1993 NON-EMPLOYEE DIRECTORS STOCK PLAN

Exhibit 10.2

AMENDMENT TO
PAPA JOHN'S INTERNATIONAL, INC.
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
-------------------------------------------------


A. Papa John's International, Inc., a Delaware corporation ("Company"),
has adopted, and the stockholders of the Company have approved, the Papa John's
International, Inc. 1993 Stock Option Plan for Non-Employee Directors (the
"Plan").

B. The Company desires to increase the number of shares of Common Stock
reserved for issuance under the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Amendment of Plan. Section 3 of the Plan is hereby deleted and the
following substituted in its place:

"3. Shares Subject to the Plan. The stock to be offered under the
Plan shall be shares of Common Stock, which shares may be unissued
shares or treasury shares. Subject to the adjustments provided for in
Section 7, the aggregate number of shares of Common Stock to be
delivered upon exercise of all Options granted under the Plan shall
not exceed 370,000 shares of Common Stock. Shares of Common Stock
subject to, but not delivered under, an Option terminating or expiring
for any reason prior to its exercise in full shall be available for
Options to be granted thereafter during the term of the Plan."

2. Continuation of Balance of Plan. Except as amended hereby, the Plan is
unchanged and remains in full force and effect.

3. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware without regard to its
conflict of laws rules.

IN WITNESS WHEREOF, this Amendment was adopted by the Company as of the
20th day of May, 1999.

PAPA JOHN'S INTERNATIONAL, INC.


By: /s/ Charles W. Schnatter
-----------------------------------
Charles W. Schnatter, Secretary