PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1

Purchase And Sale Agreement

      THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of October 20, 2006 (the “Effective Date”) and is entered into between PIZZA INN, INC ., a Missouri corporation (“Seller”) and VINTAGE INTERESTS, L.P. , a Texas limited partnership (“Purchaser”).

     For and in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Seller and Purchaser agree as follows:

SECTION 1. SALE AND PURCHASE OF THE PROPERTY . Subject to the terms and conditions set forth herein, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following:

     (a) That certain tract or parcel of land situated at 3551 Plano Parkway, in The Colony, Denton County, Texas and further described in Exhibit A attached hereto, together with all rights and interests appurtenant thereto including, without limitation, (i) all right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and any awards made or to be made in connection therewith, (ii) all rights of Seller in and to all easements appurtenant to or benefiting such parcels of land, and (iii) all of Seller’s rights in all mineral rights and interests with respect to such parcels of land (collectively, the “Land”), including all improvements, buildings, structures and fixtures located on the land (the “Improvements”) and all rights, titles and interests appurtenant to the Land and Improvements;

     (b) All right, title and interest of Seller in all assignable licenses, permits and other items of the tangible and intangible personal property and fixtures (the “Personal Property”) attached to or used in connection with the ownership, maintenance or operation of the Land or Improvements, not including Seller’s books and records;

     (c) All right, title and interest of Seller in and to the Assumed Contracts (hereafter defined); and

     (d) All of Seller’s right, title and interest in and to that certain Warehouse Lease (the “Warehouse Lease”), dated August 25, 2006, by and between Seller, as Landlord, and The Sygma Network, Inc., a Delaware corporation, as Tenant, covering approximately 102,000 square feet of warehouse and office space, and related land as designated as “Warehouse Area” on the attached Exhibit A-1 , attached hereto. A true, correct and complete copy of the Warehouse Lease is attached hereto as Exhibit B .

The above-listed items are herein collectively called the “Property”.

SECTION 2. PURCHASE PRICE AND EARNEST MONEY .

     (a) The purchase price (the “Purchase Price”) for which Seller agrees to sell and convey the Property to Purchaser, and which the Purchaser agrees to pay to Seller, subject to the terms hereof, is the amount of ELEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($11,500,000.00).

     (b) Within two (2) business days after the Effective Date (hereinafter defined), Purchaser shall deposit with Benchmark Title Services, L.L.C. (the “Title Company”), whose address is 5700 Legacy Drive, #10, Plano, Texas 75024; Attention: Kiley McGuire, the sum of $100,000.00 (the “Earnest Money”) to be invested by the Title Company in an interest-bearing account and to be held and disbursed by the Title Company strictly in accordance with the terms and provisions of this Agreement. At the Closing (hereinafter defined), the Earnest Money shall be applied to the Purchase Price. For the purposes hereof, the term “business day” shall mean any day upon which national banks in Dallas, Texas are open for business. If the Earnest Money is in the form of a check, the Title Company shall immediately present the check for payment. Seller shall have the option of terminating this Agreement if the Earnest Money is not timely delivered to Title Company.

SECTION 3. TITLE COMMITMENT AND SURVEY .

     (a) Within ten (10) days after the Effective Date, Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following:

     (b) Within twenty (20) days after the Effective Date, Seller shall, at its expense, obtain a current as-built survey (the “Survey”) of the Property prepared in accordance with the minimum standard detail requirements imposed by ALTA/ACSM, prepared and certified by a registered and licensed land surveyor, containing a certification in the form attached hereto as Exhibit H . Upon receipt of the Survey, Seller shall promptly furnish a copy of same to Purchaser, Purchaser’s legal counsel and the Title Company.

     (c) Purchaser shall have ten (10) days from the receipt of the information referred to in Section 3(a) and 3(b) hereof to examine the same and to specify to Seller in writing those items in the Title Commitment and/or the Survey which Purchaser reasonably finds objectionable (the “Encumbrances”). If Purchaser does not deliver to Seller a written notice specifying those items which are Encumbrances within ten (10) days after the receipt by Purchaser of all of the information referred to in Section 3(a) and 3(b) hereof, then all of the items reflected on the Title Commitment and Survey shall be considered to be Permitted Encumbrances, as hereinafter defined; provided, however, Purchaser shall not be required to object to financing or mechanic’s liens on the Property or requirements of Seller which are contained on Schedule C of the Title Commitment, and any such liens or Schedule C requirements shall not be a Permitted Encumbrance under any circumstances.

     (d) Seller may, but shall have no obligation to, at its sole cost and expense, cure or remove the Encumbrances. If Seller fails to cause all of the Encumbrances to be removed or cured prior to the Closing Date (hereinafter defined) or if Seller notifies Purchaser of its decision not to cure or remove some or all of the Encumbrances, Purchaser’s sole remedy shall be to:

Purchaser’s election must be made by giving Seller written notice thereof, which notice must be given within five (5) days after Seller notifies Purchaser in writing of its decision not to cure or remove Encumbrances. Purchaser’s failure to give such notice shall be deemed an election by Purchaser to purchase the Property subject to the Permitted Encumbrances and the Encumbrances not so removed or cured.

     (e) The Title Policy shall be purchased at Seller’s expense and shall guarantee Purchaser’s title to the Property to be good and indefeasible, subject only to all matters reflected in the Title Commitment not objected

to by Purchaser, or if objected to by Purchaser, waived by Purchaser, and any liens or other encumbrances created pursuant to the terms of this Agreement (collectively, the “Permitted Encumbrances”).

SECTION 4. DUE DILIGENCE PERIOD .

     (a) Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser the following:

     (i) Copies of any and all engineering or environmental reports relating to the Property and any plans and specifications for the Property which are in the possession or under the control of Seller;

     (ii) Copies of any zoning reports or zoning information relating to the Property which are in the possession or under the control of Seller;

     (iii) A copy of each certificate of occupancy for the Improvements;

     (iv) A copy of each agreement between Seller and a third party pursuant to which such third party provides goods or services to or with respect to the Property and all amendments thereto (collectively, the “Service Contracts”);

     (v) Copies of all bonds, guarantees and warranties in Seller’s possession or control relating to the Property (collectively, the “Warranties”);

     (vi) Copies of the real estate and personal property tax bills applicable to the Property for the years 2004, 2005 and 2006;

     (vii) Copies of each lease agreement, including, without limitation, the Warehouse Lease, between Seller and a third party tenant which is in effect with respect to the Property and all amendments thereto (collectively, the “Leases”);

     (viii) A schedule detailing operating expenses prepared by or on behalf of Seller with respect to the Property for 2004, 2005 and 2006 (year-to-date); and

     (ix) Copies of the Seller’s certified financial statements for 2004, 2005 and 2006 (year-to-date).

     (b) Commencing on the Effective Date hereof and expiring at 5:00 p.m., Dallas, Texas time, on November 22, 2006 (the “Due Diligence Period”), Purchaser shall have the right to inspect the Property at all reasonable times during normal business hours and to determine whether the Property is suitable and satisfactory for Purchaser’s needs and intended uses (taking into consideration matters including, without limitation, soil and environmental conditions, engineering characteristics, utilities, access, zoning, condition of improvements, and financing prospects). However, Purchaser shall not have the right to tests other than visual tests, including, without limitation, subsurface testing or drilling on the Property, without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. Purchaser shall make all inspections in good faith and with due diligence. All inspection fees, appraisal fees, engineering fees and other expenses of any kind incurred by Purchaser relating to the inspection of the Property shall be solely Purchaser’s expense. Seller shall cooperate with Purchaser in all reasonable respects in making such inspections or tests, at no expense to Seller. Seller hereby reserves the right, at Seller’s sole cost and expense, to have a representative present at the time of making any such inspection or test. Purchaser shall notify Seller in advance of making any such inspection or test.

     (c) In making any inspection or test hereunder, Purchaser will not reveal or disclose, and will cause any

party acting on behalf of Purchaser to not reveal or disclose, any information obtained by Purchaser regarding the Property. In addition, Purchaser shall (1) not unreasonably disturb the Property, (2) not damage any part of the Property or any personal property owned or held by Seller, its agents, contractors, tenants, invitees, or employees, (3) not injure or otherwise cause bodily harm to Seller, its agents, contractors, tenants, invitees, or employees, (4) maintain general commercial liability insurance, on terms and in reasonable amounts, to cover any accident arising in connection with the presence on the Property of Purchaser and all parties acting on behalf of Purchaser, (5) promptly pay when due the costs of all tests or inspection done with regard to the Property by or on behalf of Purchaser, (6) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder, and (7) restore the Property to the condition in which it was prior to any such inspection or test by or on behalf of Purchaser. Purchaser indemnifies and agrees to defend and hold Seller harmless from any and all injuries, losses, liens, claims, judgments, liabilities, costs, expenses or damages (including reasonable attorneys’ fees and court costs) sustained by Seller which result from or arise out of any inspection or test by Purchaser or any party acting on Purchaser’s behalf or from any breach of the covenants of Purchaser contained in this paragraph. The foregoing indemnity shall not terminate upon the Closing or any termination of this Agreement. Notwithstanding the foregoing, in no event shall Purchaser be deemed to indemnify Seller with respect to Seller’s negligence or willful misconduct or any pre-existing conditions on the Property as of Purchaser’s entry onto the Property.

     (d) In the event Purchaser determines, in its sole discretion, for any reason, or for no reason, during the Due Diligence Period that the Property is not acceptable, Purchaser may elect to terminate this Agreement by delivering written notice thereof to Seller prior to the expiration of the Due Diligence Period, in which event the Earnest Money, less the $100.00 independent consideration to Seller described below, shall be returned to Purchaser by the Title Company, and the parties shall have no further right or obligation hereunder, except as specifically provided herein. If Purchaser so terminates this Agreement, as a condition precedent to Purchaser’s right to receive the Earnest Money, Purchaser shall deliver to Seller all information, studies and reports Purchaser or Purchaser’s agents have obtained with respect to the Property or the condition of the Property. If Purchaser fails to deliver written notice of termination of this Agreement to Seller prior to expiration of the Due Diligence Period, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section.

     (e) Purchaser represents that it is knowledgeable and experienced in real property comparable to the Property and will have conducted prior to the expiration of the Due Diligence Period such inspection and investigations of the Property as Purchaser deems appropriate. Purchaser further represents and acknowledges that by the expiration of the Due Diligence Period, Purchaser shall have fully informed and satisfied itself as to all matters relevant to the acquisition, use and development of the Property, including without limitation, all environmental matters with respect to the Property. EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING IN WHOLE OR IN PART UPON ANY STATEMENT MADE OR INFORMATION OR DOCUMENTATION PROVIDED BY OR ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND, TYPE, CHARACTER, OR NATURE WHATSOEVER, MADE OR FURNISHED BY SELLER, ITS AGENTS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, ATTORNEYS, AFFILIATES, TRUSTEES, BENEFICIARIES, PARTNERS, MEMBERS MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS OR AFFILIATES. Except for Seller’s representations and warranties contained in this Agreement, Purchaser waives any obligation which might be imposed upon Seller to disclose material facts regarding the Property, regardless of whether such facts are discoverable by Purchaser. Purchaser agrees that it has the right to conduct an assessment or inspection of the Property pursuant to this Section 4 and subject to the terms and conditions hereof, and Purchaser waives any requirement under law that Seller provide any other right to conduct an assessment or inspection of the Property. The obligations of this paragraph shall survive the Closing or any termination of this Agreement.

     (f) Purchaser acknowledges that several ordinances, statutes, rules, regulations, codes, and public and private covenants, conditions and restrictions may affect the development and/or use of the Property. Purchaser shall review and verify all such matters prior to the expiration of the Due Diligence Period. Notwithstanding anything contained herein to the contrary, Purchaser’s failure to terminate this Agreement pursuant to its rights

under this Section shall constitute Purchaser’s irrevocable approval of the ordinances, statutes, rules, regulations, codes, and public and private covenants, conditions and restrictions which affect the development and/or use of the Property.

     (g) On or prior to the expiration of the Due Diligence Period, Purchaser shall review the Service Contracts and notify Seller in writing as to which if any of the Service Contracts it wishes to assume at Closing (collectively, the “Assumed Contracts”). In the event that Purchaser does not timely notify Seller within the Due Diligence Period, it shall be deemed to have elected not to assume any of the Service Contracts.

     SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER . Seller hereby represents and warrants to Purchaser, both as of the date hereof and as of the Closing Date, as follows:

     (a) Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of Missouri, and Seller is a corporation qualified to do business, validly existing and in good standing under the laws of the State of Texas.

     (b) Seller is the owner of the Property and has all requisite power and authority, and has taken all actions required by its organizational documents and to authorize it to execute and deliver this Agreement. The individual executing this Agreement and any other documents and instruments executed by Seller pursuant hereto has the legal power, right, and actual authority to bind Seller to the terms and conditions hereof and thereof.

     (c) The Property is not subject to any leases, tenancies or other occupancy rights, recorded or unrecorded, written or oral, except for the Warehouse Lease, and Seller is not in default of any of its obligations under the Warehouse Lease and no event has occurred which with notice, the passing of time or both, would constitute a default or an event of default under the Warehouse Lease.

     (d) To Seller’s knowledge, there is no action, claim, lawsuit, litigation or proceeding pending against or with respect to the Property and no such action, claim, lawsuit, litigation or proceeding has been made or threatened.

     (e) Seller has not received notice of any pending or contemplated taking of all or any portion of the Property.

     (f) Seller has not received any notice asserting that the Property is in violation of any law, code, ordinance or restriction applicable to the Property.

     (g) Seller is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

     (h) Seller will not, from and after the Effective Date through Closing or the earlier termination of this Agreement: (i) enter into any lease or otherwise encumber the Property; (ii) enter into any agreements which would be binding on Purchaser after its acquisition of the Property or which would affect Purchaser’s title to the Property; or (iii) perform any act which would materially and adversely affect Seller’s right or ability to convey the Property to Purchaser pursuant to this Agreement.

     The representations and warranties in this Section 5 shall survive the Closing of this Agreement for a period of twelve (12) months from and after the Closing Date.

     For purposes of this Agreement, “knowledge” (as it relates to Seller) means the actual, conscious knowledge, and not the constructive or imputed knowledge, of Rod McDonald (Seller’s General Counsel), without personal liability to such persons, and without the obligation of such persons to undertake any further

investigation and inquiry.

     The representations and warranties set forth in this Section 5 are made as of the date of this Agreement and shall survive the Closing for a period of one (1) year from the Closing Date. If (a) any of Seller’s representations and warranties set forth in this Section 5 are untrue in any material respect, and (b) the party gaining knowledge of such facts (either Purchaser or Seller) gains such knowledge prior to the Closing Date, such party shall give the other party prompt written notice thereof, and Purchaser shall, as Purchaser’s sole remedy for such breach, have the right to terminate this Agreement by delivering written notice prior to the earlier of (i) ten (10) days from the date of such written notice, or (ii) the Closing Date, whereupon Title Company shall re