PIZZA INN INC /MO/
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
9

                         SEVERANCE AGREEMENT AND RELEASE

     This  Severance  Agreement and Release (the "Agreement") is entered into by
and  between  Pizza  Inn,  Inc.  (the  "Company")  and  C.  Jeffrey Rogers ("Mr.
Rogers"),  effective  this  21st  day  of  August,  2002.

     WHEREAS,  Mr. Rogers's employment with the Company will terminate by mutual
agreement  on  August  21,  2002;

     WHEREAS, in connection with the termination of Mr. Rogers's employment with
the  Company,  the Company and Mr. Rogers desire to enter into this Agreement on
the  terms  and  conditions  set  forth  below;

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
and  agreements  contained  herein,  the  Company and Mr. Rogers hereby agree as
follows:

1.     AGREEMENTS  BY  MR.  ROGERS.

     In  consideration  of the mutual promises, conditions, and covenants by the
Company  set  forth  in  this Agreement, and in accordance with the recitals set
forth  above,  Mr.  Rogers  agrees  as  follows:

     (A)     RESIGNATION:  Mr.  Rogers agrees that he has resigned all positions
with  the  Company  and its affiliates, including without limitation as a member
and  Vice-Chairman  of  the  Company's Board of Directors and as Chief Executive
Officer  of the Company, as well as any trustee position or signatory authority.

(B)     RELEASE  OF  CLAIMS:  Mr.  Rogers hereby RELEASES AND FOREVER DISCHARGES
the  Company  (including,  without limitation, the Company's affiliates, owners,
stockholders,  agents,  directors,  officers,  members,  partners,  employees,
insurers,  representatives,  lawyers,  employee  welfare  benefit plans, pension
plans  and/or  deferred compensation plans and their trustees, administrators or
other  fiduciaries,  the  successors or assigns of any of the foregoing, and all
persons  acting  by, through, under, or in concert with them, or any of them) of
and  from any and all manner of action or actions, cause or causes of action, at
law  or  in  equity,  suits,  debts,  liens,  contracts,  agreements,  promises,
liabilities,  claims,  demands,  damages,  loss,  cost or expense, of any nature
whatsoever,  known  or  unknown,  fixed  or  contingent, asserted or unasserted,
liquidated  or unliquidated, due or to become due (hereinafter called "claims"),
which  Mr. Rogers now has or may hereafter have against the Company by reason of
any  matter,  cause,  or thing whatsoever from the beginning of time to the date
hereof  including  but not limited to those claims arising out of his employment
with  the  Company  or the termination of such employment.  Without limiting the
generality  of  the  foregoing,  the  claims  released herein include any claims
arising  out  of,  based  upon,  or  in  any  way  related  to:

(1)     the  Employment  Agreement between the Company and Mr. Rogers dated July
1,  1999,  and  any  amendments  or  supplements  to  that  agreement;
(2)     any claim of entitlement to present or future employment or reemployment
     with  the  Company;
(3)     any  property, contract, or tort claims, including any and all claims of
wrongful  discharge,  breach  of  employment contract, breach of any covenant of
good faith and fair dealing, retaliation, intentional or negligent infliction of
     emotional  distress,  tortious  interference  with  contract or existing or
prospective  economic  advantage,  negligence,  misrepresentation,  breach  of
privacy,  defamation, loss of consortium, breach of fiduciary duty, violation of
public  policy,  or  any  other  common  law  claim  of  any  kind;
(4)     any  violation or alleged violation of Title VII of the Civil Rights Act
of 1964, as amended, the Older Workers Benefit Protection Act of 1990, the Equal
     Pay  Act, as amended, the Fair Labor Standards Act, the Employee Retirement
Income  Security Act, the Americans With Disabilities Act, the Texas Labor Code,
the  Texas  Unemployment Insurance Act, the Texas Worker's Compensation Act, the
Civil Rights Act of 1866, the Consolidated Omnibus Budget Reconciliation Act, or
any  other  federal,  state,  or  local  statute,  regulation,  or  ordinance;
(5)     any  violation  or  alleged  violation  of  the  Age  Discrimination  in
Employment  Act,  as  amended;
(6)     any claim for severance pay, bonus, sick leave, vacation or holiday pay,
     life  insurance,  health insurance, disability or medical insurance, or any
other  employee  benefit  ;
(7)     any  claim  relating  to  or  arising  under  any other local, state, or
federal  statute  or  principle  of  common law (whether in contract or in tort)
governing  employment, discrimination in employment, and/or the payment of wages
or  benefits;  and
(8)     any  claim  that  the  Company  has  acted  improperly,  illegally,  or
unconscionably  in  any  manner whatsoever at any time prior to the execution of
this  Agreement;
provided  however,  that  the  release  described  herein shall not apply to any
claims  that  Mr.  Rogers  has or may have in the future (i) with respect to any
breach  of this Agreement by the Company or (ii) with respect to any claim under
the  Company's  directors  and  officers  insurance  policies  or  claims  for
indemnification  pursuant to the Company's bylaws or (iii) with respect to stock
options  currently  held by Mr. Rogers which shall continue to be subject to the
provisions  of  the  Company's stock option plans, and (iv) with respect for any
vested  benefits  of  Mr.  Rogers  under  any  Company  employee  benefit  plan.
     (C)     OWBPA  REPRESENTATIONS:  With  respect to Mr. Rogers's agreement to
release  any  claims  for  violations  or  alleged  violations  of  the  Age
Discrimination in Employment Act, as amended, as discussed in Paragraph 1(b)(5),
above,  Mr.  Rogers  understands  that  this  Agreement  is  written in a manner
calculated  to be understood by him, that he understands this Agreement, that he
does not waive any rights or claims that may arise after the date this Agreement
is  executed,  that  he  is  waiving  any  rights or claims only in exchange for
consideration  in addition to anything of value to which he already is entitled,
that  he  is  advised  to  consult  with  an  attorney  prior  to executing this
Agreement,  that  he  has  a period of at least 21 days within which to consider
this  Agreement,  that  he  has  a  period  of at least seven days following the
execution  of  this  Agreement  within  which to revoke this Agreement, and this
Agreement  will  not become effective or enforceable until the revocation period
has  expired.
     (D)     COVENANT NOT TO SUE:  Mr. Rogers agrees that it is his intention in
executing  this agreement that it shall be effective to bar each and every claim
that  he  now  has  or  could have against the Company arising from Mr. Rogers's
employment  with the Company except as otherwise provided in this Agreement.  In
signing this Agreement, Mr. Rogers agrees never to institute any claim at law or
equity  against  the  Company relating to his employment with the Company or the
termination  of  such  employment.

     (E)     WARRANTY  THAT  CLAIMS  HAVE  NOT  BEEN  ASSIGNED OR CONVEYED:  Mr.
Rogers represents and warrants that he is the only person who may be entitled to
assert  any  claims  against  the Company arising from any claim relating to his
former  employment  with the Company and the termination of such employment, and
that  he  has not assigned or conveyed to anyone else any part of or interest in
his  claims  against  the  Company.  Mr. Rogers agrees to indemnify and hold the
Company  harmless  from  any liability, demand, cost, expense, or attorney's fee
incurred as the result of the assertion of any such claim or claims by any other
person  based  on  such  an  assignment  or  conveyance  from  Mr.  Rogers.

     (F)     AGREEMENT  TO  INDEMNIFY  IF  CLAIM  AGAINST COMPANY IS FILED:  Mr.
Rogers  agrees  that if he hereafter commences, joins in, or in any manner seeks
relief  against any of the parties released hereunder through any administrative
claim, lawsuit, or arbitration arising out of, based upon, or relating to any of
the  claims  released hereunder or in any manner asserts against the Company any
of  the claims released hereunder, then Mr. Rogers shall pay, in addition to any
other  damages  caused  thereby,  all  attorney's fees and costs incurred by the
Company  in  defending  or  otherwise  responding  to  said  suit  or  claim.

     (G)     NONDISCLOSURE  OF  CONFIDENTIAL  INFORMATION:  Mr. Rogers agrees to
hold  in  strictest confidence, and not to directly or indirectly use, disclose,
publish,  disseminate,  distribute,  sell,  transfer  to  any  person,  firm  or
corporation,  copy,  remove  from the Company premises, or commercially exploit,
without the written authorization of the Company, any Proprietary Information of
the Company.  As used herein, "Proprietary Information" means business, pricing,
marketing,  production,  customer and cost data of the Company; compensation and
fee  information  for  all  personnel,  including independent contractors of the
Company;  information  regarding  the skills and performance of employees of the
Company;  other  personnel records of the Company; business plans (including any
strategic,  marketing  or  sales  plans),  budgets,  financial statements of the
Company;  contents  of  agreements and contracts with customers and suppliers of
the Company; contents of agreements with joint ventures of the Company; customer
lists, requirements and specifications of the Company; and any other information
the  Company  treats  as  a  trade secret or has marked "secret," "proprietary,"
"confidential," or treated in a similar manner.  Mr. Rogers acknowledges that he
is  aware  of  the policies that the Company has implemented to keep Proprietary
Information  secret, including disclosing the information only on a need-to-know
basis, labeling documents as "confidential," and keeping Proprietary Information
in  secure areas.  Mr. Rogers also acknowledges that the Proprietary Information
has  been  developed  or  acquired  by  the  Company  through the expenditure of
substantial  time,  effort, and money and provides the Company with an advantage
over  competitors  who  do  not  know  or  use  such  Proprietary  Information.

     (H)     NOTIFICATION  TO COMPANY:  In the event Mr. Rogers is required by a
court of any competent jurisdiction to disclose any Proprietary Information, Mr.
Rogers  agrees  to  promptly  notify the Company so that the Company may seek an
appropriate protective order and/or waive Mr. Rogers's compliance with Paragraph
1(g),  above.  In  the  event  such  protective  order  or  other  remedy is not
obtained,  then  Mr.  Rogers  agrees  to  disclose  only  that  portion  of such
Proprietary  Information  that  he  is  legally  required  to  disclose.

     (I)     RETURN  OF  COMPANY  PROPERTY:  Mr. Rogers agrees to deliver to the
Company  (and  will  not  keep  in his possession, recreate or deliver to anyone
else)  any  and  all  property,  records,  notes,  reports,  proposals,  lists,
correspondence,  materials,  equipment,  rolodex  cards,  or  other documents or
property,  together  with  all  copies  hereof  (in  whatever  medium  recorded)
belonging  to  the Company, whether located at the Company, Mr. Rogers's home or
elsewhere;  provided  however,  that  Mr. Rogers shall be entitled to retain (A)
his  rolodex  (provided that a copy may be retained by the Company),  (B) a copy
of his personal email addresses, and (C) all personal effects, awards, files and
art work, all of which shall be promptly delivered to Mr. Rogers by the Company.

     (J)     NO  DISPARAGEMENT  OF  COMPANY:  Mr. Rogers agrees that he will not
disparage,  directly  or  indirectly,  the  Company  or  its affiliates, owners,
stockholders,  agents,  directors,  officers,  members,  franchisees,  partners,
employees,  insurers,  representatives,  or  lawyers.

     (K)     NONCOMPETITION,  TRADE  SECRETS,  AND  PROPRIETARY  INFORMATION
COVENANTS:  Mr.  Rogers  agrees  that Articles 9 and 10 the Employment Agreement
between  the  Company  and  Mr. Rogers dated July 1, 1999, and any amendments or
supplements to that agreement (the "Employment Agreement"), remain in full force
and  effect.  Except  as  set  forth  in  the preceding sentence, the Employment
Agreement  shall  be  of  no  further  force  or  effect.

     (L)     AGREEMENT  REGARDING  ERRONEOUS  BONUS  ADVANCE:  Mr. Rogers agrees
that  the  bonus of approximately $120,000.00 paid to him by the Company in July
2002  was paid by mistake.  Mr. Rogers agrees to repay the sum of $120,000.00 to
the  Company on or before January 1, 2003.  Mr. Rogers agrees that if the entire
sum  is  not  repaid  to  the  Company by this date, then the Company may offset
monthly  payments  promised  to Mr. Rogers in accordance with paragraph 2(a)(7),
below,  which  shall  be the Company's sole and exclusive remedy in the event of
such  nonpayment.

     (M)     EFFECT  OF  REVOCATION OF AGREEMENT BY MR. ROGERS:  Notwithstanding
the  Company's  agreements  to pay Mr. Rogers, in the event of any revocation by
Mr. Rogers of this Agreement pursuant to Paragraph 1(c), above, the Company will
not  be  obligated to make any payments to Mr. Rogers and all amounts previously
paid  to  Mr.  Rogers  pursuant  to  Paragraphs  2(a)-(b)  below (other than the
payments  described  in Paragraphs 2(a)(1) and 2(a)(2)) shall be immediately due
and  payable  to  the  Company upon written notice to Mr. Rogers by the Company.

     (N)     LITIGATION  AND  REGULATORY  COOPERATION:  Mr.  Rogers  agrees  to
cooperate  with  the  Company  in  the  prosecution  or defense of any claims or
actions  now  in  existence  or  that may be brought in the future against or on
behalf of the Company that relate to events or occurrences that transpired while
Mr.  Rogers was employed by the Company.  Mr. Rogers's cooperation in connection
with  such  claims  or  actions  shall  include,  but  not  be limited to, being
available to meet with counsel to prepare for discovery or trial and to act as a
witness  on behalf of the Company at mutually convenient times.  Mr. Rogers also
shall  cooperate  fully with the Company in connection with any investigation or
review  by  any  federal,  state,  or  local  regulatory  authority  as any such
investigation  or  review relates to events or occurrences that transpired while
Mr.  Rogers  was  employed by the Company.  The Company shall provide Mr. Rogers
with  compensation  on  a  per diem basis calculated at the sum of $3,000.00 per
day,  prorated as applicable on the basis of an 8-hour day less all withholdings
required  by  law, for such requested litigation and regulatory cooperation, and
shall  reimburse  Mr.  Rogers  for all costs and expenses incurred in connection
with  his  performance  under  this  paragraph,  including,  but not limited to,
reasonable  attorneys'  fees  and  costs.

2.     AGREEMENTS  BY  THE  COMPANY.

     In  consideration  of the mutual promises, conditions, and covenants by Mr.
Rogers  set  forth  in  this  Agreement, and in accordance with the recitals set
forth  above,  the  Company  agrees  as  follows:

     (A)     PAYMENTS  TO  MR. ROGERS:  The Company agrees to pay Mr. Rogers the
following  sums of money by delivery of such payments to counsel for Mr. Rogers:

     (1)     The  Company  agrees  to  pay  Mr.  Rogers all accrued, unpaid base
salary, less applicable withholdings required by law, until and including August
21,  2002.  This  payment  will  be  made  to  Mr. Rogers upon execution of this
Agreement.

     (2)     The Company agrees to pay Mr. Rogers the total amount of $26,314.18
less  applicable withholdings required by law, for all accrued, unused vacation.
This  payment  will  be  made  to  Mr.  Rogers upon execution of this Agreement.

     (3)     The  Company  agrees  to  pay  Mr.  Rogers  the  total  amount  of
$195,000.00,  less  applicable withholdings required by law, for 90 days of base
salary.  This  payment will be made to Mr. Rogers 8 days after execution of this
Agreement,  assuming  no  revocation  or breach of this Agreement by Mr. Rogers.

     (4)     The Company agrees to pay Mr. Rogers the total amount of $50,000.00
for  premiums on life insurance policies, as determined to be appropriate by Mr.
Rogers  in  his  sole  discretion.  This payment will be made to Mr. Rogers upon
execution  of  this  Agreement.

     (5)     The Company agrees to pay Mr. Rogers the total amount of $25,000.00
for  executive  recruiting  assistance,  as  determined to be appropriate by Mr.
Rogers  in  his  sole  discretion.  This payment will be made to Mr. Rogers upon
execution  of  this  Agreement.

     (6)     The  Company  agrees  to  pay  to  counsel for Mr. Rogers the total
amount  of  $30,713.51  for  reasonable  legal  fees  incurred  by Mr. Rogers in
connection  with  this  Agreement.  This payment is earmarked for counsel to Mr.
Rogers  and  will  be  delivered  upon  execution  of  this  Agreement.

     (7)     The Company agrees to pay Mr. Rogers the total amount of $24,000.00
per  month  for  5 months - on January 1, 2003, February 1, 2003, March 1, 2003,
April  1,  2003,  and May 1, 2003.  These payments will be made to Mr. Rogers on
the  dates  specified,  assuming  no revocation of this Agreement by Mr. Rogers.
However,  these payments are subject to offset in accordance with paragraph 1(l)
of  this  Agreement,  above.

     (B)     CONTINUATION  OF  COBRA  HEALTH  INSURANCE  BENEFITS:  The  Company
agrees to make  monthly payments for Mr. Rogers' COBRA medical benefits coverage
(including  family members presently enrolled, as applicable under the Company's
current insurance), subject to  payment of required deductibles and copays for a
period of 18 months after execution of this Agreement, assuming no revocation of
this  Agreement by Mr. Rogers.  Terms of these medical benefits will continue to
be  governed  by  the  applicable  plans.

     (C)     RELEASE  OF  CLAIMS:  The  Company,  on  behalf  of  itself,  its
subsidiaries  and  its  affiliates,  hereby  RELEASES AND FOREVER DISCHARGES Mr.
Rogers and his successors or assigns, and all persons acting by, through, under,
or  in  concert  with  them,  or  any of them) of and from any and all manner of
action or actions, cause or causes of action, at law or in equity, suits, debts,
liens,  contracts,  agreements, promises, liabilities, claims, demands, damages,
loss,  cost  or  expense,  of  any nature whatsoever, known or unknown, fixed or
contingent, asserted or unasserted, liquidated or unliquidated, due or to become
due  (hereinafter  called  "claims"), which the Company now has or may hereafter
have against Mr. Rogers by reason of any matter, cause, or thing whatsoever from
the  beginning  of  time  to  the date hereof including but not limited to those
claims  arising  out  of  his employment with the Company or any compensation or
reimbursement  related  to  such  employment; provided however, that the release
described  herein shall not apply to any claims that the Company has or may have
in  the future (i) with respect to any breach of this Agreement by Mr. Rogers or
(ii)  with  respect  to  that  certain promissory note in the original principal
amount of $1,949,697.51 dated October 6, 1999 or (iii) with respect to the bonus
described  in  Paragraph  1(l)  above,  subject  to  Paragraph  2(a)(7)  above.

     (D)     NO  DISPARAGEMENT  OF MR. ROGERS:  The Company agrees, on behalf of
itself,  its  directors,  officers  and  employees,  that  it and they  will not
disparage,  directly  or indirectly, Mr. Rogers and will use its best reasonable
efforts  to  cause its franchisees and other agents to not disparage Mr. Rogers.
If  asked  for  references,  the  Company  agrees  to disclose only Mr. Rogers's
position  and  dates  of  employment.

     (E)     CONFIDENTIALITY.  The  Company  agrees that it will not disclose to
anyone  the  contents of Mr. Rogers' personnel file, other than to confirm dates
of employment, positions held, and salary received, unless requested to do so by
Mr.  Rogers or an appropriate governmental entity or compelled by legal process.
Nothing  in this Agreement, however, will be deemed to preclude the Company, its
agents,  employees,  successors and assigns, from giving statements, affidavits,
depositions,  testimony,  declarations,  or  other  disclosures  required  by or
pursuant  to  legal  process  or  otherwise  required  by  law.

     (F)     D  &  O  INSURANCE.  The  Company agrees to use its best reasonable
efforts  to  maintain  its  current  directors  and officers liability insurance
coverage  and  will take no action to deprive Mr. Rogers of the benefits of such
coverage.



3.     LEGAL  AND  EQUITABLE  REMEDIES.

     The  parties  agrees  that  each party hereto has the right to enforce this
Agreement and any of its provisions by injunction, specific performance or other
equitable  relief,  without  bond  and without prejudice to any other rights and
remedies  that  such  party may have for a breach of this Agreement by the other
party.

4.     OTHER  PROVISIONS.

     (A)     GOVERNING  LAW  AND  CONSENT  TO  PERSONAL  JURISDICTION:   This
Agreement  is  governed by and will be construed in accordance with the internal
laws  of  the  State  of  Texas  without  giving  effect to any choice of law or
conflict  provisions  or  rule  (whether  of  the  State  of  Texas or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other  than  the State of Texas, and each party hereby expressly consents to the
personal  jurisdiction of the state and federal courts located in Dallas County,
Texas  for  any  lawsuit  filed  arising  from  or  relating  to this Agreement.

     (B)     SUCCESSORS  AND  ASSIGNS:  This  Agreement will be binding upon Mr.
Rogers's  heirs,  executors,  administrators and other legal representatives and
will  be  for  the  benefit of the Company, its successors and its assigns. This
Agreement  will be binding upon the Company's successors and assigns and will be
for  the benefit of Mr. Rogers' heirs, executors, administrators and other legal
representatives.

     (C)     THIRD-PARTY  BENEFICIARIES:  Mr. Rogers and the Company acknowledge
and  agree  that  the  terms of this Agreement, including but not limited to the
releases  of  claims  by  Mr. Rogers, will inure to the benefit of the Company's
affiliated entities, owners, stockholders, agents, directors, officers, members,
partners,  employees,  insurers,  representatives,  lawyers,  employee  welfare
benefit  plans,  pension  plans  and/or  deferred  compensation  plans and their
trustees,  administrators or other fiduciaries, the successors or assigns of any
of  the foregoing, and all persons acting by, through, under, or in concert with
them,  or  any  of  them.

     (D)     SEVERABILITY:  Whenever  possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law;  but  if  any provision of this Agreement is prohibited by or invalid under
applicable  law,  such  provision  shall  be  ineffective  to the extent of such
provision or invalidity, without invalidating the remainder of such provision or
the  remaining  provisions  of  this  Agreement.

     (E)     HEADINGS  AND CONSTRUCTION:  The headings in this Agreement are for
convenience only and are not considered a part of or used in the construction or
interpretation  of  any  provision  of  this  Agreement.

     (F)     ENTIRE  AGREEMENT:  The  matters  set  forth  in  this  Agreement
constitute  the sole and entire agreement between Mr. Rogers and the Company and
supersede  all  prior  agreements  (except  as  otherwise  set  forth  herein),
negotiations, and discussions between the parties hereto and/or their respective
counsel  with  respect  to the subject matter hereof.  No other representations,
covenants,  undertakings,  or other prior or contemporaneous agreements, oral or
written,  regarding  the  matters set forth in this Agreement shall be deemed to
exist or bind any of the parties hereto.  Each party understands and agrees that
it  has  not relied on any statement or representation by the other party or any
of  its  representatives  in  entering  into  this  Agreement.

     (G)     AMENDMENT  TO THIS AGREEMENT:  Any amendment to this Agreement must
be  writing  and signed by duly authorized representatives of the parties hereto
and  stating  of  the  intent  of  the  parties  to  amend  this  Agreement.

     (H)     VOLUNTARY  EXECUTION:  This  Agreement  has  been entered into as a
result  of  arms-
length  negotiations  between  Mr.  Rogers and the Company, and the parties each
represent  that  they are voluntarily executing this Agreement after an adequate
opportunity  to consult with counsel of their choosing regarding its meaning and
effect.

<PAGE>
     (I)     EXECUTION  IN  COUNTERPARTS:     This  Agreement may be executed in
counterparts,  including  facsimile  counterparts,  with  the  same  force  and
effectiveness  as  if  it  were  executed  in  one  complete  document.

     IN  WITNESS WHEREOF, the Company and Mr. Rogers have executed and delivered
this  Agreement  as  of  the  date  first  written  above.

AGREED:                         Pizza  Inn,  Inc.


                              By:/s/ Stephen Ungerman
                                   Stephen  Ungerman,  Chairman  of  the  Board


                             By:/s/ C. Jeffrey Rogers
AGREED:                         C.  Jeffrey  Rogers




Dallas  PC  DOCS  598414






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