terminated Participant,
Provided, however, that, in the case of an Incentive Option, any exercise must
take place within three (3) months of the date of termination. The discharged
person will have a twenty-one (21) day period in which to exercise vested
Awards, unless such time is extended by the Committee.

6. Amount of Stock. The total aggregate number of shares of the
Company's Stock which may be subject to Options under Section 7 of this Plan and
distribution upon exercise of Units under Section 8 of this Plan shall be Two
Million Five Hundred Thousand (2,500,000) shares of the Company's Stock, subject
to legal availability; provided, however, that no more than One Million
(1,000,000) shares (plus unused allocations from prior years) may become subject
to Options and distributed in payment of Units in any one Plan Year. This total
number of shares available under the Plan shall be subject to appropriate
increase or decrease in the event of a stock split, stock dividend,
reclassification, reorganization, or other capital adjustment of shares of Stock
(but excluding, without limitation, issuance of authorized but unissued shares
whether or not as a result of an increase in the number of authorized shares).
In the event Options under this Plan are forfeited or expire as provided in this
Plan, such forfeited or expired options may be granted to other Participants as
provided in this Plan.

7. Provisions Applicable to Stock Options.

(a) Incentive and Non-qualified options. The Committee shall have the
authority, in its sole discretion, to grant incentive stock options ("Incentive
Options") pursuant to Section 422 of the Code, or to grant non-qualified stock
options ("Standard Options") (options which do not qualify under Section 422 of
the Code) or to grant both types of Options. No Awards shall be granted after
the tenth anniversary of the Effective Date as provided in Section 17. Each
Option shall be clearly identified in the Agreement as an Incentive Option or
Standard Option. Upon exercise of any Incentive Option, the Company shall
provide the Participant with the written statement required by Section 6039(a)
of the Code and any additional or other information then required by the Code.

(b) Expiration. Subject to the following sentence, Options shall
expire as specified in the respective Agreement establishing the award of
options for each Participant. No Options shall be exercisable and all Options
shall expire no later than ten (10) years from the date of the grant of the
Option or five (5) years from the date of vesting of the Option; provided,
however, in the case of an Incentive Option granted to a person who, at the
time such Option is granted, owns Stock of the company, or any parent
corporation or subsidiary corporation thereof, possessing more than ten
percent (10%) of the total combined voting power of all classes of Stock of
the Company, or any parent corporation or subsidiary corporation thereof
(a "Ten Percent Holder"), such Option shall not be exercisable after the
expiration of five (5) years from the date such Option is granted.

(c) Exercise Price--Standard Options. The exercise price for shares
purchasable under Standard Options shall be equal to the Fair Market Value (as
defined in Section 17) per share of Stock on the date the option is granted.

(d) Exercise Price--Incentive Options. The exercise price for shares
purchasable under Incentive Options shall be such amount as the Committee shall,
in its best judgment, determine to be not less than one hundred percent (100%)
of the Fair Market Value (as defined in Section 17) per share at the date the
Option is granted; provided, however, that in the case of an Incentive Option
granted to a Ten Percent Holder, the purchase price for each share shall be such
amount as the Committee, in its best judgment, shall determine to be not less
than one hundred ten percent (110%) of the Fair Market Value per share at the
date the option is granted.

(e) Exercise. Options may be exercised, to the extent exercisable by
their terms, in whole or in part from time to time and at any time after their
vesting and before their expiration. Any exercise shall be accompanied by a
written notice to the Company specifying the number of options being exercised.

(f) Maximum Exercise--Incentive options. The aggregate Fair Market
Value of Stock (determined at the time of the grant of the option) with respect
to which Incentive Options are exercisable for the first time by a Participant
during any calendar year under all plans of the Company, or any parent
corporation or subsidiary corporation thereof, shall not exceed $100,000.

(g) Payment. The price per share of Stock with respect to each option
shall be payable at the time the option is exercised. Such price shall be
payable in cash, which may be paid by wire transfer in immediately available
funds, by certified or cashier's check, or, in the sole discretion of the
Committee, by: (i) a commitment by a broker-dealer to pay to the Company that
portion of any sale proceeds receivable by the Participant upon exercise of an
Option in the manner permitted under Section 9(a) hereof or by any other
instrument acceptable to the Committee, or (ii) by delivery to the Company of
shares of Stock of the Company owned by the Participant or by the Company
withholding from the total number of shares to be acquired pursuant to the
option a portion of such shares. Shares delivered to or withheld by the
Company in payment of the Option price shall be valued at the Fair Market
Value of the Stock of the Company on the day preceding the date of the
exercise of the option.

(h) Adjustment in Number of Shares Subject to Option. In the event of
a stock split, stock dividend, reclassification, reorganization, or other
capital adjustment of shares of Stock (but excluding, without limitation,
issuance of authorized but unissued shares whether or not as a result of an
increase in the number of authorized shares), the number of Shares subject to
the Participant's Option shall be adjusted in the same manner as shares of
Stock subject to the Option would be adjusted. Any fractional shares or
interests resulting from such adjustment shall be eliminated.
Notwithstanding the foregoing, (i) each such adjustment with respect to an
Incentive Option shall comply with the rules of Section 424(a) of the Code,
and (ii) in no event shall any adjustment be made which would render any
Incentive Option granted hereunder other than an "incentive stock option"
for purposes of Section 422 of the Code.

(i) Merger. In the event of a merger between the Company and another
corporation in which the Company is not the surviving entity and where any
Participant holds options issued pursuant to the Plan which have not been
exercised, such options shall be cancelled and replacement Options shall be
issued by the surviving entity in accordance with Rule 16b-3(f)(1) under the
Exchange Act.

8. Provisions Applicable to Stock Appreciation Units.

(a) Expiration. Units shall expire no later than five years from the
date of vesting.

(b) Exercise. A Unit may not be exercised by a Participant until
vested, except that this limitation shall not be applicable in the event of
death or Disability of that Participant occurring before the expiration of
the vesting period. Except as provided in the previous sentence, Units may be
exercised, to the extent exercisable by their terms, in whole or in part from
time to time and at any time before their expiration, Provided, however, that
any election by the Participant to exercise a Unit may be made only during the
period beginning on the third business day following the date of release of the
quarterly and annual summary statements of sales and earnings specified in
section 8(k) below and ending on the twelfth business day following such
date. This condition will not apply to any exercise
by a Participant where the date of exercise is automatic or fixed in advance and
is outside the control of the Participant. Any exercise shall be accompanied by
a written notice to the Company specifying the number of Units being exercised.

(c) Units; Value. Units shall be established by ledger, shall be
valued and payment at exercise or upon termination shall be made, all as
provided in this Plan.

(d) Nature of Units. The Units shall be used solely as a device for
the measurement and determination of the amount to be paid to Participants as
provided in the Plan. The Units shall not constitute or be treated as property
or as a trust fund of any kind and shall not constitute ownership of Stock or
any other equity security of or interest in the Company. All amounts at any
time attributable to the Units shall be and remain the sole property of the
Company.

(e) Dilution. In the event of a stock split, stock dividend,
reclassification, reorganization, or other capital adjustment of shares of Stock
(but excluding, without limitation, issuance of authorized but unissued shares
whether or not as a result of an increase in the number of authorized shares),
the number of Units of a Participant shall be adjusted in the same manner as
shares of Stock reflected by those Units would be adjusted.

(f) Establishment of Special Ledger. When Units are awarded to the
Participant, the Company shall enter in the Special Ledger the name of the
Participant, the number of Units granted to the Participant, and an amount
equivalent to the Fair Market Value of a number of shares of Stock equal to the
number of Units granted to the Participant.

(g) Credits to Account in Special Ledger.

(i) So long as the Plan remains in effect, the Company shall
credit the Account throughout the term of the Participant's employment with the
Company, with amounts equivalent to dividends payable in cash or property paid
from time to time on issued and outstanding shares of Stock equal to the number
of Units in the Account, so that the amount of each such credit will be
equivalent to dividends which the Participant would have received had the
Participant been the owner of the number of shares of Stock equal to the number
of Units in the Account. No such credit shall be made with respect to any
dividend paid after he Termination Date or Exercise Date, even though the
record date is prior thereto.

(ii) On the Termination Date of a Participant, the Company shall
credit to the Account an amount equivalent to the excess, if any, of the Fair
Market Value on the Termination Date of a number of shares of Stock equal to the
number of Units then in the account over the Fair Market Value of such shares at
the Award Date.

(iii) on the Exercise Date, the Company shall credit to the
Account an amount equivalent to the excess, if any, of the Fair Market Value on
the Exercise Date of a number of shares of Stock equal to the number of Units
being exercised by the Participant over the Fair Market Value of such shares at
the Award Date.

(iv) The Company shall have the right to terminate the Plan with
respect to Units at any time by giving written notice to the Participants,
whereupon no further credits whatsoever shall be made to the Accounts, but such
termination shall not affect the Participants, rights to payment for amounts
already standing to the Participants' credit in the Accounts as of the
Termination Date. The notice of termination may specify an effective date. If
no effective date is specified, the notice shall be effective when mailed or
delivered to the Participants.

(h) Payment of Benefits.

(i) The Committee in its sole discretion shall determine the form
in which payment of the economic value for Units will be made, in cash, a note,
shares of Stock, or any combination thereof.

(ii) Within ninety (90) days following the Termination Date or an
Exercise Date, the Company and the Participant, or in the event of the
Participant's death, the personal representative of the Participant's estate,
shall close the payment of benefits to the Participant on account of the Units.
At the closing, the full amount of the credit in the Account as of the
Termination Date or the amount due to the Participant pursuant to the
Participant's exercise of Units (the "Amount Due") shall be payable, at the
Company's sole option, (x) in cash or by check at closing, or (y) in accordance
with a promissory note delivered at closing bearing simple interest at the rate
of ten percent (10%) per annum with principal and accrued interest to be paid
within thirty-six (36) months after date of closing, or (z) through issuance to
the Participant, or in the event of the Participant's death, the personal
representative of the Participant's estate, of the number of shares of Stock
with a Fair Market Value as of the Termination Date or Exercise Date equal to
the Amount Due.

(i) Limitation of Rights. Nothing in Section 8 of this Plan shall be
construed to:

(i) Give the Participant any rights whatsoever with respect to
shares of Stock, or any other equity security of or interest in the Company.

(ii) Give the Participant any rights whatsoever with respect to any
assets of the Company, the Participant at all times remaining in the status of
a general creditor of the Company with respect to the SAR obligations created
under this Plan.

(j) Tandem Awards. Units may be granted in tandem with Options only in
the manner permitted pursuant to applicable regulations under section 422 of the
Code.

(k) Informational Requirements. At any time while Units are outstanding
and vested, the Company will comply with the information availability rules of
Regulation 16b-3(e)(1) relating to filing of regular reports under the Exchange
Act and regular release of quarterly and annual summary statements of sales and
earnings through the news media.

(1) Merger. In the sole discretion of the Committee, the Plan may
be terminated as provided in Section 8 (g) (iv) , including, without limitation,
upon any merger of the Company and another corporation in which the Company is
not the surviving entity. In addition, the Committee in its sole discretion,
with respect to unexercised units issued under the Plan, may cancel such Units
and issue replacement Units issued by the surviving entity in accordance with
Rule 16b-3(f)(1) under the Exchange Act. Any such replacement Units shall be
subject to such terms and conditions as may be determined by the Committee in
its sole discretion.

9. Additional Authority of Committee. In addition to other authority
granted to the Committee under Section 2, and subject to and not inconsistent
with the express provisions of the Plan and the Code (as defined in Section 17),
the Committee shall have authority, in its sole discretion, to:

(a) provide an arrangement through registered broker-dealers whereby
temporary financing may be made available to a Participant by the broker-dealer,
under the rules and regulations of the Federal Reserve Board, for the purpose of
assisting the Participant in the exercise of an Option, such authority to
include the payment by the Company of the commissions, fees and charges of the
broker-dealer;

(b) provide the establishment of procedures for a Participant (1) to
have withheld from the total number of shares to be acquired upon the exercise
of an option that number of shares having a Fair Market Value (as defined in
Section 17) which, together with such cash as shall be paid in respect of
fractional shares, shall equal the option exercise price, and (2) to exercise a
portion of an Option by delivering that number of shares already owned by such
Participant having a Fair Market Value which shall equal the partial Option
exercise price and to deliver the shares thus acquired by such Participant in
payment of shares to be received pursuant to the exercise of additional
portions of such Option, the effect of which shall be that such Participant
can in sequence utilize such newly acquired shares in payment of the exercise
price of the entire Option, together with such cash as shall be paid in respect
of fractional shares; and

(c) provide the establishment of a procedure whereby a number of
shares of Stock or other securities may be withheld from the total number of
shares of Stock or other securities to be issued upon exercise of an option to
meet the obligation of withholding for taxes incurred by a Participant upon
such exercise.

10. Condition of Employment. The granting of Awards under this Plan
shall impose no obligation on the Company (or any of its parent or subsidiary
corporations) to continue the employment of any Participant and shall not lessen
or affect the right to terminate such employment of the Participant.

11. Transferability; Nonalienation of Benefits. Any rights arising
under the Plan with respect to Awards shall not be transferable otherwise than
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, shall be exercisable only by the Participant.. No right or benefit
of the Participant under the Plan with respect to Awards shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge
the same shall be void. No right or benefit with respect to Awards hereunder
shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of the Participant.

12. Amendment of the Plan. The Committee shall have the right to
amend, modify, suspend or terminate the Plan at any time; provided, however,
that no amendment shall be made which shall:

(a) increase the total number of shares of the Stock of the Company
which may be issued and sold pursuant to Options granted under the Plan,

(b) materially increase the benefits accruing to participants under
the Plan,

(c) decrease the minimum option price in the case of an Incentive
Option, or

(d) modify the provisions of the Plan relating to eligibility with
respect to Incentive options, unless in any such event such amendment is made
by or with the approval of the stockholders. The Committee shall be authorized
to amend the Plan and the options granted thereunder (i) to qualify as
"incentive stock options" within the meaning of Section 422 of the Code or
(ii) to comply with Rule 16b-3 (or any successor rule) under the Exchange Act.
No amendment, modification, suspension or termination of the Plan shall alter
or impair any Options previously granted under the Plan, without the consent of
the holder thereof.

13. Grants Discretionary. The granting of Awards under this Plan
shall be entirely discretionary and, except as expressly stated herein, nothing
in the Plan shall be deemed to give any employee any right to participate in
the Plan or to receive an Award.

14. Securities Laws. The Company has no obligation to register Awards
granted to Participants or Stock distributed under this Plan. If Awards granted
have not been registered, upon issuance of Awards to the Participant and upon
issuance of Stock upon exercise of an Award, the Participant shall represent and
warrant to the Company that shares of Stock or the Award are being acquired for
investment purposes and shall acknowledge transfer restrictions under applicable
securities laws. The Company shall place a legend on any Stock certificate
issued under the Plan to assure compliance with this Section. No shares of
Stock shall be required to be distributed until the Company shall have taken
such action, if any, as is then required to comply with the provisions of the
Securities Act of 1933 and any other than applicable securities law. If,
subsequent to the delivery by a Participant of the representation and warranty
described in the preceding sentence, the Stock issuable upon exercise of an
Award is registered under the Securities Act, the Company may release such
Participant from such written statement without effecting a "modification" of
the Plan within the meaning of Section 424(h)(3) of the Code.

15. Withholding of Tax. There shall be deducted from each
distribution under the Plan the amount of any tax required by any governmental
authority to be withheld and paid over by the Company to that governmental
authority for the account of the Participant entitled to the distribution. At
its discretion, the Company may require a Participant receiving shares of Stock
hereunder to reimburse the Company for any such taxes required to be withheld by
the Company and withhold any distribution in whole or in part until the
Company is so reimbursed. In lieu thereof, the Company shall have the right to
withhold from any other cash amounts due or to become due from the Company to
the Participant an amount equal to such taxes required to be withheld by the
Company to reimburse the Company for any such taxes or retain and withhold a
number of shares having a Fair Market Value not less than the amount of such
taxes and cancel (in whole or in part) any such shares so withheld in order
to reimburse the Company for any such taxes.

16. Miscellaneous.

(a) Impact on Other Benefits. At no time shall the value of any Award
be includable as compensation or earnings for purposes of any other benefit plan
offered by the Company.

(b) Funding of Plan. The Plan shall be unfunded. The Company
shall not be required to make any segregation of assets to assure the payment
of any benefits under the Plan.

17. Definitions. In addition to the definitions of terms contained
elsewhere in this Plan, the following terms are defined as follows:

Account: A Participant's credit account in the Special Ledger.

Award Date: The date of granting of any Award, as specified in the
Terms and Conditions for any particular Award.

Change of
Control: Any of the following: (a) all or substantially all of the
assets of the Company are sold, leased, exchanged or
otherwise transferred to any person or entity or group of
persons or entities acting in concert as a partnership,
limited partnership, syndicate or other group (a "Group of
Persons") other than a person or entity or Group of Persons
at least 50% of the combined voting power of which is held
by persons who, pursuant to the Company's plan of
reorganization, were holders of Stock or rights to acquire
Stock; (b) the Company is merged or consolidated with or
into another corporation with the effect that the then
existing stockholders of the Company hold less than 50% of
the combined voting power of the then outstanding
securities of the surviving corporation of such
merger or the corporation resulting from such consolidation
ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of
directors; or (c) a person or entity or Group of Persons
(other than (1) the Company or (2) an employee benefit plan
sponsored by the Company) shall, as a result of a tender or
exchange offer, open market purchases, privately negotiated
purchases or otherwise, have become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Company representing 50% or more of the
combined voting power of the then outstanding securities of
the Company ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in the
election of directors.

Code: The Internal Revenue Code of 1986, as amended.

Disability: A disability as construed under the appropriate
provisions of the long-term disability plan
maintained for the benefit ofemployees of the Company
who are regularly employed on a salaried basis,
unless another meaning shall be adopted by the
Committee.

Exercise
Date: A particular date on which a Participant chooses to
exercise one or more Awards.

Fair Market
Value: As it relates to the Stock of the Company, the fair
market value as of the applicable date determined in
good faith by the Committee, taking into account bid,
ask, and/or trading information, as available to the
Committee at the time of its determination.

Option: An option to acquire Stock created under this Plan.

Plan Year: The plan year which shall run concurrently with the
fiscal year of the Company.

Special
Ledger: The record of the Accounts and other information as
provided in Section 8.

Stock: The Company's common stock, par value $0.01.

Termination
Date: With respect to Units, the earliest of: (a) the
termination of a Participant's employment for any reason
whatsoever, including death, retirement, resignation,
discharge, Disability or otherwise; (b) the date that
there ceases to be any issued and outstanding Stock; or
(c) the date that the Company terminates this Plan as to
Units.

Terms and
Conditions: The terms and conditions of the Award set forth in any
Agreement.

Unit: A stock appreciation right unit created under this Plan.

18. Effective Date; Term of Plan. The Plan shall become effective as of
October 13, 1993, the date as of which the Plan was adopted by the Board of
Directors (the "Effective Date"). No Awards shall be granted under this Plan
from and after the tenth anniversary of the Effective Date.



(As amended by the Stock Award Plan Committee on June 28, 1996, subject to
shareholder approval.)


APPENDIX II

SIDE ONE

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF PIZZA INN, INC.

5050 Quorum, Suite 500
Dallas, Texas 75240

Annual Meeting of Shareholders on December 4, 1996


The undersigned, revoking all proxies heretofore given, hereby
appoints C. Jeffrey Rogers and Donald W. Zentmeyer, or either of
them, as proxies of the undersigned, with full power of
substitution and resubstitution, to vote on behalf of the
undersigned the shares of Pizza Inn, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held at 10:00 a.m., Dallas time on Wednesday,
December 4, 1996, at the Westin Hotel (Galleria), 13340 Dallas
Parkway, Dallas, Texas 75240, and at all adjournments thereof, as
fully as the undersigned would be entitled to vote if personally
present, as specified on the reverse side of this card.

(continued, and to be marked, dated and signed on the other side)

SIDE TWO

This Proxy, when properly executed, will be voted by the Proxies in the manner
designated below. If this Proxy is returned signed but without a clear voting
designation, the Proxies will vote FOR Items 1 and 2.

Please mark your votes as this X


The Board of Directors recommends a
vote FOR Items 1 and 2.

ITEM 1 WITHHELD
ELECTION OF FOR FOR ALL
CLASS I DIRECTORS
Nominees:
Bobby L. Clairday
Don G. Navarro
Ronald W. Parker
Ramon D. Phillips

WITHHELD FOR: (Write that nominee's name in the space
provided below).

ITEM 2
PROPOSED AMENDMENT TO THE COMPANY'S 1993
STOCK AWARD PLAN INCREASING
BY 500,000 SHARES THE AGGREGATE
NUMBER OF SHARES OF STOCK
ISSUABLE UNDER SUCH PLAN.

FOR AGAINST ABSTAIN


If you plan to attend the Annual
Meeting, please mark the WILL ATTEND block.

WILL ATTEND


Date:
Signature:


Signature, if held jointly
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.