SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      

                                   FORM 8-K

                                CURRENT REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


Date  of  Report  (date  of  earliest  event  reported):  JANUARY  15,  1999



                            MIAMI SUBS CORPORATION
            (Exact name of registrant as specified in its charter)


             FLORIDA                  0-19623           65-0249329
     (State or other jurisdiction   (Commission        (IRS employer
         of  incorporation)        file  number)     identification  no.)



6300  N.W.  31ST  AVENUE,  FORT  LAUDERDALE,  FLORIDA          33309
     (Address  of  principal  executive  offices)          (Zip  code)



Registrant's  telephone  number,  including  area  code:    (954)  973-0000


                              (NOT  APPLICABLE)
        (Former name or former address, if changed since last report)


                             Page 1 of 122 pages
                           Exhibit Index at Page 3



     ITEM  5.          OTHER  EVENTS.

     On  January  15,  1999,  Miami  Subs  Corporation , a Florida corporation
("Miami  Subs"),  Nathan's  Famous, Inc., a Delaware corporation ("Nathan's"),
and  Miami  Acquisition  Corp.,  a newly formed Florida corporation and wholly
owned  subsidiary  of  Nathan's ("Sub"), entered into an Agreement and Plan of
merger  dated  as  of  January  15, 1999 (the "Merger Agreement"), pursuant to
which  Sub will merge with and into Miami Subs (the "Merger"), with Miami Subs
thereafter  becoming  a  wholly  owned  subsidiary  of  Nathan's.

     Pursuant  to  the terms of the Merger Agreement, each share of Miami Subs
common  stock,  $  .01  par  value  per  share  ("Miami  Subs  Common Stock"),
outstanding  immediately prior to the effective time (the "Effective Time") of
the  Merger  (other  than  shares held by Nathan's or in the treasury of Miami
Subs  and  other  than  shares  with  respect  to which dissenter's rights are
properly  exercised) will be converted into the right to receive a fraction of
a  share  of    Nathan's    common stock, $ .01 par value per share ("Nathan's
Common  Stock"), having a value of $2.068 (provided that Nathan's shall not be
required  to  issue  more than one share of Nathan's Common Stock for each two
shares  of  Miami  Subs  Common  Stock).  In addition, for each four shares of
Nathan's  Common  Stock  that a Miami Subs shareholder is entitled to receive,
such  holder  shall  be  entitled  to  receive one warrant (the "Warrants") to
purchase  one share of Nathan's Common Stock at an exercise price of $6.00 per
share.

     Each holder of Miami Subs Common Stock who would otherwise be entitled to
receive a fractional share of Nathan's Common Stock (after taking into account
all of the holder's certificates representing shares of Nathan's Common Stock)
will  be  entitled  to  receive  cash  (without  interest)  in  lieu  thereof.

     Consummation  of  the  Merger  is  subject  to  satisfaction  of  certain
conditions,  including,  without  limitation, the satisfactory completion of a
due  diligence  investigation  by each of the companies, receipt of a fairness
opinion  by  each of the companies and approval by the shareholders of each of
the  companies.

     The  Merger  Agreement  and  Merger  will  be submitted for approval at a
special  meeting  of  shareholders  of  Miami Subs and at a special meeting of
stockholders  of  Nathan's.  Prior thereto, Nathan's shall file a registration
statement  (including  a prospectus that will serve as a joint proxy statement
for  the  companies'  special  meetings)  with  the  Securities  and  Exchange
Commission  to  register  under  the  Securities  Act of 1933, as amended, the
shares of Nathan's Common Stock and Warrants (including the shares of Nathan's
Common  Stock  underlying  such  Warrants)  to  be  issued  to  Miami  Subs'
shareholders  in  connection  with  the  Merger.

     The  foregoing  summary  of  the  Merger  is qualified in its entirety by
reference  to  the  text of the Merger Agreement, and Miami Subs Press Release
dated  February  1,  1999, which are attached hereto as Exhibits 2.1 and 99.1,
respectively,  and  are  incorporated  herein  by  reference.


                             Page 2 of 122 pages





       ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                                  EXHIBITS.

          (c)          Exhibits

          The  following  Exhibits  are  provided  in  accordance  with  the
provisions  of  Item  601  of  Regulation  S-K  and  are filed herewith unless
otherwise  noted.

                                EXHIBIT INDEX

     2.1      Plan and Agreement of Merger made and entered into as of January
15,  1999, among Nathan's Famous, Inc., Miami Acquisition Corp. and Miami Subs
Corporation.

     99.1      Press Release of Miami Subs Corporation dated February 1, 1999.

                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                           MIAMI SUBS CORPORATION


Date:      February  3,  1999          By:    /s/    Jerry W. Woda
                                              JERRY  W.  WODA
                                           Senior  Vice  President,
                                           Chief  Financial Officer,
                                           and  Principal  Accounting
                                           and Financial Officer






                                                         



                             Page 3 of 122 pages





                                                                   EXHIBIT 2.1

                         AGREEMENT AND PLAN OF MERGER

                                 BY AND AMONG

                            NATHAN'S FAMOUS, INC.

                           MIAMI ACQUISITION CORP.

                                     AND

                            MIAMI SUBS CORPORATION



                         DATED AS OF JANUARY 15, 1999





                              TABLE OF CONTENTS
                                                                        PAGE

ARTICLE  I  THE  MERGER                                                 1
1.1.  THE  MERGER                                                       1
1.2.  EFFECTIVE  TIME;  CLOSING                                         2
1.3.  EFFECT  OF  THE  MERGER                                           2
1.4.  ARTICLES  OF  INCORPORATION;  BYLAWS;  DIRECTORS  AND  OFFICERS   2
1.5.  DIRECTORS  AND  OFFICERS                                          2
1.6.  EFFECT  ON  CAPITAL  STOCK                                        2
1.7.  DISSENTING  SHARES                                                4
1.8.  SURRENDER  OF  CERTIFICATES                                       4
1.9.  NO  FURTHER  OWNERSHIP  RIGHTS  IN  MSC  CAPITAL  STOCK           5
1.10.  LOST,  STOLEN  OR  DESTROYED  CERTIFICATES                       6
1.11.  TAKING  OF  NECESSARY  ACTION;  FURTHER  ACTION                  6
1.12.  MATERIAL  ADVERSE  EFFECT                                        6
ARTICLE  II  REPRESENTATIONS  AND  WARRANTIES  OF  MIAMI  SUBS          6
2.1.  ORGANIZATION  OF  MIAMI  SUBS                                     6
2.2.  MIAMI  SUBS  CAPITAL  STRUCTURE                                   7
2.3.  SUBSIDIARIES                                                      7
2.4.  OBLIGATIONS  WITH  RESPECT  TO  CAPITAL  STOCK                    8
2.5.  AUTHORITY;  ENFORCEABILITY;  NON  CONTRAVENTION;  CONSENTS        8
2.6. SECTION 607.0902 OF THE FLORIDA BUSINESS CORPORATION ACT NOT APPLICABLE  
                                                                        9
2.7.  SEC  FILINGS;  MIAMI  SUBS'  FINANCIAL  STATEMENTS                10
2.8.  ABSENCE  OF  CERTAIN  CHANGES  OR  EVENTS                         11
2.9.  TAXES                                                             11
2.10.  INTELLECTUAL  PROPERTY                                           11
2.11.  COMPLIANCE;  PERMITS;  RESTRICTIONS                              12
2.12.  LITIGATION                                                       12
2.13.  BROKERS'  AND  FINDERS'  FEES                                    13
2.14.  EMPLOYEE  BENEFIT  PLANS                                         13
2.15.  ABSENCE  OF  LIENS  AND  ENCUMBRANCES                            13
2.16.  ENVIRONMENTAL  MATTERS                                           13
2.17.  LABOR  MATTERS                                                   14
2.18.  AGREEMENTS,  CONTRACTS  AND  COMMITMENTS                         14
2.19.  CHANGE  OF  CONTROL  PAYMENTS                                    16
2.20.  STATEMENTS;  PROXY  STATEMENT/PROSPECTUS                         16
2.21.  BOARD  APPROVAL                                                  16
2.22.  MINUTE  BOOKS                                                    17
2.23.  POLITICAL  CONTRIBUTIONS                                         17
2.24.  DISCLOSURE                                                       17





ARTICLE  III  REPRESENTATIONS AND WARRANTIES OF NATHAN'S AND MERGER SUB 17
3.1.  ORGANIZATION  OF  NATHAN'S                                        17
3.2.  NATHAN'S  CAPITAL  STRUCTURE                                      17
3.3.  SUBSIDIARIES                                                      18
3.4.  OBLIGATIONS  WITH  RESPECT  TO  CAPITAL  STOCK                    19
3.5.  AUTHORITY;  ENFORCEABILITY;  NON  CONTRAVENTION;  CONSENTS        19
3.6.  SEC  FILINGS;  NATHAN'S  FINANCIAL  STATEMENTS                    20
3.7.  ABSENCE  OF  CERTAIN  CHANGES  OR  EVENTS                         21
3.8.  TAXES                                                             21
3.9.  INTELLECTUAL  PROPERTY                                            22
3.10.  COMPLIANCE;  PERMITS;  RESTRICTIONS                              22
3.11.  LITIGATION                                                       23
3.12.  BROKERS'  AND  FINDERS'  FEES                                    23
3.13.  EMPLOYEE  BENEFIT  PLANS                                         23
3.14.  ABSENCE  OF  LIENS  AND  ENCUMBRANCES                            23
3.15.  ENVIRONMENTAL  MATTERS                                           23
3.16.  LABOR  MATTERS                                                   24
3.17.  AGREEMENTS,  CONTRACTS  AND  COMMITMENTS                         24
3.18.  CHANGE  OF  CONTROL  PAYMENTS                                    26
3.19.  STATEMENTS;  PROXY  STATEMENT/PROSPECTUS                         26
3.20.  BOARD  APPROVAL                                                  26
3.21.  MINUTE  BOOKS                                                    27
3.22.  POLITICAL  CONTRIBUTIONS                                         27
3.23.  DISCLOSURE                                                       27
ARTICLE  IV  CONDUCT  PRIOR  TO  THE  EFFECTIVE  TIME                   27
4.1.  CONDUCT  OF  BUSINESS                                             27
ARTICLE  V  ADDITIONAL  AGREEMENTS                                      29
5.1.  PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT; OTHER FILINGS 29
5.2.  MEETINGS  OF  STOCKHOLDERS                                        30
5.3.  ACCESS  TO  INFORMATION;  CONFIDENTIALITY                         30
5.4.  NO  SOLICITATION  BY  MIAMI  SUBS                                 31
5.5.  PUBLIC  DISCLOSURE                                                32
5.6.  LEGAL  REQUIREMENTS                                               33
5.7.  THIRD  PARTY  CONSENTS                                            33
5.8.  FIRPTA                                                            33
5.9.  NOTIFICATION  OF  CERTAIN  MATTERS                                33
5.10.  BEST  EFFORTS  AND  FURTHER  ASSURANCES                          33
5.11.  STOCK  OPTIONS                                                   34
5.12.  REGISTRATION  RIGHTS                                             34
5.13.  INDEMNIFICATION  AND  INSURANCE                                  34
5.14.  NASDAQ  LISTING                                                  36
5.15.  BOARD  OF  DIRECTORS  OF  NATHAN'S                               36
5.16.  EMPLOYMENT  AGREEMENTS                                           36
ARTICLE  VI  CONDITIONS  TO  THE  MERGER                                36
6.1.  CONDITIONS  TO  OBLIGATIONS  OF  EACH  PARTY TO EFFECT THE MERGER 36
6.2.  ADDITIONAL  CONDITIONS  TO  OBLIGATIONS  OF  MIAMI  SUBS          37
6.3.  ADDITIONAL  CONDITIONS TO THE OBLIGATIONS OF NATHAN'S AND MERGER SUB    
                                                                        38
ARTICLE  VII  TERMINATION,  AMENDMENT  AND  WAIVER                      39
7.1.  TERMINATION                                                       39
7.2.  NOTICE  OF  TERMINATION;  EFFECT  OF  TERMINATION                 41
7.3.  FEES  AND  EXPENSES                                               41
7.4.  AMENDMENT                                                         41
7.5.  EXTENSION;  WAIVER                                                41
ARTICLE  VIII  GENERAL  PROVISIONS                                      42
8.1.  NON-SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES                42
8.2.  NOTICES                                                           42
8.3.  INTERPRETATION;  KNOWLEDGE                                        43
8.4.  COUNTERPARTS                                                      43
8.5.  ENTIRE  AGREEMENT                                                 43
8.6.  SEVERABILITY                                                      43
8.7.  OTHER  REMEDIES;  SPECIFIC  PERFORMANCE                           44
8.8.  GOVERNING  LAW                                                    44
8.9.  RULES  OF  CONSTRUCTION                                           44
8.10.  ASSIGNMENT                                                       44



                              INDEX OF EXHIBITS
EXHIBIT  A          FORM  OF  WARRANT  AGREEMENT
EXHIBIT  B          FORM  OF  EMPLOYMENT  AGREEMENT  FOR  DONALD  L.  PERLYN
EXHIBIT  C          FORM  OF  EMPLOYMENT  AGREEMENT  FOR  JERRY  W.  WODA
EXHIBIT  D          FORM  OF  EMPLOYMENT  AGREEMENT  FOR  FRANK  BARAN






                         AGREEMENT AND PLAN OF MERGER
     This AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered
into  as  of  January  15,  1999,  among  Nathan's  Famous,  Inc.,  a Delaware
corporation ("Nathan's"), Miami Acquisition Corp., a Florida corporation and
a  wholly-owned  subsidiary  of  Nathan's  ("Merger  Sub"),  and  Miami Subs
Corporation,  a  Florida  corporation  ("Miami  Subs").
                                  RECITALS
     Upon  the  terms  and  subject to the conditions of this Agreement and in
accordance  with the Florida Business Corporation Act ("FBCA"), Nathan's and
Miami  Subs  will  enter  into  a business combination transaction pursuant to
which  Merger Sub will merge with and into Miami Subs (the "Merger") so that
Miami Subs will continue as the surviving corporation and will become a wholly
owned  subsidiary  of  Nathan's.
     The  respective  Boards  of Directors of Nathan's and Merger Sub (i) have
determined  that  the  Merger  is  consistent  with  and in furtherance of the
long-term  business  strategy of Nathan's and in its best interests, (ii) have
approved this Agreement, the Merger and the other transactions contemplated by
this  Agreement  and (iii) have resolved to recommend that the stockholders of
Nathan's  vote  to  approve  the  Merger.
     The  Board  of Directors of Miami Subs (i) has determined that the Merger
is  consistent  with  and in furtherance of the long-term business strategy of
Miami  Subs  and  in its best interests, (ii) has approved this Agreement, the
Merger and the other transactions contemplated by this Agreement and (iii) has
resolved  to recommend that the shareholders of Miami Subs vote to approve the
Merger.
     Nathan's  and  Merger  Sub,  on the one hand, and Miami Subs on the other
hand,  desire  to  make  certain  representations  and  warranties  and  other
agreements  in  connection  with  the  Merger.
     NOW,  THEREFORE,  in  consideration  of  the  covenants,  promises  and
representations  set  forth  herein,  and  for  other  good  and  valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged,
the  parties  agree  as  follows:
                                  ARTICLE I
                                  THE MERGER
     1.1.     The Merger.  At the Effective Time (as defined in Section 1.2)
and  subject  to  and  upon the terms and conditions of this Agreement and the
applicable  provisions  of  the FBCA, Merger Sub shall be merged with and into
Miami  Subs,  the  separate  corporate existence of Merger Sub shall cease and
Miami  Subs  shall  continue  as the surviving corporation.  Miami Subs as the
surviving corporation after the Merger is hereinafter sometimes referred to as
the  "Surviving  Corporation."
     1.2.        Effective Time; Closing.  Subject to the provisions of this
Agreement,  the  parties  hereto  shall  cause the Merger to be consummated by
filing  Articles of Merger (the "Articles of Merger") with the Department of
State  of  the  State of Florida in accordance with the relevant provisions of
the  FBCA  (the  time  of  such filing (or such later time as may be agreed in
writing  by  the  parties  and  specified in the Articles of Merger) being the
"Effective  Time")  as  soon as practicable on or after the Closing Date (as
herein  defined).    Unless  the  context  otherwise  requires,  the  term
"Agreement"  as  used  herein  refers collectively to this Agreement and the
Articles  of  Merger.   The closing of the Merger (the "Closing") shall take
place  at the offices of Blau, Kramer, Wactlar & Lieberman, P.C. at a time and
date  to  be specified by the parties, which shall be no later than the second
business  day  after the satisfaction or waiver of the conditions set forth in
Article  VI,  or  at  such other time, date and location as the parties hereto
agree  in  writing  (the  "Closing  Date").
     1.3.        Effect of the Merger.  At the Effective Time, the effect of
the  Merger  shall  be  as  provided  in  this  Agreement  and  the applicable
provisions of the FBCA.  Without limiting the generality of the foregoing, and
subject  thereto,  by  virtue  of  the  Merger  and the FBCA all the property,
rights,  privileges,  powers and franchises of Miami Subs and Merger Sub shall
vest  in  the  Surviving Corporation, and all debts, liabilities and duties of
Miami  Subs  and  Merger Sub shall become the debts, liabilities and duties of
the  Surviving  Corporation.
     1.4.         Articles of Incorporation; Bylaws; Directors and Officers.
          (a)          Unless  otherwise  determined  by Nathan's prior to the
Effective  Time, at the Effective Time, the Articles of Incorporation of Miami
Subs,  as  in  effect  immediately  prior  to the Effective Time, shall be the
Articles  of  Incorporation  of  the  Surviving  Corporation  until thereafter
amended  as provided by the FBCA and such Articles of Incorporation; provided,
however,  that  at  the  Effective  Time  the Articles of Incorporation of the
Surviving Corporation shall be amended so that the terms will be substantially
similar  to  those  contained  in the Articles of Incorporation of Merger Sub.
          (b)      The Bylaws of Merger Sub, as in effect immediately prior to
the  Effective  Time,  shall  be,  at  the  Effective  Time, the Bylaws of the
Surviving  Corporation  until  thereafter  amended,  altered,  or  repealed as
provided  therein,  in  the  Articles  of  Incorporation  of  the  Surviving
Corporation  and  the  FBCA.
     1.5.      Directors and Officers.  The directors and officers of Merger
Sub immediately prior to the Effective Time shall be the initial directors and
officers  of  the  Surviving  Corporation, in each case until their respective
successors  are  duly  elected  or  appointed  and  qualified.
     1.6.      Effect on Capital Stock.  At the Effective Time, by virtue of
the  Merger  and  without  any  action  on  the  part  of  any holder thereof:
          (a)         Conversion of MSC Capital Stock.  Each share of Common
Stock,  par  value  $.01  per share, of Miami Subs (the "MSC Capital Stock")
issued and outstanding immediately prior to the Effective Time (other than any
shares  of MSC Capital Stock to be canceled pursuant to Section 1.6(b) and any
Dissenting Shares (as defined in and to the extent provided in Section 1.7(a))
will  be  canceled  and  extinguished  and automatically converted (subject to
Sections 1.6(e)) into the right to receive (i) a fraction of a share of Common
Stock,  par  value $.01 per share, of Nathan's (the "Nathan's Common Stock")
having  a  value  of  $2.068  (the  "Exchange  Ratio") upon surrender of the
certificate  representing  such  share  of  MSC  Capital  Stock  in the manner
provided  in  Section  1.8  (or  in  the  case  of a lost, stolen or destroyed
certificate,  upon  delivery  of  an  affidavit (and bond, if required) in the
manner provided in Section 1.10); provided, however that Nathan's shall not be
required  to  issue  more than one share of Nathan's Common Stock for each two
shares  of  MSC  Capital Stock.  In addition, for each four shares of Nathan's
Common  Stock  that a holder of MSC Capital Stock is entitled to receive, such
holder  shall  be  entitled  to  receive  one warrant to purchase one share of
Nathan's  Common  Stock  (the  "Warrant")  at an exercise price of $6.00 per
share  pursuant to the terms of a Warrant Agreement, substantially in the form
of  Exhibit A hereto.  Nathan's will not issue Warrants to purchase a fraction
of  a  share  of  Nathan's  Common  Stock.  For the purpose of calculating the
Exchange  Ratio,  the  value  of a share of Nathan's Common Stock shall be the
average  closing  price  of  a share of Nathan's Common Stock for the ten most
recent  days  that Nathan's Common Stock has traded, ending on the trading day
immediately  prior  to  the  Closing  Date, as reported on the Nasdaq National
Market  System.
          (b)       Cancellation of Nathan's-Owned Stock.  Each share of MSC
Capital  Stock  held  in  the  treasury  of Miami Subs or owned by Merger Sub,
Nathan's or any direct or indirect wholly owned subsidiary of Miami Subs or of
Nathan's  immediately  prior  to  the  Effective  Time  shall  be canceled and
extinguished  without  any  conversion  thereof.
          (c)          Stock Options.  At the Effective Time, all options to
purchase  MSC Capital Stock then outstanding under Miami Subs's 1990 Executive
Option  Plan (the "Miami Subs Option Plan"), and the options and warrants to
purchase shares of Miami Subs Common Stock otherwise listed on Schedule 1.6(c)
(the  "Miami Subs Stock Options") shall be assumed by Nathan's in accordance
with  Section  5.11  hereof.
          (d)      Capital Stock of Merger Sub.  Each share of Common Stock,
par  value  $.01  per  share, of Merger Sub issued and outstanding immediately
prior  to  the  Effective  Time  shall be converted into and exchanged for one
validly  issued, fully paid and nonassessable share of Common Stock, par value
$.01  per  share,  of  the  Surviving  Corporation.  Each stock certificate of
Merger  Sub evidencing ownership of any such shares shall continue to evidence
ownership  of  such  shares  of  capital  stock  of the Surviving Corporation.
          (e)       Fractional Shares.  No fraction of a share or Warrant to
purchase  a  fraction  of  a  share of Nathan's Common Stock will be issued by
virtue  of  the  Merger,  but  in lieu of fractional shares of Nathan's Common
Stock,  each  holder  of  shares  of  MSC Capital Stock who would otherwise be
entitled  to a fraction of a share of Nathan's Common Stock (after aggregating
all  fractional shares of Nathan's Common Stock to be received by such holder)
shall  receive  from  Nathan's an amount of cash (rounded to the nearest whole
cent)  equal  to  the  product  of  (i)  such fraction, multiplied by (ii) the
average  closing  price  of  a share of Nathan's Common Stock for the ten most
recent  days  that Nathan's Common Stock has traded, ending on the trading day
immediately  prior  to  the  Closing  Date, as reported on the Nasdaq National
Market  System. 
     1.7.          Dissenting  Shares.
          (a)          Notwithstanding  any provision of this Agreement to the
contrary,  the  shares of any holder of MSC Capital Stock who has demanded and
perfected  appraisal  rights  for  such shares in accordance with the FBCA and
who, as of the Effective Time, has not effectively withdrawn or forfeited such
appraisal  rights  ("Dissenting  Shares"),  shall  not  be converted into or
represent  a  right  to receive Nathan's Common Stock pursuant to Section 1.6,
but the holder thereof shall only be entitled to such rights as are granted by
the  FBCA.
          (b)        Notwithstanding the foregoing, if any holder of shares of
MSC  Capital  Stock  who demands appraisal of such shares under the FBCA shall
effectively  withdraw or forfeit the right to appraisal, then, as of the later
of  the  Effective Time and the occurrence of such event, such holder's shares
shall  automatically be converted into and represent only the right to receive
pursuant  to  the  Exchange  Ratio Nathan's Common Stock and Warrants, without
interest  thereon,  upon  surrender  of  the  certificate(s) representing such
shares  in  compliance  with  Section  1.8.
          (c)          Miami Subs shall give Nathan's (i) prompt notice of any
written  demands for appraisal of any shares of MSC Capital Stock, withdrawals
of  such  demands,  and  any other instruments served pursuant to the FBCA and
received  by Miami Subs which relate to any such demand for appraisal and (ii)
the  opportunity to participate in all negotiations and proceedings which take
place  prior to the Effective Time with respect to demands for appraisal under
the  FBCA.    Miami  Subs  shall not, except with the prior written consent of
Nathan's or as may be required by applicable law, voluntarily make any payment
with  respect  to  any  demands for appraisal of MSC Capital Stock or offer to
settle  or  settle any such demands or approve any withdrawal of such demands.
     1.8.          Surrender  of  Certificates.
          (a)          Exchange Agent.  Nathan's shall select American Stock
Transfer  and  Trust Company or another institution reasonably satisfactory to
Miami  Subs  to  act  as  the  exchange  agent (the "Exchange Agent") in the
Merger.
          (b)          Nathan's to Provide Common Stock.  Promptly after the
Effective  Time,  Nathan's  shall  make  available  to  the Exchange Agent for
exchange  in  accordance  with  this  Article I, the shares of Nathan's Common
Stock  (together with any dividends or distributions with respect thereto) and
Warrants  issuable  pursuant to Section 1.6 in exchange for outstanding shares
of  MSC Capital Stock, and cash in an amount sufficient for payment in lieu of
fractional  shares  pursuant  to  Section  1.6(e).
          (c)       Exchange Procedures.  Promptly after the Effective Time,
Nathan's  shall  cause the Exchange Agent to mail to each holder of record (as
of the Effective Time) of a certificate or certificates (the "Certificates")
which  immediately  prior to the Effective Time represented outstanding shares
of  MSC  Capital  Stock  whose shares were converted into the right to receive
shares  of Nathan's Common Stock and Warrants pursuant to Section 1.6 and cash
in  lieu  of any fractional shares pursuant to Section 1.6(e), (i) a letter of
transmittal  (which shall specify that delivery shall be effected, and risk of
loss  and  title  to  the  Certificates  shall pass, only upon delivery of the
Certificates  to  the Exchange Agent accompanied by a properly executed letter
of  transmittal  and  shall  be in such form and have such other provisions as
Nathan's  may  reasonably  specify) and (ii) instructions for use in effecting
the  surrender  of  the Certificates in exchange for certificates representing
shares  of  Nathan's Common Stock, Warrants and cash in lieu of any fractional
shares  pursuant  to  Section 1.6(e).  Upon surrender to the Exchange Agent of
one  or  more  Certificates  for  cancellation,  together  with such letter of
transmittal,  duly  completed  and  validly  executed  in  accordance with the
instructions  thereto,  the holder of such Certificate(s) shall be entitled to
receive  in  exchange  therefor a certificate representing the number of whole
shares  of  Nathan's Common Stock, and, as applicable, Warrants and payment in
lieu  of fractional shares which such holder has the right to receive pursuant
to  Section  1.6(e). Subject to Section 1.7 hereof, until so surrendered, each
outstanding  Certificate will be deemed from and after the Effective Time, for
all corporate purposes, to evidence the ownership of the number of full shares
of  Nathan's  Common Stock and, as applicable, Warrants into which such shares
of  MSC Capital Stock shall have been so converted and the right to receive an
amount  in cash in lieu of the issuance of any fractional shares in accordance
with  Section  1.6(e).
          (d)      Transfers of Ownership.  If any certificate for shares of
Nathan's Common Stock or any Warrant is to be issued in a name other than that
in  which  the  Certificate surrendered in exchange therefor is registered, it
will  be  a  condition  of  the  issuance  thereof  that  the  Certificate  so
surrendered  will  be  properly  endorsed  and  otherwise  in  proper form for
transfer  and  that  the person requesting such exchange will have paid to the
Exchange  Agent  any  transfer  or  any  other taxes required by reason of the
issuance  of  a  certificate for shares of Nathan's Common Stock or Warrant in
any  name  other  than  that  of  the  registered  holder  of  the Certificate
surrendered,  or  established  to  the satisfaction of the Exchange Agent that
such  tax  has  been  paid  or  is  not  payable.
          (e)     No Liability.  Notwithstanding anything to the contrary in
this  Section  1.8,  neither  the  Exchange  Agent,  Nathan's,  the  Surviving
Corporation  nor any party hereto shall be liable to any holder of MSC Capital
Stock  for  any  Nathan's  Common  Stock (including dividends or distributions
thereon), Warrants or cash in lieu of fractional shares, properly delivered to
a  public  official  pursuant to any applicable abandoned property, escheat or
similar  law.
     1.9.      No Further Ownership Rights in MSC Capital Stock.  All shares
of  Nathan's  Common Stock (including dividends and distributions thereon) and
Warrants  issued upon the surrender for exchange of Certificates in accordance
with  the terms hereof (including any cash paid in respect thereof pursuant to
Section  1.6(e))  shall  be deemed to have been issued in full satisfaction of
all  rights pertaining to such shares of MSC Capital Stock, and there shall be
no  further  registration  of  transfers  on  the  records  of  the  Surviving
Corporation  of shares of MSC Capital Stock which were outstanding immediately
prior  to  the  Effective Time.  If after the Effective Time, Certificates are
presented  to  the  Surviving  Corporation  for  any  reason, they shall, when
accompanied  by proper documentation, be exchanged and canceled as provided in
this  Article  I.
     1.10.         Lost, Stolen or Destroyed Certificates.  In the event any
Certificates  shall  have  been  lost, stolen or destroyed, the Exchange Agent
shall  issue in exchange for such lost, stolen or destroyed Certificates, upon
the  making  of  an  affidavit  of that fact by the holder thereof, such whole
number of shares of Nathan's Common Stock into which the shares of MSC Capital
Stock  evidenced  thereby  shall  have  been  converted,  and,  as applicable,
Warrants  and  cash  in lieu of fractional shares; provided, however, that
Nathan's  may,  in its discretion and as a condition precedent to the issuance
thereof,  require  the owner of such lost, stolen or destroyed Certificates to
deliver  a  bond  in such sum as it may reasonably direct as indemnity against
any claim that may be made against Nathan's or the Exchange Agent with respect
to  the  Certificates  alleged  to  have  been  lost,  stolen  or  destroyed.
     1.11.      Taking of Necessary Action; Further Action.  If, at any time
after  the  date hereof, any further action is necessary or desirable to carry
out  the purposes of this Agreement and to vest the Surviving Corporation with
full  right, title and possession to all assets, property, rights, privileges,
powers  and  franchises  of  Miami  Subs and Merger Sub, the then officers and
directors  of  Miami  Subs  and Merger Sub are fully authorized in the name of
their  respective  corporations  or otherwise to take, and will take, all such
lawful  and  necessary  action, so long as such action is consistent with this
Agreement.
     1.12.      Material Adverse Effect.  When used in connection with Miami
Subs  or  Nathan's  as  the  case may be, the term "Material Adverse Effect"
means,  for  purposes  of  this  Agreement,  any  change, event or effect that
individually  or  when  taken  together with all other such changes, events or
effects  that  have  occurred  prior  to  the  date  of  determination  of the
occurrence  of  the  Material  Adverse Effect is or is reasonably likely to be
materially  adverse  to the business, operations, assets (including intangible
assets),    condition  (financial  or  otherwise), or results of operations or
prospects of Miami Subs and its subsidiaries or Nathan's and its subsidiaries,
as  the  case  may  be,  taken  as  a  whole.
                                  ARTICLE II
                 REPRESENTATIONS AND WARRANTIES OF MIAMI SUBS
     Miami Subs represents and warrants to Nathan's and Merger Sub, subject to
the  exceptions  specifically  disclosed  in  writing in the disclosure letter
supplied  by  Miami  Subs  to  Nathan's  and  Merger  Sub  (the  "Miami  Subs
Schedules", which are incorporated herein by reference and made a part hereof
as  if  fully  set  forth  herein),  as  follows:
     2.1.      Organization of Miami Subs.  Miami Subs is a corporation duly
organized,  validly  existing and in good standing under the laws of the State
of  Florida, has the requisite corporate power and authority to own, lease and
operate  its  properties and  assets as and where the same are owned, operated
or  leased and to carry on its business as now being conducted and as proposed
to  be conducted, and is duly qualified to do business and is in good standing
as  a  foreign  corporation in each jurisdiction in which the failure to be so
qualified  would have a Material Adverse Effect on Miami Subs.  Miami Subs has
delivered  to  Nathan's  complete  and  correct  copies  of  the  Articles  of
Incorporation and Bylaws of Miami Subs, each as amended to and as in effect on
the  date  hereof.
     2.2.     Miami Subs Capital Structure.  The authorized capital stock of
 Miami Subs consists of 50,000,000 shares of Common Stock, par value $.01 per
   share, of which there were 27,119,340 shares issued and outstanding as of
 November 30, 1998 and 8,000,000 shares of Preferred Stock, par value $.01 per
share, of which no shares were issued and outstanding as of November 30, 1998.
    All outstanding shares of MSC Capital Stock are duly authorized, validly
issued, fully paid and non-assessable and are not subject to preemptive rights
 created by statute, the Articles of Incorporation or Bylaws of Miami Subs or
  any agreement or document to which Miami Subs is a party or by which it is
    bound.  As of December 1, 1998, Miami Subs had reserved an aggregate of
   4,338,716 shares of MSC Capital Stock, net of exercises, for issuance to
 employees, consultants and non-employee directors pursuant to the Miami Subs
  Stock Options outstanding as of such date.  All shares of MSC Capital Stock
  subject to issuance as aforesaid, upon issuance on the terms and conditions
  specified in the instruments pursuant to which they are issuable, would be
   duly authorized, validly issued, fully paid and nonassessable.  Schedule
     1.6(c) of the Miami Subs Schedules list each Miami Subs Stock Option
  outstanding at November 30, 1998, the name of the holder of such Miami Subs
 Stock Option, the number of shares subject to such Miami Subs Stock Option ,
the exercise price of such Miami Subs Stock Option, the number of shares as to
 which such Miami Subs Stock Option will have vested at such date and whether
 the exercisability of such Miami Subs Stock Option will be accelerated in any
    way by the transactions contemplated by this Agreement or for any other
           reason, and indicate the extent of acceleration, if any.
    2.3.     Subsidiaries.
          (a)          Except  for  the  subsidiaries listed in the Miami Subs
Schedules  there  are  no  entities  10%  or  more of whose outstanding voting
securities  or other equity interest are owned, directly or indirectly through
one or more intermediaries, by Miami Subs.  Each subsidiary of Miami Subs is a
corporation  duly  organized,  validly existing and in good standing under the
laws of the jurisdiction of its incorporation (which jurisdiction is indicated
in  the  Miami  Subs  Schedules)  and  has  all  requisite corporate power and
authority to own, operate and lease its properties and assets as and where the
same  are  owned,  operated  or  leased  by such subsidiary and to conduct its
business  as  it  is now being conducted.  Each subsidiary is in good standing
and duly qualified or licensed as a foreign corporation to do business in each
of  the  jurisdictions in which the location of the property and assets owned,
operated  or leased by such subsidiary or the nature of the business conducted
by  such  subsidiary  makes  such qualification or licensing necessary, except
where  the  failure  to  be so qualified or licensed would not have a Material
Adverse  Effect.    Miami  Subs has delivered to Nathan's complete and correct
copies  of  each of its subsidiaries' articles of incorporation and bylaws (or
similar  organizational document), in each case as amended to and as in effect
on  the  date  hereof.
          (b)        The Miami Subs Schedules set forth the authorized capital
stock  of  each  subsidiary of Miami Subs, the number of outstanding shares of
each  class  of  such  capital  stock  and  Miami  Subs's  (or  in the case of
subsidiaries  indirectly  owned  by  Miami  Subs,  a  specified  subsidiary's)
ownership  of  each  such  class.   Miami Subs or such subsidiary has good and
valid  title  to  all  such  shares  free and clear of all mortgages, pledges,
claims, liens, security interests or other restrictions or encumbrances of any
kind  or  nature whatsoever ("Encumbrances").  All of the outstanding shares
of  capital  stock  of each subsidiary of Miami Subs are validly issued, fully
paid  and  nonassessable,  and  there  are  no preemptive or similar rights in
respect  of  any  shares  of  capital  stock  of  any  subsidiary.  All of the
outstanding  shares of each subsidiary of Miami Subs were issued in compliance
with  all  requirements  of all applicable federal and state securities laws. 
Except  as  set  forth in the Miami Subs Schedules, neither Miami Subs nor any
subsidiary  owns  any capital stock of or other equity interest of any kind or
nature  in  any  person.
     2.4.     Obligations With Respect to Capital Stock. Except as set forth
in  Section 2.2, there are no equity securities of any class of Miami Subs, or
any securities exchangeable or convertible into or exercisable for such equity
securities,  issued,  reserved  for  issuance  or  outstanding.    Except  for
securities  Miami  Subs  owns,  directly  or  indirectly  through  one or more
subsidiaries, there are no equity securities of any class of any subsidiary of
Miami  Subs,  or  any security exchangeable or convertible into or exercisable
for  such  equity  securities,  issued, reserved for issuance or outstanding. 
Except  as  set  forth  in Section 2.2, there are no options, warrants, equity
securities,  calls,  rights  (including  preemptive  rights),  commitments  or
agreements  of any character to which Miami Subs or any of its subsidiaries is
a  party  or  by  which  it  is  bound  obligating  Miami  Subs  or any of its
subsidiaries  to  issue,  deliver or sell, or cause to be issued, delivered or
sold,  or repurchase, redeem or otherwise acquire, or cause to be repurchased,
redeemed  or  acquired, of any shares of capital stock of Miami Subs or any of
its subsidiaries or obligating Miami Subs or any of its subsidiaries to grant,
extend,  accelerate  the  vesting  of  or enter into any such option, warrant,
equity security, call, right, commitment or agreement.  Except as set forth in
the  Miami  Subs  Schedules,  there  are  no  registration  rights and, to the
knowledge  of  Miami  Subs,  there  are  no  voting  trusts,  proxies or other
agreements  or understandings with respect to any equity security of any class
of  Miami  Subs  or with respect to any equity security of any class of any of
its  subsidiaries.
     2.5.          Authority;  Enforceability;  Non Contravention; Consents.
          (a)       Miami Subs has all requisite corporate power and authority
to  enter  into this Agreement and to consummate the transactions contemplated
hereby, subject to the approval of this Agreement by the shareholders of Miami
Subs.   Subject to such approval, the execution and delivery of this Agreement
and  the  consummation of the transactions contemplated hereby, have been duly
authorized  by  all  necessary corporate action on the part of Miami Subs, and
this  Agreement  has  been  duly  executed  and  delivered  by Miami Subs and,
assuming  the due authorization, execution and delivery by Nathan's and Merger
Sub,  constitutes  the valid and binding obligation of Miami Subs, enforceable
against  it  in  accordance  with  its  terms, except as enforceability may be
limited  by bankruptcy, insolvency, moratorium or other similar laws affecting
or  relating  to the enforcement of creditors' rights generally and subject to
general principles of equity.  A vote of the holders of at least a majority of
the  outstanding  shares of the MSC Capital Stock is required for Miami Subs's
shareholders  to  approve this Agreement.  Neither the execution, delivery and
performance  of this Agreement by Miami Subs nor consummation by Miami Subs of
the  transactions  contemplated  hereby will, (i) conflict with or violate the
Articles  of  Incorporation  or  Bylaws  of  Miami  Subs  or  the  equivalent
organizational documents of any of its subsidiaries, (ii) subject to obtaining
the  approval  of  Miami  Subs's shareholders of the Merger as contemplated in
Section  5.2  and compliance with the requirements set forth in Section 2.5(b)
below,  conflict with or violate any law, rule, regulation, order, judgment or
decree  applicable to Miami Subs or any of its subsidiaries or by which its or
any  of  their  respective properties is bound or affected, or (iii) result in
any  breach  of or constitute a default (or an event that with notice or lapse
of  time  or both would become a default) under, or impair Miami Subs's rights
or alter the rights or obligations of any third party under, or give to others
any  rights  of  termination,  amendment,  acceleration or cancellation of, or
result  in  the  creation of a lien or encumbrance on any of the properties or
assets  of  Miami Subs or any of its subsidiaries pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other  instrument or obligation to which Miami Subs or any of its subsidiaries
is  a party or by which Miami Subs or any of its subsidiaries or its or any of
their  respective  properties  are  bound or affected, except, with respect to
clauses  (ii) and (iii), for any such conflicts, violations, defaults or other
occurrences  that would not have a Material Adverse Effect on Miami Subs.  The
Miami  Subs  Schedules list all material consents, waivers and approvals under
any  of  Miami  Subs's  or  any  of  its  subsidiaries' agreements, contracts,
licenses or leases required to be obtained in connection with the consummation
of  the  transactions  contemplated  hereby.
          (b)          No  consent,  approval,  order  or authorization of, or
registration,  declaration  or filing with any court, administrative agency or
commission  or other governmental authority or instrumentality ("Governmental
Entity")  is required by or with respect to Miami Subs in connection with the
execution  and  delivery  of  this  Agreement  or  the  consummation  of  the
transactions  contemplated  hereby  or thereby, except for (i) the filing of a
Form  S-4  Registration  Statement by Nathan's covering the shares of Nathan's
Common  Stock  and the Warrants (including the shares of Nathan's Common Stock
underlying such Warrants) (the "Registration Statement") with the Securities
and  Exchange  Commission  ("SEC")  in accordance with the Securities Act of
1933,  as amended (the "Securities Act"), (ii) the filing of the Articles of
Merger  with the Department of State of the State of Florida, (iii) the filing
of the Proxy Statement (as defined in Section 2.20) with the SEC in accordance
with  the  Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(iv)  the  filing of a Current Report on Form 8-K with the SEC, (v) the filing
of  a  Form  15  with  the  SEC,  (vi)  such  consents,  approvals,  orders,
authorizations,  registrations,  declarations  and  filings as may be required
under  applicable  federal  and state laws and the laws of any foreign country
and  (vii)  such  other  consents,  authorizations,  filings,  approvals  and
registrations  which,  if  not  obtained  or  made,  would not have a Material
Adverse  Effect on Miami Subs or have a material adverse effect on the ability
of  Miami  Subs  to  consummate  the  Merger.
     2.6.        Section 607.0902 of the Florida Business Corporation Act Not
Applicable.    The  Board of Directors of Miami Subs has taken all actions so
that the restrictions contained in Section 607.0902 of the FBCA will not apply
to  the  execution,  delivery  or  performance  of  this  Agreement  or to the
consummation  of  the  Merger  or  the other transactions contemplated by this
Agreement.
     2.7.          SEC  Filings;  Miami  Subs  Financial  Statements.
          (a)          Miami  Subs  has filed all forms, reports and documents
required  to  be filed with the SEC since November 1996 and has made available
to Nathan's such forms, reports and documents in the form filed with the SEC. 
All  such  required  forms, reports and documents, (including those that Miami
Subs  may  file  subsequent  to the date hereof) are referred to herein as the
"Miami  Subs SEC Reports."  As of their respective dates, the Miami Subs SEC
Reports  (i)  were  prepared  in  accordance  with  the  requirements  of  the
Securities  Act  or  the  Exchange  Act, as the case may be, and the rules and
regulations  of  the SEC thereunder applicable to such Miami Subs SEC Reports,
and (ii) did not at the time they were filed (or if amended or superseded by a
filing  on  or  prior  to the date of this Agreement, then on the date of such
filing)  contain  any  untrue  statement of a material fact or omit to state a
material  fact required to be stated therein or necessary in order to make the
statements  therein,  in  the light of the circumstances under which they were
made,  not  misleading.  None of Miami Subs's subsidiaries is required to file
any  forms,  reports  or  other  documents  with  the  SEC.
          (b)     Each of the consolidated financial statements (including, in
each case, any related notes thereto) contained in the Miami Subs SEC Reports,
including  any  Miami  Subs  SEC Reports filed after the date hereof until the
Closing  Date  (the "Miami Subs Financials"), (x) complied as to form in all
material  respects  with  the  published rules and regulations of the SEC with
respect  thereto,  (y)  was  prepared  in  accordance  with generally accepted
accounting  principles ("GAAP") applied on a consistent basis throughout the
periods  involved  (except  as specified therein or as may be indicated in the
notes  thereto  or,  in the case of unaudited interim financial statements, as
may  be  permitted  by  the  SEC  on Form 10-Q under the Exchange Act) and (z)
fairly  presented in all material respects the consolidated financial position
of  Miami Subs and its subsidiaries as at the respective dates thereof and the
consolidated  results  of  its  operations  and  cash  flows  for  the periods
indicated,  except that the unaudited interim financial statements were or are
subject  to  normal  and recurring year end adjustments which were not, or are
not  expected  to  be,  material  in  amount.  The balance sheet of Miami Subs
contained in the Miami Subs SEC Reports as of November 30, 1998 is hereinafter
referred  to  as the "Miami Subs Balance Sheet."  Neither Miami Subs nor any
of  its  subsidiaries  has  any  liabilities (absolute, accrued, contingent or
otherwise)  of  a nature required to be disclosed on a balance sheet or in the
related  notes to the consolidated financial statements prepared in accordance
with  GAAP  which  are,  individually  or  in  the  aggregate, material to the
business,  results  of operations or financial condition of Miami Subs and its
subsidiaries  taken  as  a  whole,  except liabilities (i) provided for in the
Miami  Subs  Balance  Sheet, or (ii) incurred since the date of the Miami Subs
Balance  Sheet  in  the  ordinary  course  of  business  consistent  with past
practices.
          (c)       Miami Subs has heretofore furnished to Nathan's a complete
and  correct copy of any amendments or modifications, which have been prepared
but  have  not  been  filed  with the SEC and which are not yet required to be
filed  therewith,  to  agreements,  documents  or  other  instruments  which
previously  had  been  filed  by  Miami  Subs  with  the  SEC  pursuant to the
Securities  Act  or  the  Exchange  Act.
        2.8.      Absence of Certain Changes or Events.  Except as set forth in
the  Miami  Subs  Schedules,  since  the  date of the Miami Subs Balance Sheet
through  the  date  of  this  Agreement,  there has not been: (i) any Material
Adverse  Effect  on  Miami Subs, (ii) any material change by Miami Subs in its
accounting  methods, principles or practices, except as required by concurrent
changes  in GAAP or regulations and rules of the SEC, or (iii) any revaluation
by  Miami  Subs of any of its assets having a Material Adverse Effect on Miami
Subs,  including,  without  limitation,  writing down the value of capitalized
software  or  inventory or writing off notes or accounts receivable other than
in  the  ordinary  course  of  business.
     2.9.     Taxes.  Except as set forth in the Miami Subs Schedules, Miami
Subs  and  each  of  its subsidiaries has filed all tax returns required to be
filed  by  any of them and has paid (or Miami Subs has paid on its behalf), or
has set up an adequate reserve for the payment of, all material Taxes required
to  be paid as shown on such returns, and the most recent financial statements
contained  in  the  Miami Subs SEC Reports reflect an adequate reserve for all
material  Taxes payable by Miami Subs and its subsidiaries accrued through the
date of such financial statements.  Except as reasonably would not be expected
to have a Material Adverse Effect on Miami Subs, no deficiencies for any Taxes
have  been  proposed,  asserted  or  assessed against Miami Subs or any of its
subsidiaries.    For  the  purpose  of  this Agreement, the term "Taxes" shall
include  all  Federal,  state,  local  and foreign income, profits, franchise,
gross receipts, payroll, sales, employment, use, property, withholding, excise
and other taxes, duties or assessments of any nature whatsoever, together with
all  interest,  penalties  and additions imposed with respect to such amounts.
     2.10.          Intellectual  Property.
          (a)        Miami Subs and its subsidiaries own, or have the right to
use,  sell  or  license  all  patents, trademarks, trade names, service marks,
copyrights, technology, know-how, trade secrets, computer software programs or
applications  and  tangible  proprietary  information  and  other intellectual
property  necessary or required for the conduct of their respective businesses
as  presently conducted (such intellectual property and the rights thereto are
collectively  referred  to herein as the "Miami Subs IP Rights"), except for
any  failure  to  own or have the right to use, sell or license that would not
have  a  Material  Adverse  Effect  on  Miami  Subs.
          (b)        The execution, delivery and performance of this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby  will  not
constitute a breach of any instrument or agreement governing any Miami Subs IP
Rights  (the  "Miami  Subs  IP  Rights  Agreements"),  will  not  cause  the
forfeiture or termination or give rise to a right of forfeiture or termination
of  any  Miami  Subs  IP  Rights  or  impair  the  right of Miami Subs and its
subsidiaries,  the  Surviving  Corporation or Nathan's to use, sell or license
any  Miami Subs IP Rights or portion thereof, except for the occurrence of any
such  breach, forfeiture, termination or impairment that would not result in a
Material  Adverse  Effect  on  Miami  Subs.
          (c)        (i)  neither the manufacture, marketing, license, sale or
intended use of any product currently licensed or sold or under development by
Miami  Subs  or  any  of  its  subsidiaries  violates any license or agreement
between Miami Subs or any of its subsidiaries and any third party or infringes
any  intellectual  property  right  of  any other party; and (ii)  there is no
pending  or,  to the knowledge of Miami Subs, threatened claim, arbitration or
litigation  contesting  the validity, ownership or right to use, sell, license
or  dispose  of  any  Miami  Subs  IP  Rights, nor has Miami Subs received any
written  notice  asserting  that any Miami Subs IP Rights or the proposed use,
sale,  license  or  disposition  thereof  conflicts  or will conflict with the
rights  of  any other party, except, with respect to clauses (i) and (ii), for
any  violations,  infringements,  claims  or  litigation that would not have a
Material  Adverse  Effect  on  Miami  Subs.
          (d)          Miami  Subs  has taken reasonable and practicable steps
designed to safeguard and maintain the secrecy and confidentiality of, and its
proprietary  rights  in,  all  Miami  Subs  IP  Rights.
     2.11.          Compliance;  Permits;  Restrictions.
          (a)          Neither  Miami  Subs  nor any of its subsidiaries is in
conflict  with,  or in default or violation of, (i) any law, rule, regulation,
order,  judgment or decree applicable to Miami Subs or any of its subsidiaries
or by which its or any of their respective properties is bound or affected, or
(ii) any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Miami Subs or any
of  its  subsidiaries  is  a  party  or  by  which  Miami  Subs  or any of its
subsidiaries  or  its  or  any  of  their  respective  properties  is bound or
affected,  except,  with  respect  to clauses (i) and (ii), for any conflicts,
defaults or violations which would not have a Material Adverse Effect on Miami
Subs.    Except  as set forth in the Miami Subs Schedules, to the knowledge of
Miami  Subs,  no investigation or review by any Governmental Entity is pending
or threatened against Miami Subs or its subsidiaries, nor has any Governmental
Entity  indicated  to Miami Subs an intention to conduct the same, other than,
in  each  such  case,  those  the  outcome  of which would not have a Material
Adverse  Effect  on  Miami  Subs.
          (b)      Miami Subs and its subsidiaries hold all permits, licenses,
variances,  exemptions,  orders and approvals from Governmental Entities which
are  material  to  the  operation  of  the  business  of  Miami  Subs  and its
subsidiaries  taken  as  a  whole (collectively, the "Miami Subs Permits"). 
Miami Subs and its subsidiaries are in compliance with the terms of Miami Subs
Permits,  except  where  the  failure  to  so comply would not have a Material
Adverse  Effect  on  Miami  Subs.
     2.12.     Litigation.  Except as set forth in the Miami Subs Schedules,
as of the date of this Agreement, there is no action, suit, proceeding, claim,
arbitration or, to Miami Subs's knowledge, any investigation pending, or as to
which  Miami  Subs  or  any  of  its  subsidiaries  has received any notice of
assertion  nor, to Miami Subs's knowledge, is there a threatened action, suit,
proceeding,  claim,  arbitration or investigation against Miami Subs or any of
its subsidiaries which  would have a Material Adverse Effect on Miami Subs, or
which in any manner challenges or seeks to prevent, enjoin, alter or delay any
of  the  transactions  contemplated  by  this  Agreement.
     2.13.     Brokers' and Finders' Fees.  Miami Subs has not incurred, nor
will it incur, directly or indirectly, any liability for brokerage or finders'
fees  or  agents'  commissions  or any similar charges in connection with this
Agreement  or  any  transaction  contemplated  hereby.
     2.14.          Employee  Benefit  Plans.  With respect to each material
employee  benefit  plan, program, arrangement and contract (including, without
limitation,  any  "employee  benefit  plan"  as defined in Section 3(3) of the
Employee  Retirement  Income  Security  Act  of  1974, as amended ("ERISA"))
maintained  or  contributed  to  by  Miami  Subs  or any trade or business (an
"ERISA  Affiliate") which is under common control with Miami Subs within the
meaning  of  Section 414 of the Internal Revenue Code of 1986, as amended (the
"Code")  (the "Miami Subs Employee Plans"), Miami Subs has made available to
Nathan's a true and complete copy of, to the extent applicable, (i) such Miami
Subs Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each
trust agreement related to such Miami Subs Employee Plan, (iv) the most recent
summary  plan  description  for each Miami Subs Employee Plan for which such a
description  is required, (v) the most recent actuarial report relating to any
Miami Subs Employee Plan subject to Title IV of ERISA and (vi) the most recent
United  States  Internal Revenue Service ("IRS") determination letter issued
with  respect  to  any  Miami  Subs  Employee  Plan.
     2.15.        Absence of Liens and Encumbrances.  Miami Subs and each of
its  subsidiaries  has  good  and  valid  title  to, or, in the case of leased
properties  and  assets,  valid  leasehold  interests  in, all of its material
tangible  properties  and  assets,  real,  personal  and  mixed,  used  in its
business,  free and clear of any Encumbrances except as reflected in the Miami
Subs  Financials  and  except  for liens for taxes not yet due and payable and
such  imperfections  of title and Encumbrances, if any, which would not have a
Material  Adverse  Effect  on  Miami  Subs.
     2.16.          Environmental  Matters.
          (a)       Hazardous Material.  Except as would not have a Material
Adverse  Effect  on  Miami Subs, no underground storage tanks and no amount of
any  substance  that  has  been  designated  by  any Governmental Entity or by
applicable  federal, state or local law to be radioactive, toxic, hazardous or
otherwise  a  danger  to  health  or  the  environment,  including,  without
limitation,  PCBs,  asbestos,  petroleum, urea-formaldehyde and all substances
listed  as  hazardous  substances  pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, or defined as a
hazardous  waste  pursuant  to  the  United  States  Resource Conservation and
Recovery  Act of 1976, as amended, and the regulations promulgated pursuant to
said  laws,  (a  "Hazardous  Material"), but excluding office and janitorial
supplies,  are present, as a result of the deliberate actions of Miami Subs or
any  of  its  subsidiaries,  or, to Miami Subs's knowledge, as a result of any
actions  of  any  third  party  or  otherwise,  in,  on or under any property,
including  the  land  and  the  improvements,  ground  water and surface water
thereof,  that  Miami  Subs  or any of its subsidiaries has at any time owned,
operated,  occupied  or  leased.
          (b)      Hazardous Materials Activities.  Except as would not have
a  Material  Adverse  Effect  on Miami Subs, neither Miami Subs nor any of its
subsidiaries  has  transported,  stored,  used,  manufactured,  disposed  of,
released  or  exposed  its  employees  or  others  to  Hazardous  Materials in
violation  of  any  law  in effect on or before the date hereof, nor has Miami
Subs  or  any  of  its  subsidiaries  disposed  of,  transported,  sold,  or
manufactured  any  product  containing  a  Hazardous  Material  (collectively
"Hazardous  Materials  Activities")  in  violation  of any rule, regulation,
treaty or statute promulgated by any Governmental Entity in effect prior to or
as  of the date hereof to prohibit, regulate or control Hazardous Materials or
any  Hazardous  Material  Activity.
          (c)       Permits.  Miami Subs and its subsidiaries currently hold
all  environmental  approvals, permits, licenses, clearances and consents (the
"Miami  Subs  Environmental  Permits")  necessary  for  the conduct of Miami
Subs's  and  its  subsidiaries'  Hazardous  Material  Activities  and  other
businesses  of  Miami  Subs  and  its  subsidiaries  as  such  activities  and
businesses  are currently being conducted, except where the failure to so hold
would  not  have  a  Material  Adverse  Effect  on  Miami  Subs.
          (d)          Environmental  Liabilities.    No  material  action,
proceeding,  revocation  proceeding,  amendment procedure, writ, injunction or
claim  is  pending  or,  to  Miami Subs's knowledge, threatened concerning any
Miami Subs Environmental Permit, Hazardous Material or any Hazardous Materials
Activity  of Miami Subs or any of its subsidiaries which would have a Material
Adverse  Effect  on  Miami  Subs.    Miami  Subs  is  not aware of any fact or
circumstance  which could involve Miami Subs or any of its subsidiaries in any
environmental  litigation or impose upon Miami Subs or any of its subsidiaries
any environmental liability that would have a Material Adverse Effect on Miami
Subs.
     2.17.          Labor  Matters.  To Miami Subs's knowledge, there are no
activities  or  proceedings  of  any  labor union to organize any employees of
Miami  Subs  or  any of its subsidiaries and there are no strikes, or material
slowdowns,  work  stoppages or lockouts, or threats thereof by or with respect
to any employees of Miami Subs or any of its subsidiaries.  Miami Subs and its
subsidiaries  are  and  have  been  in  compliance  with  all  applicable laws
regarding  employment practices, terms and conditions of employment, and wages
and  hours (including, without limitation, ERISA, WARN or any similar state or
local  law),  except  for  any  noncompliance  that  would not have a Material
Adverse  Effect  on  Miami  Subs.
     2.18.       Agreements, Contracts and Commitments.  Except as set forth
in the Miami Subs Schedules, neither Miami Subs nor any of its subsidiaries is
a  party  to  or  is  bound  by:
          (a)          any  collective  bargaining  agreements;
          (b)        any bonus, deferred compensation, incentive compensation,
pension,  profit-sharing  or  retirement  plans, or any other employee benefit
plans  or  arrangements;
          (c)          any  employment  or  consulting  agreement, contract or
commitment  with  any  officer  or  director level employee, not terminable by
Miami Subs or any of its subsidiaries on thirty days notice without liability,
except  to the extent general principles of wrongful termination law may limit
Miami  Subs's  or  any  of its subsidiaries' ability to terminate employees at
will;
          (d)        any agreement or plan, including, without limitation, any
stock  option  plan, stock appreciation right plan or stock purchase plan, any
of  the  benefits  of  which  will be increased, or the vesting of benefits of
which  will  be  accelerated,  by  the  occurrence  of any of the transactions
contemplated  by  this  Agreement or the value of any of the benefits of which
will  be  calculated  on  the basis of any of the transactions contemplated by
this  Agreement;
          (e)         any agreement of indemnification or guaranty not entered
into  in the ordinary course of business other than indemnification agreements
between Miami Subs or any of its subsidiaries and any of its present or former
officers  or  directors;
          (f)          any  agreement,  contract  or commitment containing any
covenant  limiting  the  freedom  of  Miami Subs or any of its subsidiaries to
engage  in  any  line  of  business  or  compete  with  any  person;
          (g)        any agreement, contract or commitment relating to capital
expenditures  and  involving  future obligations in excess of $100,000 and not
cancelable  without  penalty;
          (h)         any agreement, contract or commitment currently in force
relating  to  the  disposition  or  acquisition  of assets not in the ordinary
course  of business or any ownership interest in any corporation, partnership,
joint  venture  or  other  business  enterprise;
          (i)          any  mortgages, indentures, loans or credit agreements,
security  agreements  or  other  agreements  or  instruments  relating  to the
borrowing  of  money  or  extension  of  credit;
          (j)          any  joint  marketing  or  development  agreement;
          (k)         any distribution agreement (identifying any that contain
exclusivity  provisions);  or
          (l)      any other agreement, contract or commitment (excluding real
and  personal  property  leases) which involve payment by Miami Subs or any of
its  subsidiaries under any such agreement, contract or commitment of $100,000
or  more  in the aggregate and is not cancelable without penalty within thirty
(30)  days.
     Neither  Miami  Subs  nor  any  of  its subsidiaries, nor to Miami Subs's
knowledge  any  other party to any Miami Subs Contract (as defined below), has
breached, violated or defaulted under, or received notice that it has breached
violated or defaulted under, any of the material terms or conditions of any of
the  agreements, contracts or commitments to which Miami Subs is a party or by
which  it is bound of the type described in clauses (a) through (l) above (any
such  agreement,  contract or commitment, a "Miami Subs Contract") in such a
manner  as  would permit any other party to cancel or terminate any such Miami
Subs  Contract,  or  would  permit  any  other  party  to  seek damages, which
cancellation,  termination  or damages would have a Material Adverse Effect on
Miami  Subs.
     2.19.     Change of Control Payments.  There are no plans or agreements
pursuant  to which any amounts may become payable (whether currently or in the
future)  to  current or former officers or directors of Miami Subs as a result
of  or  in  connection  with  the  Merger.
     2.20.          Statements; Proxy Statement/Prospectus.  The information
supplied  or  to  be  supplied  by  Miami  Subs  in  writing  for inclusion or
incorporation  by  reference  in  the  Registration  Statement  (as defined in
Section 2.5(b)) shall not at the time the Registration Statement is filed with
the  SEC  and  at  the  time it or any amendment or supplement thereto becomes
effective under the Securities Act, contain any untrue statement of a material
fact  or  omit  to  state  any  material fact required to be stated therein or
necessary  in  order to make the statements therein not misleading in light of
the  circumstances under which they are made; and Nathan's shall have received
a  certificate,  signed  on  behalf  of  Miami Subs by the President and Chief
Financial  Officer of Miami Subs, to the effect that nothing has come to their
attention after due inquiry  to cause them to believe that such representation
and  warranty  is  not  true  and  correct.  The information supplied or to be
supplied  by Miami Subs in writing for inclusion or incorporation by reference
in the proxy statement/prospectus to be sent to the shareholders of Miami Subs
and  stockholders  of  Nathan's in connection with the meeting of Miami Subs's
shareholders  to  consider  the  approval  of  the  Merger  (the  "Miami Subs
Shareholders'  Meeting")  and  in  connection  with  the  meeting of Nathan's
stockholders  to  consider  the  approval  of  the  Merger  (the  "Nathan's
Stockholders'  Meeting")  (such  proxy  statement/prospectus  as  amended  or
supplemented  is  referred to herein as the "Proxy Statement") shall not, on
the  date the Proxy Statement is first mailed to Miami Subs's shareholders and
Nathan's  stockholders, or any amendment or supplement thereto, at the time of
the Miami Subs Shareholders' Meeting or the Nathan's Stockholders' Meeting and
at the Effective Time, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
are  made,  not  false  or  misleading;  or  omit  to  state any material fact
necessary  to  correct any statement in any earlier communication with respect
to the solicitation of proxies for the Miami Subs Shareholders' Meeting or the
Nathan's  Stockholders'  Meeting  which  has  become  false or misleading; and
Nathan's  shall have received a certificate, signed on behalf of Miami Subs by
the  President  and  Chief Financial Officer of Miami Subs, to the effect that
nothing  has  come  to  their  attention  after  due inquiry  to cause them to
believe  that such representation and warranty is not true and correct.    The
Proxy  Statement  will  comply  as  to  form in all material respects with the
provisions  of  the Exchange Act and the rules and regulations thereunder.  If
at  any  time prior to the Effective Time, any event relating to Miami Subs or
any  of  its  affiliates (other than Nathan's and its affiliates), officers or
directors  should  be discovered by Miami Subs which should be set forth in an
amendment  or  supplement to the Registration Statement or a supplement to the
Proxy  Statement,  Miami Subs shall promptly inform Nathan's.  Notwithstanding
the  foregoing, Miami Subs makes no representation or warranty with respect to
any  information  supplied by Nathan's or Merger Sub which is contained in any
of  the  foregoing  documents.
     2.21.     Board Approval.  The Board of Directors of Miami Subs has, as
of  the  date  of this Agreement, (i) adopted the Merger, and (ii) resolved to
recommend  that  the  shareholders  of  Miami  Subs  approve  the  Merger.
     2.22.      Minute Books.  The minute books of Miami Subs made available
to  counsel for Nathan's are the only minute books of Miami Subs and contain a
reasonably  accurate  summary,  in  all  material respects, of all meetings of
directors  (or  committees  thereof)  and  stockholders  or actions by written
consent  since  the  time  of  incorporation  of  Miami  Subs.
     2.23.       Political Contributions.  Neither Miami Subs nor any of its
subsidiaries  has,  directly or indirectly, (i) made any unlawful contribution
to  any  candidate  for  political  office,  or  failed  to disclose fully any
contribution  in  violation  of  law; or (ii) made any payment to any federal,
state  or  foreign  governmental  official,  or  any other person charged with
similar  public  or  quasi-public  duties,  other  than  payments  required or
permitted  by  the  laws  of  the  United  States  and  applicable  foreign
jurisdictions.
     2.24.     Disclosure.     None of the representations and warranties by
Miami Subs in this Agreement and no statement on the part of Miami Subs in the
Miami  Subs  Schedules  contains  or  will  contain  as  to  the  applicable
representation  and warranty any untrue statement of material fact or omits or
will  omit  to  state  any material fact necessary in order to make any of the
statements herein or therein, in light of the circumstances under which it was
made,  not  misleading.
                                 ARTICLE III
          REPRESENTATIONS AND WARRANTIES OF NATHAN'S AND MERGER SUB
     Nathan's  and  Merger Sub represent and warrant to Miami Subs, subject to
the  exceptions  specifically  disclosed  in  writing in the disclosure letter
supplied  by  Nathan's  to  Miami  Subs (the "Nathan's Schedules", which are
incorporated  herein by reference and made a part hereof as if fully set forth
herein  ),  as  follows:
     3.1.          Organization  of  Nathan's.    Nathan's  and  each of its
subsidiaries  is  a  corporation  duly organized, validly existing and in good
standing  under  the  laws  of  the jurisdiction of its incorporation, has the
requisite  corporate  power  and  authority  to  own,  lease  and  operate its
properties  and assets as and where the same are owned, operated or leased and
to  carry  on  its  business  as  now  being  conducted  and as proposed to be
conducted,  and  is duly qualified to do business and is in good standing as a
foreign  corporation  in  each  jurisdiction  in  which  the  failure to be so
qualified  would  have  a  Material  Adverse Effect on Nathan's.  Nathan's has
delivered  to  Miami  Subs  complete  and  correct  copies  of the Articles of
Incorporation  and  Bylaws of Nathan's, each as amended to and as in effect on
the  date  hereof  .
     3.2.       Nathan's Capital Structure.  The authorized capital stock of
Nathan's  consists  of  20,000,000  shares of Common Stock, par value $.01 per
share,  of  which  there  were  4,722,216  shares issued and outstanding as of
November  30,  1998.    The authorized capital stock of Merger Sub consists of
1,000  shares  of Common Stock, par value $.01 per share, 100 shares of which,
as  of  the date hereof, are issued and outstanding and are held by Nathan's. 
All  outstanding  shares  of the Common Stock of Nathan's are duly authorized,
validly  issued,  fully  paid  and  non-assessable  and  are  not  subject  to
preemptive  rights  created  by  statute,  the Certificate of Incorporation or
Bylaws  of  Nathan's or any agreement or document to which Nathan's is a party
or  by  which  it  is bound.  All of the shares of Nathan's Common Stock to be
issued  in  exchange for MSC Capital Stock at the Effective Time in accordance
with  this Agreement will be, when so issued, duly authorized, validly issued,
fully paid and nonassessable and free of preemptive rights.  All of the shares
of  Nathan's  Common  Stock to be issued upon conversion of the Warrants to be
granted  in  exchange for the MSC Capital Stock at the Effective Time will be,
when  so issued, duly authorized, validly issued, fully paid and nonassessable
and free of preemptive rights.  As of November 30, 1998, Nathan's had reserved
an  aggregate  of  1,225,000  shares  of  Common  Stock, net of exercises, for
issuance  to  employees,  consultants  and  non-employee directors pursuant to
Nathan's  1992  Stock  Option Plan, its Outside Director Stock Option Plan and
1998  Stock  Option  Plan (collectively, the "Nathan's Stock Option Plans"),
under  which  options  are outstanding for an aggregate 707,667 shares.  As of
November  30,  1998,  Nathan's  had reserved an aggregate of 350,000 shares of
Common  Stock,  net  of  exercises,  for issuance upon the exercise of 350,000
outstanding  common stock purchase warrants. All shares of the Common Stock of
Nathan's  subject  to  issuance  as  aforesaid, upon issuance on the terms and
conditions  specified  in the instruments pursuant to which they are issuable,
would  be  duly  authorized, validly issued, fully paid and nonassessable. The
Nathan's  Schedules list each outstanding option and warrant to acquire shares
of  Nathan's Common Stock at November 30, 1998, the name of the holder of such
option or warrant, the number of shares subject to such option or warrant, the
exercise  price  of  such  option or warrant, the number of shares as to which
such  option  or  warrant  will  have  vested  at  such  date  and whether the
exercisability of such option or warrant will be accelerated in any way by the
transactions  contemplated  by  this  Agreement  or  for any other reason, and
indicate  the  extent  of  acceleration,  if  any.
     3.3.          Subsidiaries.
          (a)     Except for the subsidiaries listed in the Nathan's Schedules
there  are  no  entities 10% of more of whose outstanding voting securities or
other  equity  interest  are owned, directly or indirectly through one or more
intermediaries,  by  Nathan's.    Each subsidiary of Nathan's is a corporation
duly  organized,  validly  existing and in good standing under the laws of the
jurisdiction  of  its  incorporation  (which  jurisdiction is indicated in the
Nathan's Schedules and has all requisite corporate power and authority to own,
operate  and  lease its properties and assets as and where the same are owned,
operated or leased by such subsidiary and to conduct its business as it is now
being  conducted.    Each subsidiary is in good standing and duly qualified or
licensed  as a foreign corporation to do business in each of the jurisdictions
in  which the location of the property and assets owned, operated or leased by
such  subsidiary    or the nature of the business conducted by such subsidiary
makes  such  qualification or licensing necessary, except where the failure to
be  so  qualified  or  licensed  would  not  have  a Material Adverse Effect. 
Nathan's  has  delivered  to Miami Subs complete and correct copies of each of
its  subsidiaries'  certificate  of  incorporation  and  bylaws  (or  similar
organizational  document),  in each case as amended to and as in effect on the
date  hereof.
          (b)          The Nathan's Schedules set forth the authorized capital
stock of each subsidiary of Nathan's, the number of outstanding shares of each
class  of  such  capital  stock  and  Nathan's (or in the case of subsidiaries
indirectly owned by Nathan's, a specified subsidiary's) ownership of each such
class.    Nathan's  or  such  subsidiary  has good and valid title to all such
shares  free  and clear of all Encumbrances.  All of the outstanding shares of
capital  stock  of  each subsidiary of Nathan's are validly issued, fully paid
and nonassessable, and there are no preemptive or similar rights in respect of
any  shares of capital stock of any subsidiary.  All of the outstanding shares
of each subsidiary of Nathan's were issued in compliance with all requirements
of  all  applicable federal and state securities laws.  Except as set forth in
the  Nathan's  Schedules, neither Nathan's nor any subsidiary owns any capital
stock  of  or  other  equity  interest  of  any  kind or nature in any person.
     3.4.          Obligations With Respect to Capital Stock.  Except as set
forth in Section 3.2, there are no equity securities of any class of Nathan's,
or  any  securities  exchangeable  or convertible into or exercisable for such
equity  securities,  issued, reserved for issuance or outstanding.  Except for
securities  Nathan's  owns,  directly  or  indirectly  through  one  or  more
subsidiaries, there are no equity securities of any class of any subsidiary of
Nathan's,  or any security exchangeable or convertible into or exercisable for
such  equity securities, issued, reserved for issuance or outstanding.  Except
as  set  forth in Section 3.2 and as contemplated by this Agreement, there are
no  options,  warrants, equity securities, calls, rights (including preemptive
rights),  commitments  or agreements of any character to which Nathan's or any
of  its subsidiaries is a party or by which it is bound obligating Nathan's or
any  of  its  subsidiaries  to  issue, deliver or sell, or cause to be issued,
delivered  or  sold,  or repurchase, redeem or otherwise acquire, or cause the
repurchase,  redemption  or  acquisition,  of  any  shares of capital stock of
Nathan's  or  any  of  its  subsidiaries  or obligating Nathan's or any of its
subsidiaries  to  grant,  extend,  accelerate the vesting of or enter into any
such  option, warrant, equity security, call, right, commitment or agreement. 
There  are  no registration rights and, to the knowledge of Nathan's there are
no  voting  trusts, proxies or other agreements or understandings with respect
to  any equity security of any class of Nathan's or with respect to any equity
security  of  any  class  of  any  of  its  subsidiaries.
     3.5.          Authority;  Enforceability;  Non Contravention; Consents.
          (a)      Each of Nathan's and Merger Sub has all requisite corporate
power  and  authority  to  enter  into  this  Agreement  and to consummate the
transactions contemplated hereby, subject to the approval of this Agreement by
the  stockholders  of  Nathan's.   Subject to such approval, the execution and
delivery  of  this  Agreement  and  the  consummation  of  the  transactions
contemplated  hereby  have  been  duly  authorized  by all necessary corporate
action  on  the part of Nathan's and this Agreement has been duly executed and
delivered  by  each  of  Nathan's  and  Merger  Sub  and,  assuming  the  due
authorization,  execution  and  delivery of this Agreement by Miami Subs, this
Agreement  constitutes  the  valid and binding obligations of each of Nathan's
and Merger Sub, enforceable against each of them in accordance with its terms,
except  as enforceability may be limited by bankruptcy, insolvency, moratorium
or  other  similar laws affecting or relating to the enforcement of creditors'
rights  generally  and subject to general principles of equity.  A vote of the
holders  of  at  least a majority of the outstanding shares of Nathan's Common
Stock  is  required  for Nathan's stockholders to approve the Merger.  Neither
the  execution, delivery and performance of this Agreement by each of Nathan's
and  Merger  Sub  nor  consummation  by each of Nathan's and Merger Sub of the
transactions  contemplated  hereby  will  (i)  conflict  with  or  violate the
Certificate  of  Incorporation  or  Bylaws  of  Nathan's  or  the  Articles of
Incorporation  or  Bylaws  of  Merger  Sub  or  the  equivalent organizational
documents  of  any  of  its  other subsidiaries, (ii) subject to obtaining the
approval of the Merger by Nathan's stockholders as contemplated in Section 5.2
and  compliance  with  the  requirements  set  forth  in Section 3.5(b) below,
conflict  with or violate any law, rule, regulation, order, judgment or decree
applicable to Nathan's or any of its subsidiaries (including Merger Sub) or by
which its or any of their respective properties is bound or affected, or (iii)
result  in any breach of or constitute a default (or an event that with notice
or  lapse  of  time  or both would become a default) under, or impair Nathan's
rights or alter the rights or obligations of any third party under, or give to
others  any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien or encumbrance on any of the properties or
assets  of Nathan's or any of its subsidiaries (including Merger Sub) pursuant
to,  any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit,  franchise  or other instrument or obligation to which Nathan's or any
of  its subsidiaries (including Merger Sub) is a party or by which Nathan's or
any  of  its  subsidiaries  (including  Merger  Sub)  or  its  or any of their
respective  properties  are bound or affected, except, with respect to clauses
(ii)  and  (iii),  for  any  such  conflicts,  violations,  defaults  or other
occurrences  that  would  not have a Material Adverse Effect on Nathan's.  The
Nathan's Schedules list all material consents, waivers and approvals under any
of  Nathan's  or  any  of its subsidiaries' agreements, contracts, licenses or
leases  required  to  be  obtained  in connection with the consummation of the
transactions  contemplated  hereby.
          (b)          No  consent,  approval,  order  or authorization of, or
registration,  declaration  or filing with any Governmental Entity is required
by  or with respect to Nathan's or Merger Sub in connection with the execution
and  delivery  of  this  Agreement  or  the  consummation  of the transactions
contemplated  hereby,  except for (i) the filing of the Registration Statement
with  the  SEC  in  accordance with the Securities Act, (ii) the filing of the
Articles of Merger with the Department of State of the State of Florida, (iii)
the filing of the Proxy Statement with the SEC in accordance with the Exchange
Act,  (iv)  the  filing of a Current Report on Form 8-K with the SEC,  (v) the
listing  of  the  Nathan's  Common Stock and Warrants (including the shares of
Nathan's Common Stock underlying the Warrants and Miami Subs Stock Options) on
the  Nasdaq  National  Market  System,  (vi) such consents, approvals, orders,
authorizations,  registrations,  declarations  and  filings as may be required
under  applicable  federal  and state laws and the laws of any foreign country
and  (vii)  such  other  consents,  authorizations,  filings,  approvals  and
registrations  which,  if  not  obtained  or  made,  would not have a Material
Adverse Effect on Nathan's or have a material adverse effect on the ability of
Nathan's  to  consummate  the  Merger.
     3.6.          SEC  Filings;  Nathan's  Financial  Statements.
          (a)     Nathan's has filed all forms, reports and documents required
to  be filed with the SEC since November 1996, and has made available to Miami
Subs  such  forms,  reports and documents in the form filed with the SEC.  All
such  required forms, reports and documents (including those that Nathan's may
file  subsequent  to the date hereof) are referred to herein as the "Nathan's
SEC  Reports."    As  of their respective dates, the Nathan's SEC Reports (i)
were prepared in accordance with the requirements of the Securities Act or the
Exchange  Act,  as  the  case may be, and the rules and regulations of the SEC
thereunder  applicable  to  such Nathan's SEC Reports, and (ii) did not at the
time  they  were filed (or if amended or superseded by a filing on or prior to
the  date  of  this  Agreement,  then  on the date of such filing) contain any
untrue  statement of a material fact or omit to state a material fact required
to  be stated therein or necessary in order to make the statements therein, in
the  light  of  the circumstances under which they were made, not misleading. 
None  of Nathan's subsidiaries is required to file any forms, reports or other
documents  with  the  SEC.
          (b)     Each of the consolidated financial statements (including, in
each  case,  any related notes thereto) contained in Nathan's SEC Reports (the
"Nathan's  Financials"),  including any Nathan's SEC Reports filed after the
date  hereof  until  the Closing Date, (x) complied as to form in all material
respects  with  the  published  rules  and regulations of the SEC with respect
thereto,  (y)  was  prepared  in accordance with generally accepted accounting
principles  ("GAAP")  applied  on  a consistent basis throughout the periods
involved  (except  as  specified  therein  or as may be indicated in the notes
thereto  or,  in the case of unaudited interim financial statements, as may be
permitted  by  the  SEC  on  Form  10-Q under the Exchange Act) and (z) fairly
presented  in  all  material  respects  the consolidated financial position of
Nathan's  and  its  subsidiaries  as  at  the respective dates thereof and the
consolidated  results  of  its  operations  and  cash  flows  for  the periods
indicated,  except that the unaudited interim financial statements were or are
subject  to  normal  and recurring year end  adjustments which were not or are
not  expected  to  be,  material  in  amount.  The  balance  sheet of Nathan's
contained  in  Nathan's  SEC  Reports  as of September 27, 1998 is hereinafter
referred  to  as  the  "Nathan's Balance Sheet."  Except as disclosed in the
Nathan's  Financials,  neither  Nathan's  nor  any of its subsidiaries has any
liabilities  (absolute, accrued, contingent or otherwise) of a nature required
to be disclosed on a balance sheet or in the related notes to the consolidated
financial  statements prepared in accordance with GAAP which are, individually
or  in  the  aggregate,  material  to  the  business, results of operations or
financial  condition of Nathan's and its subsidiaries taken as a whole, except
liabilities  (i)  provided for in the Nathan's Balance Sheet, or (ii) incurred
since  the  date  of  the  Nathan's  Balance  Sheet  in the ordinary course of
business  consistent  with  past  practices.
          (c)       Nathan's has heretofore furnished to Miami Subs a complete
and  correct  copy of any amendments or modifications, which have not yet been
filed  with  the  SEC  but  which  are  required  to  be filed, to agreements,
documents  or  other  instruments  which previously had been filed by Nathan's
with  the  SEC  pursuant  to  the  Securities  Act  or  the  Exchange  Act.
     3.7.       Absence of Certain Changes or Events.  Since the date of the
Nathan's Balance Sheet through the date of this Agreement, there has not been:
(i)  any  Material  Adverse  Effect  on  Nathan's, (ii) any material change by
Nathan's  in  its  accounting  methods,  principles  or  practices,  except as
required by concurrent changes in GAAP or rules and regulations of the SEC, or
(iii)  any  revaluation  by  Nathan's  of  any of its assets having a Material
Adverse  Effect  on  Nathan's, including, without limitation, writing down the
value  of  capitalized  software or inventory or writing off notes or accounts
receivable  other  than  in  the  ordinary  course  of  business.
     3.8.        Taxes.  Nathan's and each of its subsidiaries has filed all
tax  returns required to be filed by any of them and has paid (or Nathan's has
paid on its behalf), or has set up an adequate reserve for the payment of, all
material  Taxes  required  to  be  paid  as shown on such returns and the most
recent  financial  statements contained in the Nathan's SEC Reports reflect an
adequate  reserve  for  all  material  Taxes  payable  by  Nathan's  and  its
subsidiaries accrued through the date of such financial statements.  Except as
reasonably  would  not  be  expected  to  have  a  Material  Adverse Effect on
Nathan's,  no  deficiencies  for  any  Taxes  have  been proposed, asserted or
assessed  against  Nathan's  or  any  of  its  subsidiaries.
     3.9.          Intellectual  Property.
          (a)     Nathan's and its subsidiaries own, or have the right to use,
sell  or  license  all  patents,  trademarks,  trade  names,  service  marks,
copyrights, technology, know-how, trade secrets, computer software programs or
applications  and  tangible  proprietary  information  and other  intellectual
property  necessary or required for the conduct of their respective businesses
as  presently conducted (such intellectual property and the rights thereto are
collectively referred to herein as the "Nathan's IP Rights"), except for any
failure to own or have the right to use, sell or license that would not have a
Material  Adverse  Effect  on  Nathan's.
          (b)        The execution, delivery and performance of this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby  will  not
constitute  a  breach of any instrument or agreement governing any Nathan's IP
Rights  (the "Nathan's IP Rights Agreements"), will not cause the forfeiture
or  termination  or  give  rise to a right of forfeiture or termination of any
Nathan's  IP  Rights  or  impair the right of Nathan's and its subsidiaries to
use, sell or license any Nathan's IP Rights or portion thereof, except for the
occurrence  of  any  such  breach,  forfeiture, termination or impairment that
would  not  individually  or  in  the  aggregate, result in a Material Adverse
Effect  on  Nathan's.
          (c)         (i) neither the manufacture, marketing, license, sale or
intended use of any product currently licensed or sold or under development by
Nathan's  or any of its subsidiaries violates any license or agreement between
Nathan's  or  any  of  its  subsidiaries  and any third party or infringes any
intellectual  property  right of any other party; and (ii) there is no pending
or,  to the knowledge of Nathan's, threatened claim, arbitration or litigation
contesting  the  validity, ownership or right to use, sell, license or dispose
of  any  Nathan's  IP  Rights,  nor  has  Nathan's received any written notice
asserting  that  any  Nathan's IP Rights or the proposed use, sale, license or
disposition  thereof  conflicts  or will conflict with the rights of any other
party,  except,  with  respect  to  clauses  (i) and (ii), for any violations,
infringements,  claims  or  litigation  that would not have a Material Adverse
Effect  on  Nathan's.
          (d)     Nathan's has taken reasonable and practicable steps designed
to  safeguard  and  maintain  the  secrecy  and  confidentiality  of,  and its
proprietary  rights  in,  all  Nathan's  IP  Rights.
     3.10.          Compliance;  Permits;  Restrictions.
          (a)      Neither Nathan's nor any of its subsidiaries is in conflict
with,  or  in  default  or violation of, (i) any law, rule, regulation, order,
judgment  or  decree  applicable  to Nathan's or any of its subsidiaries or by
which  its or any of their respective properties is bound or affected, or (ii)
any  note,  bond,  mortgage,  indenture,  contract, agreement, lease, license,
permit,  franchise  or other instrument or obligation to which Nathan's or any
of its subsidiaries is a party or by which Nathan's or any of its subsidiaries
or  its  or  any  of their respective properties is bound or affected, except,
with  respect  to  clauses  (i)  and  (ii),  for  any  conflicts,  defaults or
violations which would not have a Material Adverse Effect on Nathan's.  To the
knowledge  of  Nathan's, no investigation or review by any Governmental Entity
is  pending  or  threatened  against Nathan's or its subsidiaries, nor has any
Governmental Entity indicated an intention to conduct the same, other than, in
each  such  case, those the outcome of which would not have a Material Adverse
Effect  on  Nathan's.
          (b)        Nathan's and its subsidiaries hold all permits, licenses,
variances,  exemptions,  orders and approvals from Governmental Entities which
are material to the operation of the business of Nathan's and its subsidiaries
taken  as  a whole (collectively, the "Nathan's Permits").  Nathan's and its
subsidiaries  are  in  compliance  with  the terms of Nathan's Permits, except
where  the  failure  to  so comply would not have a Material Adverse Effect on
Nathan's.
     3.11.        Litigation.  As of the date of this Agreement, there is no
action,  suit,  proceeding,  claim, arbitration or, to Nathan's knowledge, any
investigation  pending, or as to which Nathan's or any of its subsidiaries has
received  any  notice  of  assertion  nor,  to  Nathan's knowledge, is there a
threatened  action,  suit,  proceeding,  claim,  arbitration  or investigation
against  Nathan's  or  any  of  its  subsidiaries which  would have a Material
Adverse  Effect  on  Nathan's,  or  which in any manner challenges or seeks to
prevent,  enjoin,  alter or delay any of the transactions contemplated by this
Agreement.
     3.12.       Brokers' and Finders' Fees.  Nathan's has not incurred, nor
will it incur, directly or indirectly, any liability for brokerage or finders'
fees  or  agents'  commissions  or any similar charges in connection with this
Agreement  or  any  transaction  contemplated  hereby.
     3.13.         Employee Benefit Plans.  Nathan's has no employee benefit
plan,  program,  arrangement  or  contract (including, without limitation, any
"employee  benefit  plan"  as  defined in Section 3(3) of ERISA) maintained or
contributed  to  by  Nathan's  or  any trade or business which is under common
control  with  Nathan's  within  the  meaning  of  Section  414  of  the Code.
     3.14.      Absence of Liens and Encumbrances.  Nathan's and each of its
subsidiaries has good and valid title to, or, in the case of leased properties
and  assets,  valid  leasehold  interests  in,  all  of  its material tangible
properties  and  assets,  real, personal and mixed, used in its business, free
and  clear  of any Encumbrances except as reflected in the Nathan's Financials
and  except for liens for taxes not yet due and payable and such imperfections
of  title  and  Encumbrances,  if any, which would not have a Material Adverse
Effect  on  Nathan's.
     3.15.          Environmental  Matters.
          (a)       Hazardous Material.  Except as would not have a Material
Adverse  Effect  on  Nathan's,  no  underground storage tanks and no Hazardous
Materials  (but  excluding  office  and  janitorial supplies) are present as a
result  of  the deliberate actions of Nathan's or any of its subsidiaries, or,
to  Nathan's  knowledge,  as  a  result  of  any actions of any third party or
otherwise,  in,  on  or  under  any  property,  including  the  land  and  the
improvements,  ground water and surface water thereof, that Nathan's or any of
its  subsidiaries  has  at  any  time  owned,  operated,  occupied  or leased.
          (b)      Hazardous Materials Activities.  Except as would not have
a  Material  Adverse  Effect  on  Nathan's,  neither  Nathan's  nor any of its
subsidiaries  has  transported,  stored,  used,  manufactured,  disposed  of,
released  or  exposed  its  employees  or  others  to  Hazardous  Materials in
violation of any law in effect on or before the Closing Date, nor has Nathan's
or  any  of  its subsidiaries engaged in any Hazardous Materials Activities in
violation  of  any  rule,  regulation,  treaty  or  statute promulgated by any
Governmental  Entity  in effect prior to or as of the date hereof to prohibit,
regulate  or  control  Hazardous Materials or any Hazardous Material Activity.
          (c)     Permits.  Nathan's and its subsidiaries currently hold all
environmental  approvals,  permits,  licenses,  clearances  and  consents (the
"Nathan's  Environmental Permits") necessary for the conduct of Nathan's and
its  subsidiaries'  Hazardous  Material  Activities  and  other  businesses of
Nathan's  and its subsidiaries as such activities and businesses are currently
being conducted, except where the failure to so hold would not have a Material
Adverse  Effect  on  Nathan's.
          (d)          Environmental  Liabilities.    No  material  action,
proceeding,  revocation  proceeding,  amendment procedure, writ, injunction or
claim is pending, or to Nathan's knowledge, threatened concerning any Nathan's
Environmental  Permit,  Hazardous Material or any Hazardous Materials Activity
of  Nathan's  or  any  of its subsidiaries which would have a Material Adverse
Effect  on  Nathan's.  Nathan's is not aware of any fact or circumstance which
could  involve  Nathan's  or  any  of  its  subsidiaries  in any environmental
litigation  or  impose  upon  Nathan's  or  any  of  its  subsidiaries  any
environmental liability that would have a Material Adverse Effect on Nathan's.
     3.16.          Labor  Matters.    To  Nathan's  knowledge, there are no
activities  or  proceedings  of  any  labor union to organize any employees of
Nathan's  or  any  of  its  subsidiaries and there are no strikes, or material
slowdowns,  work  stoppages or lockouts, or threats thereof by or with respect
to  any  employees  of  Nathan's or any of its subsidiaries.  Nathan's and its
subsidiaries  are  and  have  been  in  compliance  with  all  applicable laws
regarding  employment practices, terms and conditions of employment, and wages
and  hours (including, without limitation, ERISA, WARN or any similar state or
local  law),  except  for  any  noncompliance  that  would not have a Material
Adverse  Effect  on  Nathan's.
     3.17.       Agreements, Contracts and Commitments.  Except as set forth
in  the  Nathan's Schedules, neither Nathan's nor any of its subsidiaries is a
party  to  or  is  bound  by:
          (a)          any  collective  bargaining  agreements;
          (b)        any bonus, deferred compensation, incentive compensation,
pension,  profit-sharing  or  retirement  plans, or any other employee benefit
plans  or  arrangements;
          (c)          any  employment  or  consulting  agreement, contract or
commitment  with  any  officer  or  director level employee, not terminable by
Nathan's  or  any of its subsidiaries on thirty days notice without liability,
except  to the extent general principles of wrongful termination law may limit
Nathan's  or  any of its subsidiaries' ability to terminate employees at will;
          (d)        any agreement or plan, including, without limitation, any
stock  option  plan, stock appreciation right plan or stock purchase plan, any
of  the  benefits  of  which  will be increased, or the vesting of benefits of
which  will  be  accelerated,  by  the  occurrence  of any of the transactions
contemplated  by  this  Agreement or the value of any of the benefits of which
will  be  calculated  on  the basis of any of the transactions contemplated by
this  Agreement;
          (e)         any agreement of indemnification or guaranty not entered
into  in the ordinary course of business other than indemnification agreements
between  Nathan's  or  any  of  its  subsidiaries  and  any of its officers or
directors;
          (f)          any  agreement,  contract  or commitment containing any
covenant limiting the freedom of Nathan's or any of its subsidiaries to engage
in  any  line  of  business  or  compete  with  any  person;
          (g)        any agreement, contract or commitment relating to capital
expenditures  and  involving  future obligations in excess of $100,000 and not
cancelable  without  penalty;
          (h)         any agreement, contract or commitment currently in force
relating  to  the  disposition  or  acquisition  of assets not in the ordinary
course  of business or any ownership interest in any corporation, partnership,
joint  venture  or  other  business  enterprise;

          (i)          any  mortgages, indentures, loans or credit agreements,
security  agreements  or  other  agreements  or  instruments  relating  to the
borrowing  of  money  or  extension  of  credit;
          (j)          any  joint  marketing  or  development  agreement;
          (k)         any distribution agreement (identifying any that contain
exclusivity  provisions);  or
          (l)      any other agreement, contract or commitment (excluding real
and personal property leases) which involves payment by Nathan's or any of its
subsidiaries  under  any such agreement, contract or commitment of $100,000 or
more in the aggregate and is not cancelable without penalty within thirty (30)
days.
     Neither  Nathan's  nor any of its subsidiaries, nor to Nathan's knowledge
any  other  party  to  any Nathan's Contract (as defined below), has breached,
violated  or defaulted under, or received notice that it has breached violated
or  defaulted  under,  any  of  the material terms or conditions of any of the
agreements,  contracts or commitments to which Nathan's is a party or by which
it  is  bound of the type described in clauses (a) through (l) above (any such
agreement,  contract  or commitment, a "Nathan's Contract") in such a manner
as  would  permit  any  other  party  to cancel or terminate any such Nathan's
Contract,  or would permit any other party to seek damages, which would have a
Material  Adverse  Effect  on  Nathan's.
     3.18.     Change of Control Payments.  There are no plans or agreements
pursuant  to  which any material amounts may become payable (whether currently
or  in the future) to current or former officers or directors of Nathan's as a
result  of  or  in  connection  with  the  Merger.
     3.19.          Statements; Proxy Statement/Prospectus.  The information
supplied  or  to  be  supplied  by  Nathan's  in  writing  for  inclusion  or
incorporation  by  reference  in  the  Registration  Statement  (as defined in
Section 2.5(b)) shall not at the time the Registration Statement is filed with
the  SEC  and  at  the  time it or any amendment or supplement thereto becomes
effective under the Securities Act, contain any untrue statement of a material
fact  or  omit  to  state  any  material fact required to be stated therein or
necessary  in  order to make the statements therein not misleading in light of
the  circumstances  under  which  they  are  made;  and  Miami Subs shall have
received  a  certificate,  signed  on  behalf of Nathan's by the President and
Chief  Financial  Officer  of Nathan's, to the effect that nothing has come to
their  attention  after  due  inquiry    to  cause  them  to believe that such
representation and warranty is not true and correct.  The information supplied
or  to  be  supplied  by Nathan's in writing for inclusion or incorporation by
reference  in  the  Proxy Statement to be sent to the stockholders of Nathan's
and  the  shareholders  of  Miami  Subs  in  connection  with  the  Nathan's
Stockholders'  Meeting  and Miami Subs Shareholders' Meeting shall not, on the
date  the  Proxy  Statement is first mailed to Nathan's stockholders and Miami
Subs's  shareholders,  or  any amendment or supplement thereto, at the time of
the Miami Subs Shareholders' Meeting or the Nathan's Stockholders' Meeting and
at the Effective Time, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
are  made,  not  false  or  misleading;  or  omit  to  state any material fact
necessary  to  correct any statement in any earlier communication with respect
to  the  solicitation of proxies for the Nathan's Stockholders' Meeting or the
Miami  Subs  Shareholders'  Meeting  which has become false or misleading; and
Miami  Subs shall have received a certificate, signed on behalf of Nathan's by
the  President  and  Chief  Financial  Officer of Nathan's, to the effect that
nothing  has  come  to  their  attention  after  due inquiry  to cause them to
believe  that  such  representation and warranty is not true and correct.  The
Proxy  Statement  will  comply  as  to  form in all material respects with the
provisions  of  the Exchange Act and the rules and regulations thereunder.  If
at any time prior to the Effective Time, any event relating to Nathan's or any
of  its  affiliates  (other  than Miami Subs), officers or directors should be
discovered by Nathan's which should be set forth in an amendment or supplement
to the Registration Statement or a supplement to the Proxy Statement, Nathan's
shall  promptly  inform  Miami  Subs.  Notwithstanding the foregoing, Nathan's
makes  no  representation or warranty with respect to any information supplied
by  Miami  Subs  which  is  contained  in  any  of  the  foregoing  documents.
     3.20.       Board Approval.  The Board of Directors of Nathan's has, as
of  the  date  of this Agreement, (i) adopted the Merger, and (ii) resolved to
recommend  that  the  stockholders  of  Nathan's  approve  the  Merger.
     3.21.     Minute Books.  The minute books of Nathan's made available to
counsel  for  Miami  Subs  are the only minute books of Nathan's and contain a
reasonably  accurate  summary,  in  all  material respects, of all meetings of
directors  (or  committees  thereof)  and  stockholders  or actions by written
consent  since  the  time  of  incorporation  of  Nathan's.
     3.22.         Political Contributions.  Neither Nathan's nor any of its
subsidiaries  has,  directly or indirectly, (i) made any unlawful contribution
to  any  candidate  for  political  office,  or  failed  to disclose fully any
contribution  in  violation  of  law; or (ii) made any payment to any federal,
state  or  foreign  governmental  official,  or  any other person charged with
similar  public  or  quasi-public  duties,  other  than  payments  required or
permitted  by  the  laws  of  the  United  States  and  applicable  foreign
jurisdictions.
     3.23.        Disclosure.  None of the representations and warranties by
Nathan's  or  Merger  Sub  in  this  Agreement and no statement on the part of
Nathan's  or  Merger Sub in the Nathan's Schedules contains or will contain as
to the applicable representation and warranty any untrue statement of material
fact  or  omits  or will omit to state any material fact necessary in order to
make  any  of  the statements herein or therein, in light of the circumstances
under  which  it  was  made,  not  misleading.
                                  ARTICLE IV
                     CONDUCT PRIOR TO THE EFFECTIVE TIME
     4.1.      Conduct of Business.  During the period from the date of this
Agreement  and  continuing  until  the  earlier  of  the  termination  of this
Agreement  pursuant  to its terms or the Effective Time, Miami Subs (which for
the  purposes  of  this  Article  4  shall  include Miami Subs and each of its
subsidiaries)  and  Nathan's  (which  for the purposes of this Article 4 shall
include  Nathan's  and  each  of its subsidiaries) agree, except to the extent
that  the  other  party  shall  otherwise  consent in writing, to carry on its
business  diligently  and  in  accordance with good commercial practice and to
carry  on  its  business  in  the  usual,  regular  and  ordinary  course,  in
substantially  the  same  manner as heretofore conducted, to pay its debts and
taxes when due subject to good faith disputes over such debts or taxes, to pay
or  perform  other  material  obligations  when  due, and use its commercially
reasonable  efforts  consistent  with  past practices and policies to preserve
intact  its  present business organization, keep available the services of its
present  officers and employees and preserve its relationships with customers,
suppliers,  distributors,  licensors,  licensees, and others with which it has
business  dealings.  In furtherance of the foregoing and subject to applicable
law,  Miami  Subs  and  Nathan's  agree to confer, as promptly as practicable,
prior  to  taking  any  material  actions  or  making  any material management
decisions with respect to the conduct of business.  In addition, except in the
case of Miami Subs as provided in Article 4 of the Miami Subs Schedules and in
the  case  of  Nathan's  as  provided  in Article 4 of the Nathan's Schedules,
without  the  prior  written  consent  of  the  other,  neither Miami Subs nor
Nathan's  shall  do  any of the following, and neither Miami Subs nor Nathan's
shall  permit  its  subsidiaries  to  do  any  of  the  following:
          (a)          Waive any stock repurchase rights, accelerate, amend or
change the period of exercisability of options or restricted stock, or reprice
options  granted  under  any  employee,  consultant or director stock plans or
authorize  cash payments in exchange for any options granted under any of such
plans;
          (b)          Enter into any material partnership arrangements, joint
development  agreements  or  strategic  alliances;
          (c)         Grant any severance or termination pay to any officer or
employee  except  payments  in  amounts  consistent  with  policies  and  past
practices or pursuant to written agreements outstanding, or policies existing,
on  the  date  hereof  and as previously disclosed in writing to the other, or
adopt  any  new  severance  plan;
          (d)         Transfer or license to any person or entity or otherwise
extend,  amend  or modify in any material respect any rights to the Miami Subs
IP  Rights  or  the  Nathan's IP Rights, as the case may be, other than in the
ordinary  course  of  business;
          (e)          Declare  or  pay  any  dividends  on  or make any other
distributions  (whether  in cash, stock or property) in respect of any capital
stock  or split, combine or reclassify any capital stock or issue or authorize
the  issuance  of  any  other  securities  in  respect  of,  in  lieu of or in
substitution  for  any  capital  stock;
          (f)     Repurchase or otherwise acquire, directly or indirectly, any
shares  of  capital  stock except pursuant to rights of repurchase of any such
shares  under  any  employee,  consultant  or  director  stock  plan;
          (g)         Issue, deliver, sell, authorize or propose the issuance,
delivery or sale of, any shares of capital stock or any securities convertible
into shares of capital stock, or subscriptions, rights, warrants or options to
acquire  and shares of capital stock or any securities convertible into shares
of  capital  stock,  or  enter  into  other  agreements  or commitments of any
character  obligating  it  to issue any such shares or convertible securities,
other  than (i) the issuance of shares of Nathan's Common Stock or MSC Capital
Stock,  as  the  case  may  be,  pursuant  to the exercise of stock options or
warrants  therefor  outstanding as of the date of this Agreement, (ii) options
to  purchase shares of MSC Capital Stock or Nathan's Common Stock, as the case
may be, to be granted at fair market value in the ordinary course of business,
consistent  with  past  practice  and in accordance with existing stock option
plans, (iii) shares of MSC Capital Stock or Nathan's Common Stock, as the case
may  be, issuable upon the exercise of the options referred to in clause (ii),
and  (iv)  shares  of Nathan's Common Stock and Warrants pursuant to the terms
hereof;
          (h)          Cause,  permit or propose any amendments to any charter
document  or  Bylaw  (or  similar  governing instruments of any subsidiaries),
except  to  increase  the  size of the Board of Directors of Nathan's to seven
directors;
          (i)          Except  as set forth on the Miami Subs Schedules or the
Nathan's Schedules, as the case may be, acquire or agree to acquire by merging
or  consolidating  with, or by purchasing any equity interest in or a material
portion  of  the  assets  of,  or  by  any  other  manner, any business or any
corporation,  partnership interest, association or other business organization
or division thereof, or otherwise acquire or agree to acquire any assets which
are  material, individually or in the aggregate, to the business of Miami Subs
or  Nathan's,  as the case may be, or enter into any joint ventures, strategic
partnerships  or  alliances,  other  than  in  the ordinary course of business
consistent  with  past  practice; provided that Nathan's may enter into such a
transaction  if  (i)  Nathan's  is a surviving entity in such a transaction or
(ii)  if  Nathan's  is  not  the  surviving  entity,  such  surviving  entity
specifically  assumes  the  obligations  of  Nathan's  hereunder;
          (j)       Sell, lease, license, Encumber or otherwise dispose of any
properties  or assets which are material, individually or in the aggregate, to
the  business  of  Miami  Subs  or  Nathan's,  as  the  case  may  be;
          (k)          Incur  any  indebtedness for borrowed money (other than
ordinary  course  trade  payables or pursuant to existing credit facilities in
the  ordinary  course of business) or guarantee any such indebtedness or issue
or  sell  any debt securities or warrants or rights to acquire debt securities
of  Miami  Subs  or  Nathan's,  as  the  case  may  be,  or guarantee any debt
securities of others (other than by Miami Subs on behalf of its franchisees in
connection  with  the  Arthur  Treacher's/Miami  Subs  Development  Project);
          (l)         Adopt or amend any employee benefit or stock purchase or
option  plan,  or enter into any employment contract, pay any special bonus or
special  remuneration to any director or employee, or increase the salaries or
wage  rates  of its officers or employees other than in the ordinary course of
business,  consistent  with  past  practice;
          (m)     Pay, discharge or satisfy any claim, liability or obligation
(absolute,  accrued,  asserted  or unasserted, contingent or otherwise), other
than  the  payment,  discharge  or  satisfaction  in  the  ordinary  course of
business;
          (n)        Make any grant of exclusive rights to any third party; or
          (o)         Agree in writing or otherwise to take any of the actions
described  in  Article  4  (a)  through  (n)  above.

                                  ARTICLE V
                            ADDITIONAL AGREEMENTS
     5.1.          Proxy  Statement/Prospectus; Registration Statement; Other
Filings.    As promptly as practicable after the execution of this Agreement,
Miami Subs and Nathan's will prepare and file with the SEC the Proxy Statement
and  Nathan's will prepare and file with the SEC the Registration Statement in
which  the  Proxy  Statement  will be included as a prospectus.  Each of Miami
Subs  and  Nathan's will respond to any comments of the SEC, will use its best
efforts  to  have  the  Registration  Statement  declared  effective under the
Securities Act as promptly as practicable after such filing and will cause the
Proxy  Statement  to  be  mailed  to  its  shareholders  and  stockholders,
respectively  at  the  earliest  practicable time.  As promptly as practicable
after  the  date  of  this Agreement, Miami Subs and Nathan's will prepare and
file  any other filings required under the Exchange Act, the Securities Act or
any  other  Federal,  foreign or state securities or blue sky laws relating to
the  Merger  and  the  transactions contemplated by this Agreement (the "Other
Filings").    Each party will notify the other party promptly upon the receipt
of any comments from the SEC or its staff and of any request by the SEC or its
staff  or  any other government officials for amendments or supplements to the
Registration  Statement,  the  Proxy  Statement  or  any  Other  Filing or for
additional  information  and  will  supply  the other party with copies of all
correspondence  between  such  party or any of its representatives, on the one
hand,  and  the  SEC,  or  its staff or any other government officials, on the
other  hand,  with respect to the Registration Statement, the Proxy Statement,
the  Merger  or  any  Other  Filing.    The  Proxy Statement, the Registration
Statement  and the Other Filings will comply in all material respects with all
applicable  requirements  of  law  and  the  rules and regulations promulgated
thereunder.  Whenever any event occurs which is required to be set forth in an
amendment  or supplement to the Proxy Statement, the Registration Statement or
any  Other  Filing,  Miami Subs or Nathan's, as the case may be, will promptly
inform the other party of such occurrence and cooperate in filing with the SEC
or its staff or any other government officials, and/or mailing to shareholders
of Miami Subs and stockholders of Nathan's, such amendment or supplement.  The
Proxy  Statement  will  also  include  the recommendations of (i) the Board of
Directors  of  Miami  Subs  in  favor of approval of the Merger (except to the
extent  permitted  by Section 5.4) and (ii) the Board of Directors of Nathan's
in  favor  of the approval of this Agreement (except that the respective Board
of  Directors  of Nathan's and Miami Subs may withdraw, modify or refrain from
making such recommendations to the extent that the respective Board determines
in  good faith after consultation with outside legal counsel that such Board's
fiduciary  duties  under  applicable  law  require  it  to  do  so).
     5.2.         Meetings of Stockholders.  Promptly after the date hereof,
Miami  Subs will take all action necessary in accordance with the FBCA and its
Articles  of  Incorporation and Bylaws to convene the Miami Subs Shareholders'
Meeting to be held as promptly as practicable, and in any event within 45 days
after  the declaration of effectiveness of the Registration Statement, for the
purpose  of voting upon the Merger.  Miami Subs will consult with Nathan's and
use  its  commercially reasonable efforts to hold the Miami Subs Shareholders'
Meeting  no  more  than  one  business day prior to the Nathan's Stockholders'
Meeting.    Promptly  after  the  date  hereof,  Nathan's will take all action
necessary in accordance with Delaware Law and its Certificate of Incorporation
and  Bylaws  to  convene  the  Nathan's  Stockholders'  Meeting  to be held as
promptly as practicable, and in any event within 45 days after the declaration
of effectiveness of the Registration Statement, for the purpose of voting upon
the  Merger.    Nathan's  will  consult  with  Miami  Subs  and  will  use its
commercially  reasonable efforts to hold the Nathan's Stockholders' Meeting no
more  than  one  business  day  following  the  date  on  which the Miami Subs
Shareholders'  Meeting is convened.  Nathan's and Miami Subs will each use its
commercially  reasonable  efforts  to  solicit  from  its  stockholders  and
shareholders,  respectively,  proxies in favor of such approvals and will take
all other action necessary or advisable to secure the vote or consent of their
stockholders  and shareholders, respectively, required by Delaware Law and the
FBCA,  respectively,  to obtain such approvals (except to the extent permitted
by  Section  5.4).
     5.3.          Access  to Information; Confidentiality.  Each party will
afford  the other party and its accountants, counsel and other representatives
reasonable  access  during  normal  business  hours  to the properties, books,
records  and  personnel  of  the other party (and its subsidiaries) during the
period  prior  to  the Effective Time to obtain all information concerning the
business,  including  the  status  of product development efforts, properties,
results  of  operations and personnel of such party (and its subsidiaries), as
the  other party may reasonably request.  No information or knowledge obtained
in  any investigation pursuant to this Section 5.3 will affect or be deemed to
modify  any  representation  or warranty contained herein or the conditions to
the  obligations  of  the  parties  to  consummate  the  Merger.
     5.4.          No  Solicitation  by  Miami  Subs.
          (a)      From and after the date of this Agreement until the earlier
of  the Effective Time or termination of this Agreement pursuant to its terms,
Miami  Subs  and its subsidiaries will not, and will instruct their respective
directors,  officers,  employees,  representatives, investment bankers, agents
and  affiliates  not  to,  directly  or  indirectly,  (i) solicit or knowingly
encourage  submission  of,  any  proposals  or offers by any person, entity or
group (other than Nathan's and its affiliates, agents and representatives), or
(ii)  participate  in  any  discussions  or negotiations with, or disclose any
non-public information concerning Miami Subs or any of its subsidiaries to, or
afford  any access to the properties, books or records of Miami Subs or any of
its  subsidiaries  to,  or  otherwise  assist or facilitate, or enter into any
agreement  or  understanding  with,  any  person,  entity or group (other than
Nathan's  and  its affiliates, agents and representatives), in connection with
any Acquisition Proposal with respect to Miami Subs.  For the purposes of this
Agreement,  an  "Acquisition  Proposal"  with respect to an entity means any
proposal  or  offer  relating  to  (i)  any  merger,  consolidation,  sale  of
substantial  assets  or  similar  transactions  involving  the  entity  or any
subsidiaries  of  the  entity  (other than sales of assets or inventory in the
ordinary  course  of business or permitted under the terms of this Agreement),
(ii)  sale  of  5%  or  more of the outstanding shares of capital stock of the
entity  (including  without limitation by way of a tender offer or an exchange
offer), (iii) the acquisition by any person of beneficial ownership or a right
to  acquire  beneficial  ownership  of,  or  the  formation of any "group" (as
defined  under Section 13(d) of the Exchange Act and the rules and regulations
thereunder)  which  beneficially  owns, or has the right to acquire beneficial
ownership  of,  5%  or more of the then outstanding shares of capital stock of
the  entity  (except  for acquisitions for passive investment purposes only in
circumstances where the person or group qualifies for and files a Schedule 13G
with  respect thereto); or (iv) any public announcement of a proposal, plan or
intention  to do any of the foregoing or any agreement to engage in any of the
foregoing.  Miami Subs will immediately cease any and all existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to  any  of the foregoing.  Miami Subs will (i) notify Nathan's as promptly as
practicable if any inquiry or proposal is made or any information or access is
requested  in  writing in connection with an Acquisition Proposal or potential
Acquisition  Proposal  and  (ii) as promptly as practicable notify Nathan's of
the  significant  terms  and  conditions of any such Acquisition Proposal.  In
addition, subject to the provisions of Section 5.4(b), from and after the date
of  this  Agreement until the earlier of the Effective Time and termination of
this  Agreement  pursuant  to  its terms, Miami Subs and its subsidiaries will
not,  and  will  instruct  their  respective  directors,  officers, employees,
representatives, investment bankers, agents and affiliates not to, directly or
indirectly,    make  or  authorize  any  public  statement,  recommendation or
solicitation in support of any Acquisition Proposal made by any person, entity
or  group  (other  than  Nathan's); provided, however, that nothing herein
shall  prohibit  Miami Subs's Board of Directors from taking and disclosing to
Miami  Subs's  shareholders a position with respect to a tender offer pursuant
to  Rules  14d-9  and  14e-2  promulgated  under  the  Exchange  Act.
          (b)        Notwithstanding the provisions of paragraph (a)(i) above,
prior  to  the approval of this Agreement by the shareholders of Miami Subs at
the  Miami Subs Shareholders' Meeting, Miami Subs may, to the extent the Board
of  Directors of Miami Subs determines, in good faith, after consultation with
outside  legal counsel, that the Board's fiduciary duties under applicable law
require  it  to  do  so, participate in discussions or negotiations with, and,
subject  to  the  requirements of paragraph (c), below, furnish information to
any  person,  entity or group after such person, entity or group has delivered
to  Miami Subs in writing, an unsolicited bona fide Acquisition Proposal which
the  Board  of  Directors  of Miami Subs in its good faith reasonable judgment
determines,  after consultation with its independent financial advisors, would
result  in a transaction more favorable to the shareholders of Miami Subs from
a  financial  point  of  view  than the Merger and for which financing, to the
extent  required,  is  then  committed  or which, in the good faith reasonable
judgment  of  the  Board  of Directors of Miami Subs (based upon the advice of
independent  financial  advisors),  is reasonably capable of being financed by
such  person, entity or group and which is likely to be consummated (a "Miami
Subs  Superior  Proposal").  In  addition,  notwithstanding the provisions of
paragraph  (a)(i)  above,  in connection with a possible Acquisition Proposal,
Miami  Subs may refer any third party to this Section 5.4(b) or make a copy of
this  Section  5.4(b)  available  to  a  third party.  In the event Miami Subs
receives  a  Miami Subs Superior Proposal, nothing contained in this Agreement
(but subject to the terms hereof) will prevent the Board of Directors of Miami
Subs  from  approving  such  Miami Subs Superior Proposal or recommending such
Miami  Subs  Superior  Proposal  to  Miami  Subs's  shareholders, if the Board
determines  that  such  action  is  required  by  its  fiduciary  duties under
applicable  law;  in  such  case,  the  Board  of  Directors of Miami Subs may
withdraw,  modify  or  refrain  from  making its recommendation concerning the
approval  of  the  Merger;  provided,  however,  that Miami Subs shall not
accept  or  recommend  to  its  shareholders,  or  enter  into  any  agreement
concerning,  a  Miami  Subs Superior Proposal for a period of not less than 48
hours  after  Nathan's receipt of a copy of such Miami Subs Superior Proposal 
(or  a  description of the significant terms and conditions thereof, if not in
writing)  unless the Board of Directors of Miami Subs determines in good faith
after  consultation  with  outside  legal  counsel  that the Board's fiduciary
duties  under  applicable  law  require  it  to  do  so  sooner.
          (c)       Notwithstanding anything to the contrary in paragraph (b),
Miami  Subs  will  not  provide  any  non-public  information to a third party
unless:  (x)  Miami  Subs  provides  such non-public information pursuant to a
nondisclosure  agreement  with  terms regarding the protection of confidential
information;  and  (y)  such  non-public  information  is the same information
previously  delivered  to  Nathan's.
     5.5.      Public Disclosure.  Nathan's and Miami Subs will consult with
each  other  before  issuing  any press release or otherwise making any public
statement  with  respect  to  the  Merger,  this  Agreement  or an Acquisition
Proposal  and  will  not  issue any such press release or make any such public
statement  prior to such consultation, except as may be required by law or any
listing  agreement  with  a  national  securities  exchange,    the  Nasdaq or
automated  quotation  system.
     5.6.        Legal Requirements.  Each of Nathan's, Merger Sub and Miami
Subs  will  take  all  reasonable  actions  necessary  or  desirable to comply
promptly with all legal requirements which may be imposed on them with respect
to  the  consummation  of  the  transactions  contemplated  by  this Agreement
(including furnishing all information required in connection with approvals of
or  filings  with  any  Governmental  Entity,  and  prompt  resolution  of any
litigation  prompted  hereby  in  a  manner mutually acceptable to the parties
hereto)  and will promptly cooperate with and furnish information to any party
hereto  necessary in connection with any such requirements imposed upon any of
them  or  their respective subsidiaries in connection with the consummation of
the  transactions  contemplated  by  this  Agreement.    Nathan's will use its
commercially  reasonable  efforts  to  take  such steps as may be necessary to
comply  with  the  securities and blue sky laws of all jurisdictions which are
applicable  to  the  issuance of Nathan's Common Stock and Warrants (including
the shares of Nathan's Common Stock underlying such Warrants) pursuant hereto.
 Miami Subs will use its commercially reasonable efforts to assist Nathan's as
may  be  necessary  to  comply  with  the  securities and blue sky laws of all
jurisdictions which are applicable in connection with the issuance of Nathan's
Common  Stock  and  Warrants  (including  the  shares of Nathan's Common Stock
underlying  such  Warrants)  pursuant  hereto  .
     5.7.        Third Party Consents.  As soon as practicable following the
date hereof, Nathan's and Miami Subs will each use its commercially reasonable
efforts  to  obtain  all material consents, waivers and approvals under any of
its or its subsidiaries' agreements, contracts, licenses or leases required to
be  obtained  in  connection  with  the  consummation  of  the  transactions
contemplated  hereby.
     5.8.      FIRPTA.  At or prior to the Closing, Miami Subs, if requested
by  Nathan's,  shall deliver to the IRS a notice that the MSC Capital Stock is
not  a  "U.S.  Real  Property  Interest" as defined and in accordance with the
requirements  of  Treasury  Regulation  Section  1.897-2(h)(2).
     5.9.     Notification of Certain Matters.  Nathan's and Merger Sub will
give  prompt  notice  to Miami Subs, and Miami Subs will give prompt notice to
Nathan's,  of  the  occurrence,  or  failure  to  occur,  of  any event, which
occurrence  or  failure  to  occur would be reasonably likely to cause (a) any
representation  or  warranty  contained  in  this  Agreement  to  be untrue or
inaccurate in any material respect at any time from the date of this Agreement
to  the Effective Time, or (b) any material failure of Nathan's and Merger Sub
or  Miami  Subs,  as the case may be, or of any officer, director, employee or
agent  thereof, to comply with or satisfy any covenant, condition or agreement
to  be complied with or satisfied by it under this Agreement.  Notwithstanding
the  above, the delivery of any notice pursuant to this section will not limit
or  otherwise  affect  the remedies available hereunder to the party receiving
such  notice.
     5.10.          Best  Efforts  and  Further  Assurances.  Subject to the
respective  rights  and  obligations  of  Nathan's  and  Miami Subs under this
Agreement,  each of the parties to this Agreement will use its best efforts to
effectuate  the  Merger  and the other transactions contemplated hereby and to
fulfill  and  cause  to  be  fulfilled  the  conditions  to closing under this
Agreement.    Each  party  hereto,  at the reasonable request of another party
hereto,  will  execute  and  deliver such other instruments and do and perform
such  other  acts  and  things  as may be necessary or desirable for effecting
completely  the  consummation  of  the  transactions  contemplated  hereby.
     5.11.          Stock  Options.
          (a)         At the Effective Time, each outstanding Miami Subs Stock
Option,  whether  or  not  exercisable, will be assumed by Nathan's.  From and
after  the Effective Time, each Miami Subs Stock Option so assumed by Nathan's
under  this  Agreement  shall  be  deemed  to  constitute an option to acquire
Nathan's  Common  Stock,  on  the same terms and conditions as were applicable
under  such  Miami  Subs  Stock  Option,  and (i) will be exercisable (or will
become  exercisable  in  accordance  with  its terms) for that number of whole
shares  of  Nathan's Common Stock equal to the product of the number of shares
of MSC Capital Stock that were issuable upon exercise of such Miami Subs Stock
Option  immediately  prior  to  the Effective Time multiplied by  the Exchange
Ratio,  rounded  down to the nearest whole number of shares of Nathan's Common
Stock, and (ii) the per share exercise price for the shares of Nathan's Common
Stock  issuable  upon exercise of such assumed Miami Subs Stock Option will be
equal  to the amount determined by multiplying the exercise price per share of
MSC  Capital  Stock  at  which  such  Miami  Subs Stock Option was exercisable
immediately  prior  to the Effective Time by $2.068, rounded up to the nearest
whole  cent.   As soon as practicable after the Effective Time, Nathan's shall
deliver to the holders of Miami Subs Stock Options appropriate notices setting
forth  such  holders'  right  pursuant  to  the  Miami  Subs  Option Plan (and
agreements  evidencing the grants of such Miami Subs Stock Options) or, if not
granted  under  the  Miami  Subs  Option  Plan,  the  agreement  governing and
evidencing  such  Miami  Subs  Stock  Options, and indicated that such options
shall  continue  in  effect  on  the same terms and conditions (subject to the
adjustments required by this Section 5.11(a) after giving effect to the Merger
and  the  assumption  by  Nathan's  as  set  forth  herein).
          (b)          Nathan's  shall  take all corporate action necessary to
reserve  sufficient shares of Nathan's Common Stock for issuance under Section
5.11(a)  and  under  Section  1.6(c)  hereof.
     5.12.          Registration  Rights.   As soon as practicable after the
Effective  Time  and  in  no event later than ten (10) business days after the
Effective  Time,  Nathan's shall file a registration statement on Form S-8 and
Form  S-3  with respect to the shares of Nathan's Common Stock subject to such
assumed  Miami  Subs  Stock  Options,  and following the effectiveness of such
registration  statements,  Nathan's  shall  use  all  commercially  reasonable
efforts  to  maintain  the  effectiveness of such registration statements (and
maintain  the  current  status  of  the  prospectus  or prospectuses contained
therein)  for  so  long  as  such  options  remain  outstanding.
     5.13.          Indemnification  and  Insurance.
          (a)          The  Surviving  Corporation  shall  assume  all  of the
obligations of Miami Subs or any of its subsidiaries under any indemnification
agreement with any present or former director, officer, employee, and/or agent
of  Miami  Subs  or  any  of its subsidiaries, as in effect on or prior to the
Effective Time. From and after the Effective Time for a period of three years,
the  Surviving  Corporation  shall  provide  with  respect  to  each director,
officer, employee and agent of Miami Subs and its subsidiaries (as of the date
hereof  and  through  the  Effective  Time)  (the  "Indemnified  Parties), the
indemnification  rights  (including  any  rights  to advancement of reasonable
expenses)  which  such Indemnified Parties had, whether from Miami Subs or any
such  subsidiary,  immediately  prior to the Effective Time, whether under the
FBCA,  the  Articles  of  Incorporation  or  Bylaws  of  Miami  Subs  or  such
subsidiary.  Notwithstanding  the  foregoing  sentence,  from  and  after  the
Effective  Time  for  a period of three years, the Surviving Corporation shall
honor  any  indemnification  rights  (including  the advancement of reasonable
expenses) of any former director, officer, employee and/or agent of Miami Subs
or any of its subsidiaries, which any such person had, whether from Miami Subs
or any such subsidiary, immediately prior to the Effective Time, whether under
the  FBCA,  the  Articles  of  Incorporation  or  Bylaws of Miami Subs or such
subsidiary.    The  Articles  of  Incorporation  and  Bylaws  of the Surviving
Corporation  will  contain  provisions  with  respect  to  indemnification and
elimination  of  liability  for  monetary  damages  of the Indemnified Parties
substantially  similar to those set forth in the Articles of Incorporation and
Bylaws  of  Miami  Subs,  which  provisions  will  not be amended, repealed or
otherwise  modified for a period of three years from the Effective Time in any
manner  that  would  adversely affect the rights thereunder of the Indemnified
Parties  , unless such modification is required by law.  Immediately following
the  Effective  Time, Nathan's shall cause to remain in effect, if applicable,
the  current  policies  of  directors'  and  officers'  liability  insurance
maintained  by  Miami  Subs or any of its subsidiaries (provided that Nathan's
may  substitute  therefor  policies  of at least the same coverage and amounts
containing  terms  and conditions which are no less advantageous) with respect
to  claims  arising  from  facts  or  events  which  occurred at or before the
Effective  Time,  and  Nathan's  shall  maintain such coverage for a period of
three  years  after  the  Effective  Time.
          (b)          After  the Effective Time the Surviving Corporation and
Nathan's  will,  to the fullest extent permitted under applicable law or under
the  Surviving  Corporation's Articles of Incorporation or Bylaws and Nathan's
Certificate  of  Incorporation  or  Bylaws,  respectively,  indemnify and hold
harmless,  the  Indemnified  Parties  against any costs or expenses (including
reasonable  attorneys'  fees),  judgments,  fines,  losses,  claims,  damages,
liabilities  and  amounts  paid  in  settlement  in connection with any claim,
action,  suit,  proceeding  or investigation, whether civil, administrative or
investigative,  to  the  extent  arising out of or pertaining to any action or
omission  in  his or her capacity as a director, officer, employee or agent of
Miami  Subs  arising  out of or pertaining to the transactions contemplated by
this  Agreement  for  a  period  of three years after the date hereof.  In the
event  of  any  such claim, action, suit, proceeding or investigation (whether
arising  before  or after the Effective Time), (i) any counsel retained by the
Indemnified Parties for any period after the Effective Time will be reasonably
satisfactory  to  the  Surviving  Corporation  and  Nathan's,  (ii)  after the
Effective  Time,  the  Surviving  Corporation will pay the reasonable fees and
expenses  of such counsel, promptly after statements therefor are received and
(iii)  the  Surviving  Corporation  will  cooperate in the defense of any such
matter;  provided,  however,  that  the  Surviving Corporation will not be
liable  for any settlement effected without its written consent (which consent
will  not  be  unreasonably withheld); and provided, further, that, in the
event that any claim or claims for indemnification are asserted or made within
such  three-year  period, all rights to indemnification in respect of any such
claim  or  claims  will  continue  until  the  disposition of any and all such
claims.    The Indemnified Parties as a group may retain only one law firm (in
addition to local counsel) to represent them with respect to any single action
unless  there  is,  under  applicable  standards  of  professional  conduct, a
conflict  on  any  significant  issue between the positions of any two or more
Indemnified  Parties.
          (c)          This  Section 5.13 will survive any termination of this
Agreement  and  the  consummation  of  the  Merger  at  the Effective Time, is
intended  to benefit Miami Subs, the Surviving Corporation and the Indemnified
Parties and their heirs and representatives (each of whom shall be entitled to
enforce this Section 5.13 against Nathan's or the Surviving Corporation to the
extent specified herein), and will be binding on all successors and assigns of
Nathan's  and  the  Surviving  Corporation.
     5.14.          NASDAQ  Listing.    Nathan's  will  use all commercially
reasonable  efforts to cause to be approved for listing on the Nasdaq National
Market  the  shares of Nathan's Common Stock and Warrants issuable, and shares
of  Nathan's  Common  Stock required to be reserved for issuance in respect of
the  Warrants and the Miami Subs Stock Options, in connection with the Merger,
upon  official  notice  of  issuance.
     5.15.        Board of Directors of Nathan's.  The Board of Directors of
Nathan's  will  take  all actions necessary to cause the Board of Directors of
Nathan's,  immediately  after the Effective Time, to consist of seven persons,
six  of  whom  shall  have  served  on  the  Board  of  Directors  of Nathan's
immediately prior to the Effective Time or otherwise be designated by Nathan's
and one of whom, Donald Perlyn, shall have served on the Board of Directors of
Miami  Subs  immediately  prior  to  the  Effective  Time.
     5.16.      Employment Agreements. .   On the Closing Date, Nathan's (or
a  subsidiary thereof) shall enter into employment agreements in form attached
hereto  as  Exhibits  B, C and D, respectively, with each of Donald L. Perlyn,
Jerry  W. Woda and Frank Baran, each of whom is presently an executive officer
of  Miami  Subs.
                                  ARTICLE VI
                           CONDITIONS TO THE MERGER
     6.1.     Conditions to Obligations of Each Party to Effect the Merger. 
The  respective  obligations  of  each  party  to this Agreement to effect the
Merger shall be subject to the satisfaction at or prior to the Closing Date of
the  following  conditions:
          (a)          Stockholder Approval.  This Agreement shall have been
approved  and  adopted,  and  the Merger shall have been duly approved, by the
requisite  vote  under applicable law by the shareholders of Miami Subs and by
the  stockholders  of  Nathan's.
          (b)          Registration Statement Effective.  The SEC shall have
declared  the  Registration Statement effective.  No stop order suspending the
effectiveness  of  the  Registration  Statement or any part thereof shall have
been  issued  and no proceeding for that purpose, and no similar proceeding in
respect of the Proxy Statement, shall have been initiated or threatened by the
SEC.    At  the effective date of the Registration Statement, the Registration
Statement  shall  not contain any untrue statement of a material fact, or omit
to  state  any material fact necessary in order to make the statements therein
not  misleading,  and  at  the  mailing of the Proxy Statement and the date of
Nathan's Stockholders' Meeting and Miami Subs Shareholders' Meeting, the Proxy
Statement  shall  not  contain  any  untrue  statement.
          (c)          No Order.  No Governmental Entity shall have enacted,
issued,  promulgated,  enforced  or  entered  any  statute,  rule, regulation,
executive  order,  decree,  injunction  or  other  order  (whether  temporary,
preliminary  or  permanent)  which  is  in  effect and which has the effect of
making the Merger illegal or otherwise prohibiting consummation of the Merger.
          (d)       Nasdaq Listing.  The shares of Nathan's Common Stock and
Warrants issuable to shareholders of Miami Subs pursuant to this Agreement and
such  shares  of Nathan's Common Stock required to be reserved for issuance in
respect  of  the  Warrants  and  the  Miami Subs Stock Options shall have been
authorized  for  listing on the Nasdaq National Market upon official notice of
issuance.
          (e)       Authorizations; Consents.  All authorizations, consents,
waivers  and  approvals from parties to contracts or other agreements to which
any  of  Miami Subs or Nathan's (or their respective subsidiaries) is a party,
or  by  which  either  is  bound, as may be required to be obtained by them in
connection with the performance of this Agreement, the failure to obtain which
would prevent the consummation of the Merger or have a Material Adverse Effect
on  Miami  Subs  or  Nathan's,  as  the  case  may  be.
     6.2.          Additional  Conditions to Obligations of Miami Subs.  The
obligations of Miami Subs to consummate and effect the Merger shall be subject
to  the  satisfaction at or prior to the Closing Date of each of the following
conditions, any of which may be waived, in writing, exclusively by Miami Subs:
          (a)       Representations and Warranties.  The representations and
warranties  of  Nathan's  and  Merger Sub contained in this Agreement shall be
true  and  correct  on  and  as  of  the  Closing  Date,  except  for  changes
contemplated  by  this  Agreement  and  except  for  those representations and
warranties  which  address  matters  only as of a particular date (which shall
remain  true  and correct as of such particular date), with the same force and
effect  as  if  made  on and as of the Closing Date, except, in all such cases
where the failure to be so true and correct, would not have a Material Adverse
Effect  on  Nathan's; and Miami Subs shall have received a certificate, signed
on  behalf  of  Nathan's  by  the President and the Chief Financial Officer of
Nathan's,    to  the effect that nothing has come to their attention after due
inquiry  to cause them to believe that such representations and warranties are
not true and correct, except in all such cases where the failure to be so true
and  correct  would  not  have  a  Material  Adverse  Effect  on  Nathan's;
          (b)       Agreements and Covenants.  Nathan's and Merger Sub shall
have  performed  or  complied in all material respects with all agreements and
covenants  required by this Agreement to be performed or complied with by them
on  or  prior  to  the  Closing  Date,  and  Miami  Subs shall have received a
certificate  to  such effect signed on behalf of Nathan's by the President and
the  Chief Financial Officer of  Nathan's to the best of their knowledge after
due  inquiry;
          (c)      Material Adverse Effect.  No Material Adverse Effect with
respect  to  Nathan's  shall  have  occurred since the date of this Agreement;
          (d)         Legal Opinion.  Miami Subs shall have received a legal
opinion  from Blau, Kramer, Wactlar & Lieberman, P.C., counsel to Nathan's, in
a  form  reasonably  acceptable  to  Miami  Subs;
          (e)          Fairness  Opinion.   Miami Subs shall have received a
written  opinion from Raymond James & Associates, Inc. to the effect that  the
Merger is fair to Miami Subs's shareholders from a financial point of view and
shall  have  delivered  to  Nathan's  a  copy  of  such  opinion;  and
          (f)     Due Diligence.  Miami Subs shall, in its sole and absolute
discretion, be satisfied with the results of its due diligence with respect to
Nathan's;  provided that such due diligence must be completed by no later than
thirty  (30)  days  after the delivery to Miami Subs of the completed Nathan's
Schedules.    Absent  written  notification  by Miami Subs within the five (5)
business  days  immediately after the end of such thirty (30) day period, this
condition  shall  be  deemed  waived.
     6.3.      Additional Conditions to the Obligations of Nathan's and Merger
Sub.   The obligations of Nathan's and Merger Sub to consummate and effect the
Merger shall be subject to the satisfaction at or prior to the Closing Date of
each  of  the  following  conditions,  any of which may be waived, in writing,
exclusively  by  Nathan's:
          (a)       Representations and Warranties.  The representations and
warranties of Miami Subs contained in this Agreement shall be true and correct
on  and  as  of  the  Closing  Date,  except  for changes contemplated by this
Agreement  and  except  for those representations and warranties which address
matters  only  as of a particular date (which shall remain true and correct as
of  such particular date), with the same force and effect as if made on and as
of  the  Effective  Time, except, in all such cases where the failure to be so
true  and correct, would not have a Material Adverse Effect on Miami Subs; and
Nathan's and Merger Sub shall have received a certificate, signed on behalf of
Miami Subs by the President and Chief Financial Officer of Maimi Subs,  to the
effect  that  nothing  has  come to their attention after due inquiry to cause
them  to  believe that such representations and warranties are not so true and
correct,  except in all such cases where the failure to be so true and correct
would  not  have  a  Material  Adverse  Effect  on  Miami  Subs;
          (b)     Agreements and Covenants.  Miami Subs shall have performed
or  complied  in  all  material  respects  with  all  agreements and covenants
required  by this Agreement to be performed or complied with by it on or prior
to  the  Closing  Date, and Nathan's shall have received a certificate to such
effect signed on behalf of Miami Subs by the President and the Chief Financial
Officer  of  Miami  Subs  to  the  best  of their knowledge after due inquiry;
          (c)      Material Adverse Effect.  No Material Adverse Effect with
respect  to  Miami  Subs shall have occurred since the date of this Agreement;
          (d)          Legal  Opinion.  Nathan's shall have received a legal
opinion  from  Greenberg  Traurig,  P.A.,  counsel  to  Miami  Subs, in a form
reasonably  acceptable  to  Nathan's;
          (e)      Fairness Opinion.  Nathan's shall have received a written
opinion  from Cruttenden & Roth Incorporated to the effect that  the Merger is
fair  to  Nathan's  stockholders from a financial point of view and shall have
delivered  to  Miami  Subs  a  copy  of  such  opinion;  and
          (f)       Due Diligence.   Nathan's and Merger Sub shall, in their
sole  and  absolute  discretion,  be  satisfied  with the results of their due
diligence with respect to Miami Subs; provided that such due diligence must be
completed by no later than thirty (30) days after the delivery to Nathan's and
Merger Sub of the completed Miami Subs Schedules.  Absent written notification
by  Nathan's  and  Merger  Sub,  within the five (5) business days immediately
after  the  end of such thirty (30) day period, this condition shall be deemed
waived.

                                 ARTICLE VII
                      TERMINATION, AMENDMENT AND WAIVER
     7.1.         Termination.  This Agreement may be terminated at any time
prior to the Effective Time of the Merger, whether before or after approval of
the  Merger  by  the  stockholders  of  Nathan's  and  Miami  Subs:
          (a)       by mutual written consent duly authorized by the Boards of
Directors  of  Nathan's  and  Miami  Subs;
          (b)         by either Miami Subs or Nathan's if the Merger shall not
have  been  consummated by May 15, 1999; provided, however, that the right
to  terminate  this Agreement under this Section 7.1(b) shall not be available
to  any  party whose action or failure to act has been a principal cause of or
resulted in the failure of the Merger to occur on or before such date and such
action  or  failure  to  act  constitutes  a  breach  of  this  Agreement;
          (c)         by either Miami Subs or Nathan's if a court of competent
jurisdiction  or  governmental,  regulatory  or  administrative  agency  or
commission  shall  have  issued  an order, decree or ruling or taken any other
action  (an  "Order"),  in  any  case  having  the  effect  of  permanently
restraining,  enjoining  or  otherwise  prohibiting  the  Merger, which order,
decree  or  ruling  is  final  and  nonappealable;
          (d)       by either Miami Subs or Nathan's if the required approvals
of the shareholders of Miami Subs or stockholders of Nathan's, as the case may
be,  contemplated  by this Agreement shall not have been obtained by reason of
the  failure  to  obtain  the  required vote upon a vote taken at a meeting of
shareholders  of  Miami  Subs or stockholders of Nathan's, as the case may be,
duly  convened  therefor  or  at  any adjournment thereof (provided that the
right  to  terminate  this  Agreement  under  this Section 7.1(d) shall not be
available  to any party where the failure to obtain stockholder or shareholder
approval  of  such  party,  as  the case may be, shall have been caused by the
action  or  failure  to  act  of  such  party  in  breach  of this Agreement);
          (e)       by either Miami Subs or Nathan's, if Miami Subs shall have
accepted  an  Miami  Subs Superior Proposal or by Nathan's if the Miami Subs's
Board  of  Directors  recommends  a  Miami  Subs  Superior  Proposal  to  the
shareholders  of  Miami  Subs;
          (f)       by Nathan's, if the Board of Directors of Miami Subs shall
have  withheld,  withdrawn  or  modified  in  a manner adverse to Nathan's its
recommendation  to  its  shareholders  in  favor  of  approving  the  Merger;
          (g)       by Miami Subs, if the Board of Directors of Nathan's shall
have  withheld,  withdrawn  or  modified in a manner adverse to Miami Subs its
recommendation  to  its  stockholders  in  favor  of  approving  the  Merger;
          (h)     by Miami Subs, upon a material breach of any representation,
warranty,  covenant  or  agreement  on  the part of Nathan's set forth in this
Agreement,  or if any representation or warranty of Nathan's shall have become
untrue  in  any  material respect, in either case such that the conditions set
forth  in  Section  6.2(a)  or Section 6.2(b) would not be satisfied as of the
time  of  such  breach or as of the time such representation or warranty shall
have  become  untrue,  provided  that  if  such  inaccuracy  in  Nathan's's
representations  and  warranties  or breach by Nathan's is curable by Nathan's
through  the  exercise  of  its commercially reasonable efforts within fifteen
(15) days of the time such representation or warranty shall have become untrue
or  such  breach,  then Miami Subs may not terminate this Agreement under this
Section  7.1(h)  during such fifteen-day period provided Nathan's continues to
exercise  such  commercially  reasonable  efforts;
          (i)       by Nathan's, upon a material breach of any representation,
warranty,  covenant  or  agreement on the part of Miami Subs set forth in this
Agreement,  or  if  any  representation  or  warranty of Miami Subs shall have
become untrue in any material respect, in either case such that the conditions
set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied as of the
time  of  such  breach or as of the time such representation or warranty shall
have  become  untrue,  provided, that if such inaccuracy in the Miami Subs's
representations  and  warranties  or  breach by Miami Subs is curable by Miami
Subs  through  the  exercise  of  its  commercially  reasonable efforts within
fifteen  (15)  days  of  the  time  such representation or warranty shall have
become  untrue  or such breach, then Nathan's may not terminate this Agreement
under  this  Section 7.1(i) during such fifteen-day period provided Miami Subs
continues  to  exercise  such  commercially  reasonable  efforts;
          (j)     by either Miami Subs or Nathan's if the conditions set forth
 in  Sections  6.2(f)  or  6.3(f),  respectively,  are  not  satisfied;
          (k)         by Miami Subs, if there shall have occurred any Material
Adverse  Effect  with respect to Nathan's since the date of this Agreement; or
          (l)          by  Nathan's, if there shall have occurred any Material
Adverse  Effect  with  respect to Miami Subs since the date of this Agreement.
     7.2.          Notice  of  Termination;  Effect  of  Termination.
          (a)     Subject to Section 7.2(b), any termination of this Agreement
under  Section  7.1  above  will be effective immediately upon the delivery of
written  notice  of  the terminating party to the other parties hereto. In the
event  of  the  termination of this Agreement as provided in Section 7.1, this
Agreement  shall  be of no further force or effect, except (i) as set forth in
this  Section  7.2,  Section  7.3 and Article 8 (miscellaneous), each of which
shall survive the termination of this Agreement, and (ii) nothing herein shall
relieve  any  party  from  liability for any willful breach of this Agreement.
          (b)      Any termination of this Agreement by Miami Subs pursuant to
Section  7.1(e)  hereof  shall  be  of no force or effect unless prior to such
termination  Miami  Subs  shall  have  paid  to  Nathan's  any amounts payable
pursuant  to  Section  7.3(b).
     7.3.          Fees  and  Expenses.
          (a)          Except  as  set forth in this Section 7.3, all fees and
expenses  incurred  in  connection  with  this  Agreement and the transactions
contemplated  hereby  shall  be  paid  by  the  party incurring such expenses,
whether or not the Merger is consummated; provided, however, that Nathan's
and  Miami  Subs  shall  share  equally  all  fees  and  expenses,  other than
reasonable  attorneys' and accountants fees and expenses, incurred in relation
to  the  printing and filing of the Proxy Statement (including any preliminary
materials related thereto) and the Registration Statement (including financial
statements  and  exhibits)  and  any  amendments  or  supplements  thereto.
          (b)        Miami Subs shall immediately make payment to Nathan's (by
wire transfer or certified or cashiers check) of (x) $500,000 (i) in the event
this  Agreement  is  terminated  by Miami Subs or Nathan's pursuant to Section
7.1(e)  hereof  or  (ii) in the event this Agreement is terminated by Nathan's
pursuant to Section 7.1(f) hereof; or (y) $250,000 in the event this Agreement
is  terminated  by  Nathan's  pursuant  to  Section  7.1(i)  hereof.
          (c)        Nathan's shall immediately make payment to Miami Subs (by
wire  transfer  or  certified or cashiers' check) of (x) $250,000 in the event
this  Agreement is terminated by Miami Subs pursuant to Section 7.1(g); or (y)
$125,000  in  the event this Agreement is terminated by Miami Subs pursuant to
Section  7.1(h).
     7.4.       Amendment.  Subject to applicable law, this Agreement may be
amended  by  the  parties  hereto at any time by execution of an instrument in
writing  signed  on  behalf  of  each  of  the  parties  hereto.
     7.5.        Extension; Waiver.  At any time prior to the Effective Time
any  party  hereto may, to the extent legally allowed, (i) extend the time for
the  performance  of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties made
to  such  party  contained herein or in any document delivered pursuant hereto
and  (iii)  waive  compliance with any of the agreements or conditions for the
benefit  of such party contained herein.  Any agreement on the part of a party
hereto  to any such extension or waiver shall be valid only if set forth in an
instrument  in  writing  signed  on  behalf  of  such  party.
                                 ARTICLE VIII
                              GENERAL PROVISIONS
     8.1.          Non-Survival  of  Representations  and  Warranties.   The
representations,  warranties, and covenants of Miami Subs, Nathan's and Merger
Sub  contained  in  this  Agreement shall terminate at the Effective Time, and
only  the  covenants  that  by  their  terms  survive the Effective Time shall
survive  the  Effective  Time.
     8.2.     Notices.  All notices and other communications hereunder shall
be  in  writing  and  shall  be  deemed  given  if  delivered personally or by
commercial  delivery  service, or sent via telecopy (receipt confirmed) to the
parties  at  the  following  addresses  or  telecopy numbers (or at such other
address or telecopy numbers for a party as shall be specified by like notice):
          (a)          if  to  Nathan's  or  Merger  Sub,  to:
Nathan's  Famous,  Inc.
1400  Old  Country  Road
Westbury,  New  York  11590
Attention:  Wayne  Norbitz,  President
Telephone  No.:  (516)  338-8500
Telecopy  No.:      (516)  338-  7220
with  a  copy  to:
Blau,  Kramer,  Wactlar  &  Lieberman,  P.C.
100  Jericho  Quadrangle
Jericho,  New  York  11753
Attention:  Nancy  D.  Lieberman,  Esq.
Telephone  No.:  (516)  822-4820
Telecopy  No.:      (516)  822-4824
          (b)          if  to  Miami  Subs,  to:
Miami  Subs  Corporation
6300  N.W.  31st  Avenue
Fort  Lauderdale,  Florida  33309
Attention:  Donald  Perlyn,  President
Telephone  No.:  (954)  973-0000
Telecopy  No.:          (954)  973-7616
with  a  copy  to:
Greenberg  Traurig
1221  Brickell  Avenue
Miami,  Florida  33131
Attention:  Harold  E.  Berritt,  Esq.
Telephone  No.:  (305)  579-0876
Telecopy  No.:          (305)  579-0717
     8.3.          Interpretation;  Knowledge.
          (a)     When a reference is made in this Agreement to Exhibits, such
reference shall be to an Exhibit to this Agreement unless otherwise indicated.
 The  words "include," "includes" and "including" when used herein shall
be  deemed  in  each case to be followed by the words "without limitation." 
The  table  of  contents  and  headings  contained  in  this Agreement are for
reference  purposes  only  and  shall  not  affect  in  any way the meaning or
interpretation  of  this  Agreement.    When reference is made herein to "the
business  of"  an  entity,  such  reference  shall  be  deemed to include the
business of all direct and indirect subsidiaries of such entity.  Reference to
the  subsidiaries  of  an  entity  shall  be  deemed to include all direct and
indirect  subsidiaries  of  such  entity.
          (b)      For purposes of this Agreement, the term "knowledge" means,
with  respect  to any matter in question, that the executive officers of Miami
Subs  or  Nathan's,  as the case may be, have actual knowledge of such matter.
     8.4.       Counterparts.  This Agreement may be executed in one or more
counterparts,  all of which shall be considered one and the same agreement and
shall  become effective when one or more counterparts have been signed by each
of  the parties and delivered to the other party, it being understood that all
parties  need  not  sign  the  same  counterpart.
     8.5.          Entire  Agreement.   This Agreement and the documents and
instruments  and  other agreements among the parties hereto as contemplated by
or  referred  to  herein,  including the Miami Subs Schedules and the Nathan's
Schedules  (a)  constitute the entire agreement among the parties with respect
to  the  subject  matter  hereof  and  supersede  all  prior  agreements  and
understandings,  both  written and oral, among the parties with respect to the
subject  matter  hereof;  and  (b)  are  not intended to confer upon any other
person  any  rights  or  remedies  hereunder,  except  as  set  forth  herein.
     8.6.          Severability.    In  the event that any provision of this
Agreement  or  the  application  thereof, becomes or is declared by a court of
competent  jurisdiction to be illegal, void or unenforceable, the remainder of
this  Agreement  will continue in full force and effect and the application of
such  provision  to  other  persons or circumstances will be interpreted so as
reasonably  to  effect  the intent of the parties hereto.  The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.
     8.7.         Other Remedies; Specific Performance.  Except as otherwise
provided  herein, any and all remedies herein expressly conferred upon a party
will be deemed cumulative with and not exclusive of any other remedy conferred
hereby,  or  by  law or equity upon such party, and the exercise by a party of
any  one  remedy  will  not  preclude  the  exercise of any other remedy.  The
parties hereto agree that irreparable damage would occur in the event that any
of  the  provisions  of  this  Agreement were not performed in accordance with
their  specific  terms  or  were otherwise breached.  It is accordingly agreed
that  the parties shall be entitled to an injunction or injunctions to prevent
breaches  of  this  Agreement  and  to  enforce  specifically  the  terms  and
provisions  hereof  in  any  court  of  the  United States or any state having
jurisdiction,  this  being  in  addition to any other remedy to which they are
entitled  at  law  or  in  equity.
     8.8.          Governing  Law.   This Agreement shall be governed by and
construed  in accordance with the laws of the State of Delaware, regardless of
the  laws that might otherwise govern under applicable principles of conflicts
of  law  thereof.    Each  of  the  parties hereto irrevocably consents to the
exclusive  jurisdiction  of  any  state  or  federal court within the State of
Florida,  in  connection  with  any  matter  based upon or arising out of this
Agreement  or  the  matters  contemplated  herein,  agrees that process may be
served  upon them in any manner authorized by the laws of the State of Florida
for such persons and waives and covenants not to assert or plead any objection
which  they  might  otherwise  have  to  such  jurisdiction  and such process.
     8.9.         Rules of Construction.  The parties hereto agree that they
have  been represented by counsel during the negotiation and execution of this
Agreement  and,  therefore,  waive  the  application  of  any law, regulation,
holding  or rule of construction providing that ambiguities in an agreement or
other  document will be construed against the party drafting such agreement or
document.
     8.10.     Assignment.  No party may assign either this Agreement or any
of  its  rights, interests, or obligations hereunder without the prior written
approval  of  the  other  parties.




                          [SIGNATURE PAGE TO FOLLOW]

     IN WITNESS WHEREOF, Nathan's, Merger Sub, and Miami Subs have caused this
Agreement to be signed by their duly authorized respective officers, all as of
the  date  first  written  above.
NATHAN'S  FAMOUS,  INC.


By:  _________________________________
Name:
Title:
MIAMI  SUBS  CORPORATION


By:  _________________________________
Name:
Title:
MIAMI  ACQUISITION  CORP.


By:  __________________________________
Name:
Title:

                                                                     Exhibit A
                              WARRANT AGREEMENT


          WARRANT  AGREEMENT,  dated as of this ___th day of __________, 1999,
by  and  between  ______________,  a  Delaware corporation (the "Company") and
American  Stock  Transfer  &  Trust  Company,  as  warrant agent (the "Warrant
Agent").
                            W I T N E S S E T H
          WHEREAS,  in  connection  with  the merger of Miami Subs Corporation
("Miami  Subs")  with  a  wholly-owned  subsidiary of the Company, the Company
proposes  to  make  a public offering (the "Public Offering") of shares of its
Common  Stock  (as  defined  in  Section  I  hereof) and common stock purchase
warrants (the "Warrants") of the Company, each Warrant exercisable to purchase
one  share  of  Common  Stock;  and
          WHEREAS, in relation to the Public Offering, the Company has filed a
Registration  Statement  on Form S-4 (Registration Statement No. 333-________)
(as amended or supplemented, the "Registration Statement") with the Securities
and  Exchange  Commission  ("SEC");  and
          WHEREAS,  the  Company desires the Warrant Agent to act on behalf of
the  Company,  and  the Warrant Agent is willing so to act, in connection with
the  issuance,  registration,  transfer,  and  exchange  of  the Warrants, the
issuance  of  certificates  representing  the  Warrants  (each  a  "Warrant
Certificate"),  the exercise of the Warrants, and the rights of the registered
holders  thereof;
          NOW,  THEREFORE,  in  consideration  of  the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions  of the Warrants and the certificates representing the Warrants and
the  respective  rights  and  obligations  thereunder  of  the Company and the
Warrant  Agent,  the  parties  hereto  hereby  agree  as  follows:
          SECTION 1.  Definitions. As used herein, the following terms shall
have  the  following  meanings,  unless  the  context shall otherwise require:
          (a)        "Common Stock" shall mean the Company's common stock, par
value  $.01  per  share.
          (b)          "Company"  shall  have  the  meaning  set  forth in the
introductory  paragraph.
          (c)          "Corporate Office" shall mean the office of the Warrant
Agent  (or  its  successor)  at  which  at  any  particular time its principal
business shall be administered, which office is located at 40 Wall Street, New
York,  New  York  10005  as  of  the  date  hereof.
          (d)         "Exchange Act" shall mean the Securities Exchange Act of
1934,  as  amended.
          (e)       "Exercise Date" shall mean, as to any Warrant, the date on
which  the  Warrant Agent shall have received both (i) the Warrant Certificate
representing such Warrant, with the exercise form thereon duly executed by the
Registered  Holder  thereof,  or his attorney duly authorized in writing, with
the appropriate signature guarantees, as described in the Warrant Certificate,
and  (ii) payment in cash, or by official bank or certified check made payable
to  the  Company, of an amount in lawful money of the United States of America
equal  to  the  Exercise  Price  plus  transfer  taxes,  if  any.
          (f)        "Exercise Price" shall mean the purchase price to be paid
upon  exercise  of  a Warrant in accordance with the terms hereof, which price
shall  be $6.00 per share of Common Stock.  Until the Warrant Expiration Date,
subject  to  (i)  adjustment  from  time to time pursuant to the provisions of
Section  8  hereof, and (ii) the Company's right to reduce the Exercise Price,
upon  written  notice to all Registered Holders, for a period of not less than
30  days.
          (g)     "Nasdaq National Market" shall have the meaning set forth in
Section  8(f)  hereof.
          (h)         "Notice Event" shall mean any consolidation or merger to
which the Company is a party and for which approval of any stockholders of the
Company  is  required,  or of the conveyance or transfer of the properties and
assets of the Company substantially as an entirety, or of any reclassification
or change of Common Stock issuable upon exercise of the Warrants (other than a
change  in par value, or from par value to no par value, or from no  par value
to  par  value,  or  as a result of a subdivision or combination), or a tender
offer  or  exchange  offer  for  shares  of  Common  Stock.
          (i)          "Prospectus" shall mean the prospectus contained in the
Registration  Statement,  as  such  prospectus is amended or supplemented from
time  to  time.
          (j)        "Public Offering" shall have the meaning set forth in the
Recitals.
          (k)      "Registered Holder" shall mean the person in whose name any
certificate  representing Warrants shall be registered on the books maintained
by  the  Warrant  Agent  pursuant  to  Section  6  hereof.
          (l)          "SEC" shall have the meaning set forth in the Recitals.
          (m)        "SEC Reports" shall have the meaning set forth in Section
5(g)  hereof.
          (n)     "Registration Statement" shall have the meaning set forth in
the  Recitals.
          (o)      "Time of Determination" shall have the meaning set forth in
Section  9  hereof.
          (p)      "Transfer Agent" shall mean American Stock Transfer & Trust
Company,  as  the  Company's  transfer  agent, or its authorized successor, as
such.
          (q)          "Warrant Agent" shall have the meaning set forth in the
introductory  paragraph.
          (r)        "Warrant Certificate" shall have the meaning set forth in
the  Recitals.
          (s)         "Warrant Expiration Date" shall mean 5:00 p.m. (New York
City  time)  on ________  ___, 2002 (or as may be extended pursuant to Section
5(d)),  provided that, if in New York City, such date (or extended date) shall
be  a  holiday or a day on which banks are authorized to close, then 5:00 p.m.
(New York City time) on the next following day which in New York City is not a
holiday  or  a  day  on  which  banks  are  authorized  to  close.
          (t)     "Warrants" shall have the meaning set forth in the Recitals.
          SECTION  2.    Warrants  and  Issuance  of  Warrant  Certificates.
          (a)       Each Warrant Exercisable for One Share.  A Warrant shall
initially  entitle  the  Registered  Holder  of  the  Warrant  Certificate
representing  such  Warrant  to  purchase  one  share of Common Stock upon the
exercise thereof, in accordance with the terms hereof, subject to modification
and  adjustment  as  provided  in  Section  8  hereof.
          (b)          593,750 Shares.  From time to time, up to the Warrant
Expiration  Date,  the  Transfer  Agent  shall  execute  and  deliver  stock
certificates  in  required  whole  number  denominations representing up to an
aggregate  of  593,750  shares  of  Common  Stock,  subject  to  adjustment as
described  herein,  upon  the  exercise  of  Warrants  in accordance with this
Agreement.
          (c)          Warrant  Certificates.   From time to time, up to the
Warrant  Expiration  Date, the Warrant Agent shall execute and deliver Warrant
Certificates  in  required  whole number denominations to the persons entitled
thereto  in  connection  with  any  transfer  or exchange permitted under this
Agreement;  provided  that  no Warrant Certificates shall be issued except (i)
those initially issued hereunder, (ii) those issued upon the exercise of fewer
than  all  Warrants  represented  by  any Warrant Certificate, to evidence any
unexercised  Warrants  held  by  the exercising Registered Holder, (iii) those
issued  upon any transfer or exchange pursuant to Section 6 hereof, (iv) those
issued  in  replacement  of  lost,  stolen,  destroyed  or  mutilated  Warrant
Certificates  pursuant  to  Section  7  hereof  and,  (v) at the option of the
Company, in such form as may be approved by its Board of Directors, to reflect
(A)  any adjustment or change in the Exercise Price or the number of shares of
Common  Stock  purchasable  upon  exercise  of  the  Warrants made pursuant to
Section  8  hereof  and  (B)  any  other  modifications approved by Registered
Holders  in  accordance  with  Section  15  hereof.
          SECTION  3.    Form  and  Execution  of  Warrant  Certificates.
          (a)      Form.  The Warrant Certificates shall be substantially in
the  form  annexed  hereto  as Exhibit A (the provisions of which are hereby
incorporated  herein)  and  may  have  such letters, numbers or other marks of
identification  or  designation  and  such  legends, summaries or endorsements
printed,  lithographed,  engraved  or  typed  thereon  as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
as  may  be  required to comply with any law, with any rule or regulation made
pursuant  thereto,  or  with  any  rule or regulation of any stock exchange or
securities  association  on which or through which the Warrants may be listed,
or  to  conform  to usage. The Warrant Certificates shall be dated the date of
issuance thereof (whether upon initial issuance, transfer, exchange or in lieu
of  mutilated,  lost, stolen, or destroyed Warrant Certificates) and issued in
registered  form.  Warrants  shall  be  numbered serially with the letter "W."
          (b)          Execution.  Warrant Certificates shall be executed on
behalf of the Company by the Company's Chairman of the Board, President or any
Vice  President and by its Treasurer, an Assistant Treasurer, its Secretary or
an  Assistant  Secretary,  by  manual  signatures  or  by facsimile signatures
printed  thereon,  shall  have  imprinted thereon a facsimile of the Company's
seal  and  shall  be  countersigned  by an authorized signatory of the Warrant
Agent.  In  case  any officer of the Company who shall have signed any of such
Warrant  Certificates shall cease to be such officer of the Company before the
date  of  issuance of the Warrant Certificates and issue and delivery thereof,
such  Warrant  Certificates  may nevertheless be issued and delivered with the
same  force  and  effect  as  though  the  person  who  signed  such  Warrant
Certificates had not ceased to be such officer of the Company. After execution
by the Company and countersignature by the Warrant Agent, Warrant Certificates
shall  be  delivered  by  the  Warrant  Agent  to  the  Registered  Holders.
          SECTION  4.    Exercise.
          (a)        Time of Exercise.  Each Warrant may be exercised by the
Registered  Holder  thereof at any time after the date hereof and on or before
the  Warrant Expiration Date, upon the terms and subject to the conditions set
forth  herein  and  in  the applicable Warrant Certificate. A Warrant shall be
deemed  to  have  been exercised immediately prior to the close of business on
the  Exercise  Date,  and  the person entitled to receive the shares of Common
Stock  and  any  unexercised  Warrants deliverable upon such exercise shall be
treated for all purposes as the holder of such shares of Common Stock and such
unexercised  Warrants  upon  such  exercise as of the close of business on the
Exercise  Date.  As  soon  as  practicable  on or after the Exercise Date, the
Warrant  Agent  shall  deposit  the  proceeds  received from the exercise of a
Warrant into an account of the Company as designated in writing by the Company
or  as  the  Company  may  otherwise  direct  in  writing.
          (b)      Receipt of Payment and Issuance.  The Warrant Agent shall
promptly  after clearance of checks received in payment of the Exercise Price,
direct  the  Transfer  Agent  to  issue  and  deliver to the person or persons
entitled  to  receive  the  same,  a stock certificate or certificates for the
shares  of  Common  Stock deliverable upon such exercise and the Warrant Agent
shall  issue  and  deliver a Warrant Certificate for any remaining unexercised
Warrants.    Upon  the  exercise  of  any  Warrant  and clearance of the funds
received therefor, the Warrant Agent shall promptly remit the payment received
for  the  Warrants  to  the  Company  or as the Company may direct in writing.
          SECTION 5.  Reservation of Shares; Listing; Payment of Taxes; etc.
          (a)       Issuance and Sale of Shares.  The Company covenants that
it  will at all times reserve and keep available, free from preemptive rights,
out  of  its  authorized Common Stock, solely for the purpose of issuance upon
exercise  of  Warrants, such number of shares of Common Stock as shall then be
issuable  upon the exercise of all outstanding Warrants. The Company covenants
that  all  shares  of Common Stock that shall be issuable upon exercise of the
Warrants  shall,  at  the  time of delivery, be duly and validly issued, fully
paid, nonassessable and free from all taxes, liens and charges with respect to
the  issue  or  sale  thereof.
          The  Transfer  Agent  for  the  Common  Stock  will  be  irrevocably
authorized  and  directed  at  all  times to reserve such number of authorized
shares as shall be required for such purpose.  The Company will keep a copy of
this  Agreement  on file with the Transfer Agent.  The Warrant Agent is hereby
irrevocably  authorized  to  requisition  from time to time from such Transfer
Agent  the  stock  certificates  required  to  honor outstanding Warrants upon
exercise  thereof in accordance with the terms of this Agreement.  The Company
will  supply  such  Transfer  Agent  with  duly executed certificates for such
purposes  and  will  provide or otherwise make available any cash which may be
payable as provided in Section 9.  The Company will furnish the Transfer Agent
a  copy  of  all  notices  of  adjustments  and  certificates related thereto,
transmitted  to  each  Registered  Holder  pursuant  to  Section  8(p) hereof.
          Before taking any action which would cause an adjustment pursuant to
Section 8 hereof that would reduce the Exercise Price below the then par value
(if  any)  of  the shares of Common Stock, the Company will take any corporate
action  which  may,  in the opinion of its counsel, be necessary in order that
the  Company may validly and legally issue fully paid and nonassessable shares
of  Common  Stock  at  the  Exercise  Price  as  so  adjusted.
          (b)       Registration Statement.  Registered Holders will be able
to  exercise  their  Warrants  only  if  (i)(A)  the Registration Statement or
another  registration statement relating to the sale of shares of Common Stock
underlying  such  Warrants  is  then in effect, or (B) the sale of such shares
upon exercise of such Warrants is exempt from the registration requirements of
the Securities Act of 1933, as amended, and (ii) such shares are qualified for
sale  or  exempt  from qualification under applicable laws of the states where
the  Registered  Holders  reside.    The  Company  covenants  to  maintain the
Registration  Statement  or  another  registration  statement in effect at all
times  with  respect  to  the  sale  of shares of Common Stock underlying such
Warrants  until  the  Warrant  Expiration Date.  The Company also covenants to
maintain at all times all necessary or desirable state "blue sky" filings with
respect  to  the sale of shares of Common Stock underlying such Warrants until
the  Warrant  Expiration  Date.
          (c)     Stamp Taxes.  The Company shall pay all documentary, stamp
or  similar  taxes  and  other  governmental  charges that may be imposed with
respect to the issuance of Warrants, or the issuance or delivery of any shares
of  Common  Stock  upon  exercise  of the Warrants; provided, however, that if
shares  of  Common  Stock are to be delivered in a name other than the name of
the  Registered Holder of the Warrant Certificate, then no such delivery shall
be  made  unless  the person requesting the same has paid to the Warrant Agent
the  amount  of  transfer  taxes  or  charges  incident  thereto,  if  any.
          (d)         Listings.  The Company will from time to time take all
action  which  may be reasonably necessary so that the Warrants and the shares
of  Common  Stock issuable upon the exercise of the Warrants will be listed on
the principal securities exchanges and markets (including, without limitation,
the  Nasdaq  National  Market) within the United States of America, if any, on
which  any  of  the  Company's  shares  of  Common  Stock  are  then  listed.
          (e)          SEC  Reports.   So long as any of the Warrants remain
outstanding,  the  Company  shall  cause  copies  of  all quarterly and annual
financial  reports  and  of  the information, documents, and other reports (or
copies  of  such  portions of any of the foregoing as the SEC may by rules and
regulations  prescribe)  which  the  Company  is required to file with the SEC
pursuant  to  Section  13  or  15(d) of the Exchange Act ("SEC Reports") to be
filed  with  the  Warrant  Agent and mailed to the Registered Holders at their
addresses  appearing  in  the register of the Registered Holders maintained by
the Warrant Agent, in each case, within 15 days after filing with the SEC.  If
the  Company  is not subject to the requirements of Section 13 or 15(d) of the
Exchange  Act,  the  Company shall nevertheless continue to cause SEC Reports,
comparable  to those which it would be required to file pursuant to Section 13
or  15(d) of the Exchange Act if it were subject to the requirements of either
such  section,  to  be so filed with the SEC (but only if the SEC permits such
filings)  and  with the Warrant Agent and mailed to the Registered Holders, in
each case, within the same time periods as would have applied (including under
the  preceding  sentence)  had the Company been subject to the requirements of
Section  13  or  15(d)  of  the  Exchange  Act.  The Company shall provide the
Warrant  Agent with a sufficient number of copies of all SEC Reports to enable
the  Warrant  Agent to deliver to each Registered Holder at least one copy and
to each nominee Registered Holder at least one copy for each beneficial holder
for  whom  such  nominee  Registered  Holder  holds  Warrants.
          SECTION  6.    Exchange  and  Registration  of  Transfer.
          Subject  to  the restrictions on transfer contained herein or in the
Warrant  Certificates:
          (a)        Exchange of Warrant Certificates.  Warrant Certificates
may  be  exchanged  for  other  Warrant  Certificates  representing  an  equal
aggregate  number  of  Warrants  or  may  be  transferred in whole or in part.
Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent
at  its  Corporate  Office,  and upon satisfaction of the terms and provisions
herein,  the  Company  shall execute, and the Warrant Agent shall countersign,
issue  and  deliver  in  exchange  therefor,  the  Warrant  Certificate  or
Certificates  that the Registered Holder making the exchange shall be entitled
to  receive.
          (b)       Warrant Register.  The Warrant Agent shall keep books at
its  office,  in  which  it  shall register Warrant Certificates and transfers
thereof  in  accordance  with  its  regular practice. Upon due presentment for
registration of transfer of any Warrant Certificate at its office, the Company
shall  execute and the Warrant Agent shall issue and deliver to the transferee
or transferees a new Warrant Certificate or Certificates representing an equal
aggregate  number  of  Warrants.
          (c)       Exercise Form.  With respect to all Warrant Certificates
presented  for  registration  of  transfer,  or  for exchange or exercise, the
exercise  form  attached thereto must be duly endorsed, or be accompanied by a
written  instrument  or  instruments  of  transfer  and  exercise  in  form
satisfactory  to  the Warrant Agent, duly executed by the Registered Holder or
his  attorney-in-fact  duly  authorized  in  writing.
          (d)        Service Charge.  A service charge may be imposed by the
Warrant  Agent  upon the Registered Holder for any exchange or registration of
transfer  of  Warrant Certificates. The Warrant Agent may require payment by a
Registered  Holder  of a sum sufficient to cover any tax or other governmental
charge  that  may  be  imposed  in  connection  therewith.
          (e)     Registered Holder Treated as Absolute Owner.  Prior to due
presentment  for registration of transfer thereof, the Company and the Warrant
Agent  may  deem and treat the Registered Holder of any Warrant Certificate as
the  absolute  owner  thereof  and of each Warrant represented thereby for all
purposes  and  shall  not  be  affected  by  any  notice  to  the  contrary.
          SECTION  7.    Loss or Mutilation. Upon receipt by the Company and
the  Warrant Agent of evidence satisfactory to them of the ownership and loss,
theft,  destruction  or  mutilation of any Warrant Certificate and, in case of
loss, theft or destruction, of indemnity satisfactory to them, and in the case
of  mutilation,  upon  surrender  and  cancellation thereof, in the absence of
notice that the Warrant Certificate has been acquired by a bona fide purchaser
the  Company shall execute and the Warrant Agent shall countersign and deliver
to  the  Registered  Holder  in lieu thereof a new Warrant Certificate of like
tenor  representing  an equal aggregate number of Warrants. Registered Holders
requesting  a  substitute  Warrant Certificate will be required to comply with
such other reasonable regulations and pay such other reasonable charges as the
Warrant  Agent  may  prescribe.
          SECTION 8.     Adjustment of Exercise Price and Number of Shares of
Common  Stock.    The  number  of shares of Common Stock purchasable upon the
exercise of the Warrants and the Exercise Price shall be subject to adjustment
from  time  to  time  as  follows:
          (a)     Stock Splits, Combinations, etc. In case the Company shall
hereafter  (i)  pay  a  dividend or make a distribution on its Common Stock in
shares  of  its  capital  stock  (whether shares of Common Stock or of capital
stock  of  any  other  class), (ii) subdivide its outstanding shares of Common
Stock,  (iii)  combine  its  outstanding shares of Common Stock into a smaller
number  of  shares,  or (iv) issue by reclassification of its shares of Common
Stock any shares of capital stock of the Company, the Exercise Price in effect
and  the  number  of  shares  of  Common  Stock issuable upon exercise of each
Warrant  immediately  prior  to  such  action  shall  be  adjusted so that the
Registered  Holder  of  any  Warrant thereafter exercised shall be entitled to
receive  the  number  of  shares  of  capital stock of the Company at the same
aggregate  Exercise  Price  that  such  Registered  Holder  would  have  owned
immediately  following such action had such Warrant been exercised immediately
prior  thereto.    An  adjustment made pursuant to this paragraph shall become
effective  immediately  after  the  record  date in the case of a dividend and
shall  become  effective immediately after the effective date in the case of a
subdivision,  combination  or  reclassification.    If,  as  a  result  of  an
adjustment  made  pursuant  to  this  paragraph,  the Registered Holder of any
Warrant thereafter exercised shall become entitled to receive shares of two or
more  classes  of  capital stock of the Company, the Board of Directors of the
Company  (whose  determination  shall  be  conclusive)  shall  determine  the
allocation  of  the  adjusted  Exercise  Price between or among shares of such
classes  of  capital  stock.
          (b)       Reclassification, Combinations, Mergers, etc. In case of
any  reclassification or change of outstanding shares of Common Stock issuable
upon  exercise of the Warrants (other than as set forth in paragraph (a) above
and  other  than  a change in par value, or from par value to no par value, or
from  no  par  value  to  par  value  or  as  a  result  of  a  subdivision or
combination), or in case of any consolidation or merger of the Company with or
into  another  corporation or entity (other than a merger in which the Company
is  the  continuing  corporation  and  which  does  not  result  in  any
reclassification  or  change of the then outstanding shares of Common Stock or
other capital stock issuable upon exercise of the Warrants), or in the case of
any  sale  or  conveyance  of  all  or  substantially all of the assets of the
Company  followed  by  a  related  distribution to holders of shares of Common
Stock  of  cash,  securities  or  other  property, then as a condition of such
reclassification,  change,  consolidation,  merger,  or  sale  of  assets, the
Company  or  such a successor corporation or entity, as the case may be, shall
forthwith  make lawful and adequate provision whereby the Registered Holder of
each  Warrant  then  outstanding shall have the right thereafter to receive on
exercise  of  such  Warrant  the  kind and amount of shares of stock and other
securities  and  property  receivable  upon  such  reclassification,  change,
consolidation,  merger, or sale of assets, by a holder of the number of shares
of  Common  Stock  issuable upon exercise of such Warrant immediately prior to
such  reclassification,  change, consolidation, merger, or sale of assets, and
enter  into  a  supplemental  warrant agreement so providing.  Such provisions
shall  include provision for adjustments that shall be as nearly equivalent as
may  be practicable to the adjustments provided for in this Section 8.  If the
issuer  of  securities  deliverable  upon  exercise  of the Warrants under the
supplemental  warrant  agreement  is  an  affiliate of the formed or surviving
corporation  or  other  entity,  that  issuer  shall  join in the supplemental
warrant agreement.  The above provisions of this paragraph (b) shall similarly
apply  to  successive  reclassifications and changes of shares of Common Stock
and  to  successive  consolidations  or  mergers.
          (c)     Change in Number of Warrants.  The Company may elect, upon
any  adjustment  of  the  Exercise  Price  hereunder,  to adjust the number of
Warrants  outstanding,  in  lieu  of the adjustment in the number of shares of
Common  Stock  purchasable  upon  the  exercise of each Warrant as hereinabove
provided,  so  that  each  Warrant  outstanding  after  such  adjustment shall
represent  the  right to purchase one share of Common Stock. Each Warrant held
of record prior to such adjustment of the number of Warrants shall become that
number of Warrants (calculated to the nearest tenth) determined by multiplying
the  number  one  by  a fraction, the numerator of which shall be the Exercise
Price  in  effect  immediately prior to such adjustment and the denominator of
which shall be the Exercise Price in effect immediately after such adjustment.
Upon each adjustment of the number of Warrants pursuant to this Section 8, the
Company  shall,  as  promptly  as practicable, cause to be distributed to each
Registered  Holder  of  Warrant  Certificates, on the date of such adjustment,
Warrant  Certificates  evidencing,  subject to Section 9 hereof, the number of
additional  Warrants  to  which  such Registered Holder shall be entitled as a
result  of  such  adjustment  or,  at  the  option of the Company, cause to be
distributed  to such Registered Holder in substitution and replacement for the
Warrant  Certificates  held  by  such  Registered  Holder prior to the date of
adjustment  (and  upon  surrender  thereof,  if  required  by the Company) new
Warrant  Certificates  evidencing  the  number  of  Warrants  to  which  such
Registered  Holder  shall  be  entitled  after  such  adjustment.
          (d)         Deferral of Certain Adjustments.  No adjustment to the
Exercise  Price  (including  the related adjustment to the number of shares of
Common  Stock purchasable upon the exercise of each Warrant) shall be required
hereunder  unless  such  adjustment,  together  with other adjustments carried
forward as provided below, would result in an increase or decrease of at least
one  percent  of  the  Exercise  Price; provided that any adjustments which by
reason  of  this  paragraph  (i)  are not required to be made shall be carried
forward  and  taken  into account in any subsequent adjustment.  No adjustment
need  to  be  made  for  a  change  in the par value of the Common Stock.  All
calculations  under this Section 8 shall be made to the nearest 1/1,000 of one
cent  or  to  the  nearest  1/1000  of  a  share,  as  the  case  may  be.
          (e)        Other Adjustments.  In the event that at any time, as a
result  of  an  adjustment  made  pursuant  to  this Section 8, the Registered
Holders  shall  become entitled to receive any securities of the Company other
than shares of Common Stock, thereafter the number of such other securities so
receivable  upon exercise of the Warrants and the Exercise Price applicable to
such exercise shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the  shares  of  Common  Stock  contained  in  this  Section  8.
          (f)     Common Stock.  As used in this Section 8, the term "Common
Stock"  shall  mean and include the Common Stock authorized on the date of the
original  issue  of the shares of Common Stock and Warrants in connection with
the  Public  Offering and shall also include any capital stock of any class of
the  Company  thereafter  authorized  that  is  not  limited to a fixed sum or
percentage  in  respect of the rights of the holders thereof to participate in
dividends  and  in  the distribution of assets upon the voluntary liquidation,
dissolution  or  winding  up  of  the  Company.
          (g)       Notice of Change in Exercise Price.  Upon any adjustment
of  the  Exercise  Price  pursuant  to  Section  8, the Company shall promptly
thereafter  (i)  cause to be prepared a certificate of the President and Chief
Financial  Officer  of the Company setting forth the Exercise Price after such
adjustment  and  setting  forth in reasonable detail the method of calculation
and  the  facts  upon  which such calculations are based and setting forth the
number  of  shares  of  Common  Stock (or portion thereof) issuable after such
adjustment in the Exercise Price upon exercise of a Warrant and payment of the
adjusted Exercise Price, which certificate shall be conclusive evidence of the
correctness  of  the matters set forth therein absent manifest error, provided
that if the Warrant Agent reasonably requests, the Company shall engage a firm
of independent public accountants of recognized standing selected by the Board
of  Directors  of the Company (who may be the regular auditors of the Company)
to  prepare  and  file  such  certificate  in  lieu  of the certificate of the
President and Chief Financial Officer, in which case such certificate shall be
conclusive  evidence  of  the matters set forth therein absent manifest error,
and  (ii) deliver the Warrant Agent at its Corporate Office and to each of the
Registered Holders of the Warrant Certificates at the address appearing on the
registry  books  maintained  by  the  Warrant  Agent  written  notice  of such
adjustments  by first-class mail, postage prepaid.  The Warrant Agent shall be
entitled  to  rely  on  the above-referenced certificate and shall be under no
duty or responsibility with respect to any such certificate, except to exhibit
the  same  from  time  to time to any Registered Holder desiring an inspection
thereof  during reasonable business hours.  The Warrant Agent shall not at any
time be under any duty or responsibility to any Registered Holder to determine
whether  any  facts  exist  that  may  require any adjustment of the number of
shares  of Common Stock or other stock or property issuable on exercise of the
Warrants or the Exercise Price, or with respect to the nature or extent of any
such  adjustment  when  made, or with respect to the method employed in making
such adjustment or the validity or value (or the kind or amount) of any shares
of  Common  Stock or other stock or property which may be issuable on exercise
of  the  Warrants.
          (h)          Notice of Certain Events.  With respect to any Notice
Event,  the  Company  shall cause to be filed with the Warrant Agent and shall
cause  to  be  given  to  each  of  the  Registered  Holders  of  the  Warrant
Certificates  at  such  Registered  Holder's address appearing on the registry
books  maintained  by  the  Warrant  Agent,  at  least  20  days  prior to the
applicable  record  date  hereinafter  specified,  or  promptly in the case of
events  for  which  there  is  no  record  date,  by first class mail, postage
prepaid,  a  written  notice  stating  (i) the date as of which the holders of
record of shares of Common Stock entitled to receive any such rights, options,
warrants or distribution is to be determined, (ii) the initial expiration date
set forth in any tender offer or exchange offer for shares of Common Stock, or
(iii)  the date on which any such consolidation, merger, conveyance, transfer,
dissolution,  liquidation  or  winding  up  is expected to become effective or
consummated, and the date as of which it is expected that holders of record of
shares  of  Common  Stock  shall  be  entitled  to  exchange  such  shares for
securities  or other property, if any, deliverable upon such reclassification,
consolidation,  merger,  conveyance,  transfer,  dissolution,  liquidation  or
winding  up.   The failure to give the notice required by this Section 8(h) or
any  defect  therein  shall  not  affect  the  legality  or  validity  of  any
distribution,  right,  option,  warrant,  consolidation,  merger,  conveyance,
transfer,  dissolution,  or  liquidation  or  winding up, or the vote upon any
action, provided that the Registered Holders shall retain any right to damages
from  the  Company  with  respect  to  such  failure.
          SECTION  9.          Fractional  Warrants  and Fractional Shares. 
Regardless  of whether or not the number of shares of Common Stock purchasable
upon  the  exercise  of each Warrant is adjusted pursuant to Section 8 hereof,
the  Company  shall nevertheless not be required to issue or sell fractions of
shares  upon  exercise  of  the  Warrants  or  otherwise,  or  to  distribute
certificates  that evidence fractional shares. With respect to any fraction of
a share called for upon the exercise of any Warrants, the Company shall pay to
the  Registered  Holder an amount in cash equal to such fraction multiplied by
the  "current  market  price"  per  share.    To  the  extent possible, upon a
Registered  Holder's  exercise of more than one Warrant the shares issuable or
transferable shall be aggregated so that the Company shall only be required to
pay  for  the  value  of  one  fractional  share.
          The  "current  market  price"  per share of Common Stock at any date
shall be the average of the daily closing prices for the shorter of (i) the 20
consecutive  trading  days ending on the last full trading day on the exchange
or  market  described  below  prior  to  the Time of Determination (as defined
below)  and  (ii)  the period commencing on the date next succeeding the first
public  announcement  of  the  issuance,  sale,  distribution  or  granting in
question  through  such  last  full  trading  day  prior  to  the  Time  of
Determination.    The term "Time of Determination" as used herein shall be the
time  and date of the earlier to occur of (A) the date as of which the current
market  price  is  to  be  computed  and (B) the last full trading day on such
exchange  or  market  before  the commencement of "ex-dividend" trading in the
Common Stock relating to the event giving rise to the adjustment.  The closing
price  for  any  day  shall be the last reported sale price regular way or, in
case no such reported sale takes place on such day, the average of the closing
bid  and  asked  prices  regular  way  for  such  day, in each case (1) on the
principal national securities exchange on which the shares of Common Stock are
listed  or  to  which such shares are admitted to trading or (2) if the Common
Stock  is not listed or admitted to trading on a national securities exchange,
in  the  over-the-counter  market  as  reported by the National Association of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq National Market")
or  any  comparable  system or (3) if the Common Stock is not listed on Nasdaq
National  Market  or  a  comparable system, as furnished by two members of the
NASD selected from time to time in good faith by the Board of Directors of the
Company  for  that purpose.  In the absence of all of the foregoing, or if for
any reason the current market price per share cannot be determined pursuant to
the  foregoing  provisions of this paragraph (9), the current market price per
share  shall  be  the fair market value thereof as determined in good faith by
the  Board  of  Directors  of  the  Company.
          SECTION  10.    Warrant  Holders  Not  Deemed  Stockholders.  No
Registered  Holder shall, as such, be entitled to vote or to receive dividends
or  be  deemed  the holder of Common Stock that may at any time be issuable or
transferable  upon  exercise  of such Warrants for any purpose whatsoever, nor
shall  anything  contained  herein  be  construed to confer upon the holder of
Warrants,  as  such,  any of the rights of a stockholder of the Company or any
right  to  vote  for the election of directors or upon any matter submitted to
stockholders  at  any  meeting  thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issue or reclassification
of  stock,  change  of  par  value  or  change  of  stock  to  no  par  value,
consolidation,  merger  or  conveyance  or otherwise), or to receive notice of
meetings,  or  to  receive  dividends  or  subscription  rights,  until  such
Registered Holder shall have exercised such Warrants and been issued shares of
Common  Stock  in  accordance  with  the  provisions  hereof.
          SECTION  11.   Rights of Action. All rights of action with respect
to  this  Agreement  are  vested  in  the respective Registered Holders of the
Warrants,  and  any  Registered  Holder  of  a Warrant, without consent of the
Warrant  Agent  or  of the holder of any other Warrant, may, on his or her own
behalf  and for his or her own benefit, enforce against the Company his or her
right  to  exercise the Warrants for the purchase of shares of Common Stock in
the  manner  provided  in  the  Warrant  Certificate  and  this  Agreement.
          SECTION  12.    Agreement  of  Warrant  Holders. Every holder of a
Warrant,  by  his  or  her  acceptance  thereof,  consents and agrees with the
Company,  the  Warrant  Agent  and  every  other  holder  of  a  Warrant that:
          (a)      Transfer of Warrants.  The Warrants are transferable only
on the registry books of the Warrant Agent by the Registered Holder thereof in
person  or  by his attorney-in-fact duly authorized in writing and only if the
Warrant  Certificates representing such Warrants are surrendered at the office
of  the  Warrant Agent, duly endorsed or accompanied by a proper instrument of
transfer  satisfactory  to  the Warrant Agent in its sole discretion, together
with  payment  of  any  applicable  transfer  taxes;  and
          (b)      Registered Holder Treated as Absolute Owner.  The Company
and  the Warrant Agent may deem and treat the person in whose name the Warrant
Certificate  is  registered  as  the  Registered  Holder  thereof  and  as the
absolute,  true  and  lawful owner of the Warrants represented thereby for all
purposes,  and  the Company and the Warrant Agent shall not be affected by any
notice  or  knowledge  to  the  contrary.
          SECTION 13.  Cancellation of Warrant Certificates.  If the Company
shall  acquire  any  Warrants, the Warrant Certificate or Warrant Certificates
evidencing  the same shall thereupon be canceled by the Warrant Agent, and the
Company  shall  retire  such  Warrants.    The Warrant Agent shall also cancel
Warrant  Certificates  surrendered  to the Warrant Agent following exercise of
any  or  all  of  the  Warrants  represented  thereby  or  delivered to it for
transfer,  split-up,  combination  or  exchange.
          SECTION  14.  Concerning the Warrant Agent. The Warrant Agent acts
hereunder  as  agent  and  in  a ministerial capacity for the Company, and its
duties  shall be determined solely by the provisions hereof. The Warrant Agent
shall  not, by issuing and delivering Warrant Certificates or by any other act
hereunder,  be deemed to make any representations as to the validity, value or
authorization  of the Warrant Certificates or the Warrants represented thereby
or  of any securities or other property delivered upon exercise of any Warrant
or  whether  any  stock  issued upon exercise of any Warrant is fully paid and
nonassessable.
          The Warrant Agent shall account promptly to the Company with respect
to  Warrants  exercised  and  concurrently  deposit all moneys received by the
Warrant  Agent upon the exercise of Warrants into an account of the Company as
designated in writing by the Company or as the Company may otherwise direct in
writing.    The  Warrant Agent shall, upon request of the Company from time to
time,  deliver to the Company such complete reports of registered ownership of
the  Warrants  and  such  complete records of transactions with respect to the
Warrants  as  the  Company  may  request.  The  Warrant  Agent shall also make
available  to  the  Company  for inspection by their agents or employees, from
time  to  time as they may request, such original books of accounts and record
as  may be maintained by the Warrant Agent in connection with the issuance and
exercise  of  Warrants  hereunder,  such  inspections  to occur at the Warrant
Agent's  Corporate  Office  during  normal  business  hours.
          The  Warrant  Agent  shall  not  at  any  time  be under any duty or
responsibility  to  any  Registered  Holder  to  make  or cause to be made any
adjustment  of  the Exercise Price provided in this Agreement, or to determine
whether  any  fact  exists  which  may  require  any such adjustments, or with
respect  to  the  nature  or extent of any such adjustment, when made, or with
respect  to  the  method employed in making the same.  The Warrant Agent shall
not  be  (i)  liable for any recital or statement of facts contained herein or
for  any  action  taken,  suffered or omitted by it in reliance on any Warrant
Certificate or other document or instrument believed by it in good faith to be
genuine  and  to have been signed or presented by the proper party or parties,
(ii) responsible for any failure on the part of the Company to comply with any
of its covenants and obligations contained in this Agreement or in any Warrant
Certificate,  or  (iii) liable for any act or omission in connection with this
Agreement  except  for  its  own negligence or willful misconduct. The Warrant
Agent  may  at  any  time  consult with counsel satisfactory to it (who may be
counsel  for  the  Company) and shall incur no liability or responsibility for
any  action  taken, suffered or omitted by it in good faith in accordance with
the  opinion  or  advice  of  such  counsel.
          Any  notice,  statement,  instruction,  request, direction, order or
demand  of the Company shall be sufficiently evidenced by an instrument signed
by  the  Chairman  of  the  Board,  the  President,  any  Vice  President, the
Treasurer,  any Assistant Treasurer, the Secretary, or any Assistant Secretary
(unless  other evidence in respect thereof is herein specifically prescribed).
The  Warrant  Agent  shall  not  be  liable  for any action taken, suffered or
omitted by it in accordance with such notice, statement, instruction, request,
direction,  order  or  demand  believed  by  it  to  be  genuine.
          The  Company agrees to pay the Warrant Agent reasonable compensation
for  its  services  hereunder  and to reimburse it for its reasonable expenses
hereunder,  including  reasonable  legal  fees.  The Company further agrees to
indemnify  the  Warrant Agent and save it harmless against any and all losses,
expenses  and  liabilities,  including  judgments,  costs  and legal fees, for
anything  done  or omitted by the Warrant Agent in the execution of its duties
and  powers  hereunder  except  losses,  expenses and liabilities arising as a
result  of  the  Warrant  Agent's  negligence  or  willful  misconduct.
          The  Warrant  Agent may resign its duties and be discharged from all
further  duties  and  liabilities  hereunder  (except liabilities arising as a
result  of  the Warrant Agent's own negligence or willful misconduct), upon 30
days  prior  written  notice  to the Company and the Company may discharge the
Warrant  Agent  from  its duties and liabilities hereunder (except liabilities
arising  as  a  result  of  the  Warrant  Agent's  own  negligence  or willful
misconduct)  upon  30 days prior written notice to the Warrant Agent. At least
15  days  prior  to  the  date  such  resignation  or  discharge  is to become
effective,  the Warrant Agent shall cause a copy of such notice of resignation
or discharge to be mailed to the Registered Holder of each Warrant Certificate
at the Company's expense. Upon such resignation or discharge, or any inability
of the Warrant Agent to act as such hereunder, the Company shall appoint a new
warrant  agent  in writing. If the Company shall fail to make such appointment
within  a  period  of  15  days  after it has been notified in writing of such
resignation  by  the  resigning  Warrant  Agent, or within a period of 15 days
after  the  Warrant  Agent has been notified by the Company of such discharge,
then  the  Registered Holder of any Warrant Certificate may apply to any court
of  competent jurisdiction for the appointment of a new warrant agent. Any new
warrant agent, whether appointed by the Company or by such a court, shall be a
bank  or  trust  company  having  a  capital and surplus, as shown by its last
published  report to its stockholders, of not less than $10,000,000 or a stock
transfer  company.  After acceptance in writing of such appointment by the new
warrant  agent  is received by the Company, the Warrant Agent's resignation or
discharge  shall be deemed to be effective and such new warrant agent shall be
vested  with the same powers, rights, duties and responsibilities as if it had
been  originally  named  herein  as  the  Warrant  Agent,  without any further
assurance,  conveyance,  act  or  deed;  but  if  for  any  reason it shall be
necessary  or  expedient  to  execute  and  deliver  any  further  assurance,
conveyance,  act or deed, the same shall be done at the expense of the Company
and  shall  be  legally  and  validly  executed and delivered by the resigning
Warrant Agent.  Not later than the effective date of any such appointment, the
Company  shall  file notice thereof with the resigning Warrant Agent and shall
forthwith cause a copy of such notice to be mailed to the Registered Holder of
each  Warrant  Certificate.
          Any  corporation  into  which  the Warrant Agent may be converted or
merged  or  any  corporation  resulting  from  any  consolidation to which the
Warrant  Agent  shall  be  a  party or any corporation succeeding to the trust
business  of  the  Warrant Agent shall be a successor warrant agent under this
Agreement  without any further act, provided that such corporation is eligible
for  appointment as successor to the Warrant Agent under the provisions of the
preceding  paragraph.  Any  such  successor warrant agent shall promptly cause
notice  of its succession as warrant agent to be mailed to the Company and the
Registered  Holder  of  each  Warrant  Certificate.
          The  Warrant  Agent, its subsidiaries and affiliates, and any of its
or  their  officers  or  directors, may buy and hold or sell Warrants or other
securities  of  the  Company  and  otherwise deal with the Company in the same
manner  and  to  the  same  extent and with like effects as though it were not
Warrant  Agent. Nothing herein shall preclude the Warrant Agent from acting in
any  other  capacity  for  the  Company  or  for  any  other  legal  entity.
          SECTION  15.    Modification  of  Agreement.
          (a)     Approval of Registered Holders.  Subject to the provisions
of Section 15(b) hereof, the Company and the Warrant Agent may by supplemental
agreement make any changes or corrections in this Agreement that (i) they deem
appropriate  to cure any ambiguity or to correct any defective or inconsistent
provision  or  manifest  mistake  or  error herein contained or (ii) they deem
necessary  or  desirable and which shall not adversely affect the interests of
the  holders  of  Warrant  Certificates;  provided,  however,  that  except as
otherwise  indicated  in this section and this Agreement, this Agreement shall
not  otherwise  be modified, supplemented or altered in any respect, including
the  modification  of  the  number  of  shares  of  Common Stock issuable upon
exercise  of the Warrants, the Exercise Price and the Warrant Expiration Date,
except  with the consent in writing of the Company, the Warrant Agent, and the
Registered  Holders  of  Warrant  Certificates  representing  not  less  than
two-thirds  of  the  Warrants  then  outstanding.
          (b)        Decrease in Exercise Price.  The Company shall have the
right  at  any time and from time to time to decrease the Exercise Price for a
period  of not less than 30 days on not less than 30 days prior written notice
to  the  Registered  Holders  of  the  Warrants.
          SECTION  16.    Notices. All notices, requests, consents and other
communications  hereunder shall be in writing and shall be deemed to have been
made  when  delivered  or  mailed  first  class  registered or certified mail,
postage  prepaid  as  follows:  if  to  the  Registered  Holder  of  a Warrant
Certificate,  at  the  address  of  such holder as shown on the registry books
maintained  by the Warrant Agent; if to the Company, at 1400 Old Country Road,
Westbury,  New York 11590 Attention:  President (with a copy to: Blau, Kramer,
Wactlar  &  Lieberman,  P.C., 100 Jericho Quadrangle, Jericho, New York 11753,
Attention:  Nancy  Lieberman,  Esq., Facsimile No.: (516) 822-5609); if to the
Warrant  Agent,  at  its  Corporate  Office.
          SECTION  17.    Governing Law. This Agreement shall be governed by
and  construed  in  accordance with the laws of the State of New York, without
reference  to  principles  of  conflict  of  laws.
          SECTION  18.  Binding Effect. This Agreement shall be binding upon
and  inure  to  the  benefit  of  the Company and the Warrant Agent (and their
respective  successors  and  assigns)  and  the  holders  from time to time of
Warrant  Certificates.  Nothing  in  this  Agreement  is  intended or shall be
construed  to  confer  upon  any  other  person any right, remedy or claim, in
equity  or  at  law, or to impose upon any other person any duty, liability or
obligation.
          SECTION  19.    Termination. This Agreement shall terminate on the
earliest  to  occur  of  (a)  the Expiration Date, (b) the date upon which all
Warrants  have  been exercised and (c) the date on which the Company certifies
to  the Warrant Agent that no Warrants are outstanding; provided however, that
notwithstanding  any such termination, the Warrant Agent shall be obligated to
deliver  funds  to  the  Company  in  accordance  with  this  Agreement.
          SECTION  20.    Counterparts.  This  Agreement  may be executed in
counterparts,  all of which taken together shall constitute a single document.
          [THE  REMAINDER  OF  THIS  PAGE  IS  INTENTIONALLY  LEFT  BLANK]

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be  duly  executed  and  delivered  as  of  the  date  first  above  written.
     NATHAN'S  FAMOUS,  INC.

     __________________________________
     By:  __________________________
     Wayne  Norbitz
     President


     AMERICAN  STOCK  TRANSFER  &  TRUST  COMPANY

     ___________________________________
     By:  ___________________________
     Authorized  Officer


                                  EXHIBIT A




                                      No. W __________     __________ Warrants



                             WARRANT CERTIFICATE
                            NATHAN'S FAMOUS, INC.

     This  Warrant  Certificate certifies that ____________, or its registered
assigns  is  the  registered holder (the "Registered Holder") of the number of
Warrants  set  forth above, each of which represents the right to purchase one
fully  paid  and nonassessable share of common stock, par value $.10 per share
(the  "Common  Stock"),  of Nathan's Famous, Inc., a Delaware corporation (the
"Company"),  at any time until the Expiration Date hereinafter referred to, by
surrendering this Warrant Certificate, with the exercise form set forth hereon
duly  executed  with  signatures  guaranteed  as provided below, at the office
maintained  pursuant to the Warrant Agreement hereinafter referred to for that
purpose  by American Stock Transfer & Trust Company, 40 Wall Street, New York,
New  York   10005, and any other offices of the Warrant Agent or its successor
designated  for  such  purpose (any such warrant agent being herein called the
"Warrant  Agent"),  and  by  paying  in  full the sum of $6.00 per share on or
before  the  Expiration  Date  (as defined below) (the "Exercise Price"), plus
transfer  taxes, if any. Payment of the Exercise Price shall be made in United
States currency, by certified check or money order payable to the order of the
Company.
     Upon  certain  events provided for in the Warrant Agreement, the Exercise
Price  and  the number of shares of Common Stock issuable upon the exercise of
each  Warrant  are  required  to  be  adjusted.
     No  Warrant  may  be  exercised  after  5:00 p.m. (New York City time) on
______   __, 2002 or on such expiration date as may be extended to maintain an
effective  registration statement under the Securities Act of 1933, as amended
(the  "Securities  Act")  for  at  least  90  consecutive  days  prior to such
expiration  date  (the  "Expiration  Date").  After  the  Expiration Date, all
Warrants  evidenced  hereby  shall  thereafter  become  void,  and the holders
thereof  shall have no rights hereunder. Prior to the Expiration Date, subject
to  any  applicable laws, rules or regulations restricting transferability and
to  any  restriction  on  transferability  that  may  appear  on  this Warrant
Certificate  in  accordance  with  the  terms  of  the  Warrant Agreement, the
Registered  Holder  shall  be entitled to transfer this Warrant Certificate in
whole  or  in part upon surrender of this Warrant Certificate at the office of
the  Warrant Agent with the form of assignment set forth hereon duly executed,
with signatures guaranteed by a member firm of a national securities exchange,
a commercial bank, a savings bank or a savings and loan association or a trust
company  located in the United States, a member of the National Association of
Securities  Dealers,  Inc.  or other eligible guarantor institution which is a
participant  in  a  signature  guarantee program (as such terms are defined in
Rule  17Ad-15 under the Securities Exchange Act of 1934, as amended). Upon any
such  transfer, a new Warrant Certificate or Warrant Certificates representing
the  same  aggregate  number of Warrants will be issued in accordance with the
instructions  in  the  form  of  assignment.
     No  Warrant  is  exercisable  unless,  at  the time of such exercise, the
Company  has  a  registration  statement  in  effect  under the Securities Act
covering  the shares of Common Stock issuable or transferable upon exercise of
such  Warrant,  and  such  shares  have been registered or qualified under the
securities laws of the state of residence of the exercising Registered Holder,
or  such  issuance or transfer is exempt from the registration requirements of
the  Securities  Act  and  such  shares  of  Common Stock are exempt from such
registration  or  qualification.
     Upon  the  exercise  of  less  than all of the Warrants evidenced by this
Warrant  Certificate,  there  shall  be  issued to the Registered Holder a new
Warrant  Certificate  in  respect  of  the  Warrants  not  exercised.
     Prior  to the Expiration Date, the Registered Holder shall be entitled to
exchange this Warrant Certificate, with or without other Warrant Certificates,
for another Warrant Certificate or Warrant Certificates for the same aggregate
number  of  Warrants, upon surrender of this Warrant Certificate at the office
maintained  for  such  purpose  by  the  Warrant  Agent.
     No  fractional shares will be issued upon the exercise of Warrants. As to
any  final  fraction  of  a  share, which the Registered Holder of one or more
Warrant  Certificates,  the  rights  under  which  are  exercised  in the same
transaction,  would  otherwise be entitled to purchase upon such exercise, the
Registered  Holder shall be paid the cash value thereof determined as provided
in  the  Warrant  Agreement.
     This Warrant Certificate is issued under and in accordance with a Warrant
Agreement  between the Company and the Warrant Agent (the "Warrant Agreement")
and  is  subject  to  the  terms  and  provisions  contained  in  said Warrant
Agreement, to all of which terms and provisions the Registered Holder consents
by  acceptance  hereof.
     This  Warrant  Certificate shall not entitle the Registered Holder to any
of  the rights of a stockholder of the Company, including, without limitation,
the  right to vote, to receive dividends and other distributions, or to attend
or  receive any notice of meetings of stockholders or any other proceedings of
the  Company.
     This  Warrant  Certificate  shall  not  be valid for any purpose until it
shall  have  been  countersigned  by  the  Warrant  Agent.



     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly  executed  under  its  corporate  seal.
                                   NATHAN'S  FAMOUS,  INC.

                              ___________________________
                              BY:  _______________________
                                      President


[SEAL]
                                      Treasurer


                              COUNTERSIGNED:
                              AMERICAN  STOCK  TRANSFER  &
                              TRUST    COMPANY,  WARRANT  AGENT


                              ___________________________________
                              By:Authorized  Officer




                                [REVERSE SIDE]
                                Exercise Form

     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right,
represented by this Warrant Certificate, to receive           shares of Common
Stock  and  herewith  makes payment therefor.  The undersigned requests that a
certificate for such shares be registered in the name of               , whose
address  is                     and whose social security or other identifying
number is _________________, and that such shares be delivered to             
      ,  whose  address  is                               .  If said number of
shares  is  less than all of the shares of Common Stock purchasable hereunder,
the  undersigned  requests  that  a  new  Warrant Certificate representing the
balance  of  such  shares  be  registered in the name of                    ,
whose address is                                                              
        and  whose  social  security  or  other  identifying  number  is
_________________,  and that such Warrant Certificate be delivered to         
whose  address  is                                               .




Date:

Signature

Signature  Guaranteed:





 The  signature  to  the  exercise form must correspond to the name as written
upon  the  face  of  this  Warrant  Certificate  in  every particular, without
alteration  or  enlargement or any change whatsoever.  The signature should be
guaranteed  by an eligible guarantor institution (banks, stockbrokers, savings
and  loan  associations  and  credit  unions  with  membership  in an approved
signature  guarantee  medallion  program),  pursuant  to  Rule  17Ad-15.






                              Form of Assignment





     For  value  received, the undersigned hereby sells, assigns and transfers
unto  _______  ___________________,  whose address is ________________________
and  whose  social security or other identifying number is __________________,
the  Warrants  represented  by  this Warrant Certificate (or ____ Warrants, if
less  than  all  of  the Warrants represented by this certificate), and hereby
irrevocably  constitutes  and  appoints  the  Warrant  Agent  as  his  or  her
attorney-in-fact  to  transfer  this  Warrant  Certificate in the books of the
Warrant Agent maintained for such purpose, with full power of substitution and
re-substitution  in the premises.  If said number of Warrants is less than all
of the Warrants evidenced by this certificate, the undersigned requests that a
new  Warrant  Certificate  representing  the  balance  of  such  Warrants  be
registered  in  the  name  of  _____________________,  whose  address  is
_______________________________ and whose social security or other identifying
number  is ________________, and that such Warrant Certificate be delivered to
___________________,  whose  address  is  _____________________________.



Date:

Signature

Signature  Guaranteed:




 The  signature  to the assignment form must correspond to the name as written
upon  the  face  of  this  Warrant  Certificate  in  every particular, without
alteration  or  enlargement or any change whatsoever.  The signature should be
guaranteed  by an eligible guarantor institution (banks, stockbrokers, savings
and  loan  associations  and  credit  unions  with  membership  in an approved
signature  guarantee  medallion  program),  pursuant  to  Rule  17Ad-15.




                                                                     EXHIBIT B


                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT


This  Amended  and  Restated  Employment  Agreement made as of the 15th day of
January,  1999  ("Agreement"),  by  and  between  MIAMI  SUBS  CORPORATION,  a
corporation  incorporated  under  the  laws  of the State of Florida, with its
principal  place  of  business at 6300 Northwest 31st Avenue, Fort Lauderdale,
Florida  33309  (the  "Company"),  and Donald L. Perlyn, residing at 2798 N.W.
27th  Terrace,  Boca  Raton,  Fl.  33434  (the  "Executive").

     W  I  T  N  E  S  S  E  T  H  :

WHEREAS,  the Company and the Executive are parties to that certain Employment
Agreement  made  as  of December 1, 1998 (the "Initial Employment Agreement");
WHEREAS, the Company and the Executive desire to amend and restate the Initial
Employment  Agreement as a condition to and in connection with consummation of
the  merger  of  Miami  Acquisition  Corp.  ("Merger  Sub"),  a  wholly  owned
subsidiary  of  Nathan's  Famous,  Inc. ("Parent"), with and into the Company,
whereby  the  Company  will  become  a  wholly owned subsidiary of Parent (the
"Merger")  pursuant  to  that certain Agreement and Plan of Merger dated as of
January  15,  1999  (the "Merger Agreement"), among the Parent, Merger Sub and
the  Company;
WHEREAS,  on  the  Effective  Date  (as  hereinafter defined), the Company and
Executive intend this Agreement to supersede any existing employment agreement
among  the  parties,  including  the  Initial  Employment  Agreement;
WHEREAS,  the  Parent  desires  to  comply with, and be bound by the terms and
conditions  of  this  Agreement.
NOW,  THEREFORE,  in consideration of the premises and of the mutual covenants
and  agreements  herein contained, the Company and Executive agree that on the
Effective  Date the Initial Employment Agreement shall be amended and restated
as  follows:
     1.       Recitals:  The foregoing recitals are true and correct and are
incorporated  herein  by  reference  thereto.
     2.          Employment.The  Company hereby agrees to continue to employ
Executive,  and Executive agrees to continue to be employed by the Company, on
the terms and conditions herein contained, to serve as the President and Chief
Operating  Officer  of  the  Company and a member of the Board of Directors of
each  of the Company and the Parent.  In addition, the Executive hereby agrees
to  be  involved  in the day-to-day operations of Parent (including any of its
other  affiliated  entities)  as  the  Board  of  Directors  of  Parent  shall
reasonably  require  from  time  to  time.    The  Executive  shall  devote
substantially  all  of  his  business  time,  energy, skill and efforts to the
performance  of his duties hereunder and shall faithfully and diligently serve
the  Company.  The foregoing shall not prevent Executive from participating in
not-for-profit  activities  or  from managing his passive personal investments
provided  that  these  activities do not materially interfere with Executive's
obligations  hereunder.
     3.          Term  of  Employment.     Executive's employment under this
Agreement  shall  be for a term commencing on the effective date of the Merger
(the  "Effective  Date")  and,  subject  to earlier termination as provided in
Section  8  below,  terminating on the third anniversary of the Effective Date
(the  "Initial  Term").   The Initial Term shall be automatically extended for
successive  one-year periods (the "Additional Terms") unless terminated at the
end  of  the  Initial  Term  or  any  Additional Term by either party upon one
hundred  eighty (180) days' prior written notice given to the other party (the
Initial  Term and any Additional Terms shall be referred to as the "Employment
Term").    Notwithstanding  anything  else herein, the provisions of Section 9
hereof  shall  survive and remain in effect notwithstanding the termination of
the  Employment  Term.
     4.     Compensation.     (a)     As compensation for his services under
this  Agreement,  the  Company shall pay Executive a salary at the rate of Two
Hundred  Thousand  Dollars ($200,000) per year (the "Base Salary"), payable in
equal  installments  (not  less  frequently  than  monthly)  and  subject  to
withholding  in  accordance  with the Company's normal payroll practices.  The
Executive's  Base  Salary shall be reviewed annually by the Company and may be
increased,  but  not  decreased,  in  the  Company's  sole  discretion.
          (b)      In addition to the Base Salary, Executive shall participate
in any executive bonus program established by the Company and Parent from time
to  time.    Notwithstanding  the  foregoing, the Company will pay Executive a
bonus of not less than three percent (3%) of the pre-tax income of the Company
for  each  fiscal  year,  payable within forty-five (45) days after the end of
each  such year  In the event that Executive's employment under this Agreement
is  terminated  pursuant  to  Section  8(a)(v)  prior  to  December  31, 2001,
Executive  agrees  to  reimburse  the  Company for the pro-rata portion of the
bonus  paid  to him in January 1999 pursuant to Section 3(b)(i) of the Initial
Employment  Agreement  computed by dividing the number of months from the date
of  termination  to December 31, 2001 by 37 months, and multiplying such ratio
by  the  amount  of  the  bonus.
     5.      Benefits and Fringes.     During the Employment Term, Executive
shall  be  entitled  to  such  benefits  and fringes, if any, as are generally
provided  from  time  to  time  by  the Company and/or Parent to its executive
employees  of  a  comparable  level,  including  any  life,  medical or dental
insurance  plans  for  the  benefit  of Executive and members of his immediate
family, and pension, profit-sharing, 401(k) and other similar plans and on the
same terms as so provided.  Notwithstanding the foregoing, the Executive shall
be  provided  with  long-term  disability insurance providing for payment of a
minimum  monthly  benefit  of  $6,896  and with life insurance, payable to his
designated  beneficiary,  at  least equal to $1,000,000; and provided, further
that  Executive  shall  be  furnished  a  Company  automobile.
     6.          Expenses.          The Company shall reimburse Executive in
accordance  with  its  expense  reimbursement policy as in effect from time to
time  for  all reasonable expenses, including, without limitation, Executive's
professional  dues, license fees, continuing educational courses, professional
association membership fees, airplane travel and other travel expenses and all
reasonable  expenses  related  to  his  Company automobile (including, without
limitation,  repairs,  maintenance,  insurance  and  gasoline),  incurred  by
Executive  in  connection  with  the  performance  of  his  duties  under this
Agreement  upon  the  presentation by Executive of an itemized account of such
expenses  and  appropriate  receipts.
     7.         Vacation.     During the Employment Term, Executive shall be
entitled to vacation in accordance with the Company's practices, provided that
Executive  shall  not be entitled to less than four (4) weeks paid vacation in
each  full  contract year.  Any vacation not taken in any year shall be deemed
to  be  forfeited  by  the  Executive  as of January 1 of the succeeding year.
     8.      Termination.          (a)     Executive's employment under this
Agreement  and  the  Employment  Term  shall  terminate  as  follows:
     (i)          automatically  on  the  date  of  Executive's  death.
     (ii)         Upon written notice given by the Company to the Executive if
Executive  is  unable  to  perform  his material duties hereunder for 180 days
(whether  or  not  continuous)  during  any  period of 360 consecutive days by
reason  of  physical  or  mental  disability.
     (iii)      Upon written notice by the Company to the Executive for Cause.
Cause  shall  mean  (A) the Executive's conviction of a felony involving moral
turpitude  (after  exhaustion  or  lapse of all rights of appeal); (B) willful
refusal  to  perform  his  duties  as President and Chief Operating Officer or
director  of the Company and as otherwise set forth in Section 2 hereof, which
is not remedied promptly after receipt by the Executive of written notice from
the  Company specifying the details thereof; and (C) Executive's dishonesty in
the  performance  of his duties.  Upon a termination for Cause, Executive (and
his  representative) shall be given the opportunity to appear before the Board
of  Directors  of  the  Company  (the  "Board")  to  explain why the Executive
believes  that  Cause did not occur.  Such appearance shall be scheduled on no
less  than  twenty  (20)  and  no  more than forty (40) days written notice to
Executive.  In the event the Board agrees with the Executive, which shall be a
determination  made  in  its  sole  discretion,  the  Executive  shall  be
retroactively  reinstated  in  his  position.   The removal pending such Board
meeting  shall  not  be  deemed  Good  Reason  under  (vi)  below.
     (iv)          Upon  written  notice  by  the  Company  without  Cause.
     (v)          Upon the voluntary resignation of the Executive without Good
Reason  upon  sixty  (60)  days prior written notice to the Company (which the
Company  may  in  its  sole  discretion  make  effective  earlier).
     (vi)        Upon the written resignation of the Executive for Good Reason
stating  with  specificity  the details of the Good Reason, if the stated Good
Reason  is  not  cured  within thirty (30) days of the giving of such notice. 
"Good  Reason"  shall  mean  (A)  relocation  of  the  Executive's  office, or
materially  change  the location at which Executive is required to perform his
duties,  from  within  the  Territory,  (B)  any  material  reduction  in  his
authority,  duties or responsibilities or (C) any other material breach of any
provision  of this Agreement by the Company.  For purposes hereof, "Territory"
shall  mean  Broward,  Miami-Dade  and  Palm  Beach  Counties,  Florida.
     (vii)      Upon written notice of non-renewal by the Company or Executive
pursuant  to  Section  3  hereof.
     (b)        Upon any termination of the Employment Term Executive shall be
entitled to receive any unpaid salary and accrued vacation through his date of
termination  and  any  benefits  under any benefit plan in accordance with the
terms  of  said  plan.    In  addition,  (i) if the termination is pursuant to
(a)(iv) or (a)(vi) above, Executive shall receive (without a duty to mitigate)
severance pay in a lump sum equal to three (3) times the amount of Executive's
Base  Salary  in effect at the time of termination, and (ii) if termination is
by  the Company pursuant to (a)(vii) above, Executive shall receive (without a
duty to mitigate) severance pay in a lump sum equal to Executive's Base Salary
in  effect at the time of termination.  Such lump sum severance payments shall
be paid within thirty (30) and fifteen (15) days, respectively, after the date
of  termination.    In  the  event  termination  is pursuant to (a)(ii) alone,
Executive  shall  receive  in  monthly  payments  for  one (1) year thereafter
Executive's  Base  Salary  in effect at the time of termination reduced by any
disability  benefits  or  worker's compensation salary replacement he receives
from  any program sponsored or made available by the Company or a governmental
entity.    In the event of termination other than pursuant to (a)(i), (a)(iii)
or  (a)(v),  to  the  extent  the Executive or his dependents are eligible for
COBRA  coverage,  the  Company  shall  pay  the  cost of such coverage for the
maximum  period  permitted under federal law.  The Company shall have no other
obligations  to  the  Executive.
           9. Confidential  Information  and  Non-Competition.
          (a)     Executive acknowledges that as a result of his employment by
the  Company,  Executive will obtain secret and confidential information as to
the  Company  and its affiliated entities, that the Company and its affiliated
entities  will  suffer  substantial  damage,  which  would  be  difficult  to
ascertain,  if  Executive shall enter into Competition (as defined below) with
the  Company  or any of its affiliated entities and that because of the nature
of  the  information  that  will be known to Executive it is necessary for the
Company and its affiliated entities to be protected by the prohibition against
Competition  set forth herein, as well as the confidentiality restrictions set
forth  herein.    Executive acknowledges that the provisions of this Agreement
are reasonable and necessary for the protection of the business of the Company
and  its affiliated entities and that part of the compensation paid under this
Agreement  is  in  consideration  for  the  agreements  in  this  Section  9.
          (b)          Competition  shall  mean:
               (i)     participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor,  lender,  consultant  or  in any capacity whatsoever in the State of
Florida  in  a  business  in  competition  with  the  quick-service restaurant
business  conducted  by  the  Company  or  its  affiliated entities during the
Employment  Term;  provided, however, that such prohibited participation shall
not  include:  (A) the mere ownership of not more than one percent (1%) of the
total  outstanding  stock  of  a publicly held company; (B) the performance of
services  for  any  enterprise  to the extent such services are not performed,
directly  or  indirectly,  for a business in the aforesaid Competition; or (C)
any  activity  engaged  in  with  the  prior  written  approval  of the Board.
               (ii)         recruiting, soliciting or inducing any nonclerical
employee  or  employees of the Company or its affiliated entities to terminate
their employment with, or otherwise cease their relationship with, the Company
or  its affiliated entities or hiring or assisting another person or entity to
hire  any  nonclerical  employee  of  the Company or its affiliated entities. 
Notwithstanding  the foregoing, if requested by an entity with which Executive
is  not  affiliated,  Executive may serve as a reference for any person who at
the  time  of  the  request  is  not  an employee of the Company or any of its
affiliated  entities.
If  any  restriction  set forth in above items (i) and/or (ii) is found by any
court of competent jurisdiction, or an arbitrator, to be unenforceable because
it  extends  for  too  long  a  period  of  time  or over too great a range of
activities  or  in  too  broad  a  geographic area, it shall be interpreted to
extend over the maximum period of time, range of activities or geographic area
as  to  which  it  may  be  enforceable.
          (c)       During and after the Employment Term, Executive shall hold
in  a  fiduciary  capacity  for  the benefit of the Company and its affiliated
entities all secret or confidential information, knowledge or data relating to
the  Company  and  its  affiliated  entities, and their respective businesses,
including  any  confidential  information  as  to customers  or vendors of the
Company  or  its  affiliated  entities,  (i)  obtained by Executive during his
employment  by  the Company or its affiliated entities; and (ii) not otherwise
public  knowledge  or  known  within the Company's or its affiliated entities'
industries.    Executive  shall  not,  without  prior  written  consent of the
Company,  unless  compelled  pursuant  to  the  order  of  a  court  or  other
governmental  or  legal body having jurisdiction over such matter, communicate
or  divulge  any  such information, knowledge or data to anyone other than the
Company  and  those  designated by it.  In the event Executive is compelled by
order of a court or other governmental or legal body to communicate or divulge
any  such  information, knowledge or data to anyone other than the Company and
those  designated  by  it,  Executive shall promptly notify the Company of any
such  order  and  shall  cooperate  fully  with the Company in protecting such
information  to  the  extent  possible  under  applicable  law.
          (d)     Upon termination of Executive's employment with the Company,
or  at  any  other  time  as  the Company may request, Executive will promptly
deliver to the Company all documents which Executive may possess or have under
his  direction  or  control  (whether  prepared  by the Company, an affiliated
entity,  Executive or a third party) relating to the Company or its affiliated
entities  or  any  of  their  respective  businesses  or  properties.
          (e)      During the Employment Term and for a period of one (1) year
following  termination  thereof  (except  for  termination pursuant to Section
8(a)(iv) or (vi)), Executive shall not enter into Competition with the Company
or  any  of  its  affiliated  entities.
          (f)     In the event of a breach or potential breach of this Section
9, Executive acknowledges that the Company and its affiliated entities will be
caused irreparable injury and that money damages may not be an adequate remedy
and  agree that the affiliated entities shall be entitled to injunctive relief
(in  addition  to  its  other  remedies at law) to have the provisions of this
Section  9  enforced.
     10.          Executive  Representation.
     Executive  represents  and  warrants  that  he is under no contractual or
other  limitation  from  entering  into  this  Agreement  and  performing  his
obligations  hereunder.
     11.          Indemnification
     The  Executive shall be entitled to be indemnified by the Company for his
actions  as  an officer, director, employee, agent or fiduciary of the Company
or  its  affiliated entities to the fullest extent permitted by applicable law
and  shall,  to  the extent the Company does not or is unable as a result of a
conflict  between  the parties to undertake his defense, have reasonable legal
fees  (including,  but  not  limited  to, a retainer fee) and other reasonable
expenses paid to him in advance of final disposition of a proceeding, provided
that  he has actually incurred such expenses and he executes an undertaking to
repay such amounts if, and to the extent, required to do so by applicable law.
 The  Company  shall  cover  the  Executive  under  any  directors'  and
officers'liability  insurance  policy  to  the same extent as its other senior
officers.
     12.          Stock  Options.
     On  the  Effective Date, Parent shall grant to Executive, in exchange for
the cancellation of the Executive's options (assumed by Parent pursuant to the
Merger)  to  purchase  385,116  shares of the Company's common stock under the
Company's  1990  Executive  Option Plan, immediately exercisable stock options
under  a  stock  option  plan   of the Parent (the "Plan") to purchase 192,558
shares  of  Parent's  common  stock,  $.01  par  value  per share (the "Common
Stock").  Such options shall continue to be exercisable for a term of ten (10)
years,  irrespective  of whether Executive remains employed by the Company, at
an  exercise  price  equal  to  the fair market value per share on the date of
grant,  subject  to  adjustment  as  provided  in the Plan.  Parent shall file
within  ten business days of the Effective Date, and shall maintain in effect,
a  registration  statement  on  Form  S-8 under the Securities Act of 1933, as
amended,  registering the shares of Common Stock issuable upon exercise of all
stock  options  held  by  Executive  and  the  resale  thereof  by  him.
     13.          Change  of  Control.
     Upon  a  "Change of Control" (as defined below) of the Company or Parent,
the Company shall pay Executive, within thirty (30) days of such event, a lump
sum  equal  to  three (3) times the amount of his Base Salary in effect at the
time  of  such  event,  together  with a pro rata portion of the bonus accrued
through  the  date  of  such  Change  of  Control.   As used herein "Change of
Control"means  (a)  a  change  in control as such term is presently defined in
Regulation  240.12b-2  under  the  Securities  Exchange Act of 1934 ("Exchange
Act"); or (b) if any "person" (as such term is used in Section 13(d) and 14(d)
of  the  Exchange Act) in either the case of the Company or Parent (other than
the  Parent or any "person" who on the date of this Agreement is a director or
officer of the Parent or Company, as the case may be), becomes the "beneficial
owner"  (as  defined  in  Rule  13(d)-3  under  the Exchange Act), directly or
indirectly,  of  securities  of  the  Company  or  Parent, as the case may be,
representing  twenty  (20%)  percent  of  the voting power of the Company's or
Parent's then outstanding securities, as the case may be; or (c) if during any
period of two (2) consecutive years during the term of Executive's employment,
individuals  who  at  the  beginning  of  such  period constitute the Board of
Directors  of  either the Company or Parent cease for any reason to constitute
at  least  a  majority  thereof.
     14.          Entire  Agreement;  Modification.
     This  Agreement  constitutes  the  full and complete understanding of the
parties  hereto  and  will  supersede all prior agreements and understandings,
oral  or  written,  with  respect to the subject matter hereof.  Each party to
this  Agreement acknowledges that no representations, inducements, promises or
agreements,  oral  or  otherwise,  have  been  made by either party, or anyone
acting  on  behalf  of either party, which are not embodied herein and that no
other agreement, statement or promise not contained in this Agreement shall be
valid  or binding.  This Agreement may not be modified or amended except by an
instrument  in  writing  signed by the party against whom or which enforcement
may  be  sought.
     15.          Severability.
     Any term or provision of this Agreement which is invalid or unenforceable
in  any  jurisdiction  shall,  as  to such jurisdiction, be ineffective to the
extent  of  such  invalidity  or unenforceability without rendering invalid or
unenforceable  thc  remaining  terms  and  provisions  of  this  Agreement  or
affecting  the validity or enforceability of any of the terms of provisions of
this  Agreement  in  any  other  jurisdiction.
     16.          Waiver  of  Breach.
     The  waiver by any party of a breach of any provisions of this Agreement,
which  waiver  must  be in writing to be effective, shall not operate as or be
construed  as  a  waiver  of  any  subsequent  breach.
     17.          Notices.
     All  notices  hereunder  shall  be in writing and shall be deemed to have
been  duly  given  when delivered by hand, or one day after sending by express
mail  or  other  "overnight  mail  service,"  or  three  days after sending by
certified  or  registered  mail,  postage  prepaid, return receipt requested. 
Notice  shall be sent as follows: if to Executive, to the address as listed in
the  Company's records; and if to the Company, to the Company at its office as
set  forth  at  the  head  of  this  Agreement,  to  the attention of its Vice
President  and  Chief  Financial  Officer.  Either party may change the notice
address  by  notice  given  as  aforesaid.
     18.          Assignability;  Binding  Effect.
     This  Agreement  shall  be  binding  upon  and  inure  to  the benefit of
Executive  and  Executive's legal representatives, heirs and distributees, and
shall  be binding upon and inure to the benefit of the Company, its successors
and  assigns.    This  Agreement  may  not be assigned by the Executive.  This
Agreement  may  not  be  assigned  by  the Company except in connection with a
merger  or a sale by the Company of all or substantially all of its assets and
then  only  provided  the  assignee specifically assumes in writing all of the
Company's  obligations  hereunder.
     19.          Governing  Law.
          (a)          All  issues  pertaining  to the validity, construction,
execution and performance of this Agreement shall be construed and governed in
accordance  with  the  laws of the State of New York, without giving effect to
the  conflict  or  choice  of  law  provisions  thereof.
          (b)        Any dispute or controversy with regard to this Agreement,
other  than  injunctive  relief  pursuant  to  Section  9, shall be settled by
arbitration  in New York, New York before the American Arbitration Association
("AAA")  in  accordance  with the Rules of Commercial Arbitration of the AAA. 
The  decision  of  the arbitrators shall be final and binding upon the parties
hereto and may be entered in any court having jurisdiction.  The Company shall
advance  all  of  the  Executive's  expenses  (including,  without limitation,
reasonable  counsel  fees)  incurred  in  connection  with  such  arbitration,
provided  that  Executive  shall repay the same in the event he is not, to any
extent,  the  prevailing  party.
     20.          Headings.
     The  headings  in  this  Agreement are intended solely for convenience of
reference  and  shall be given no effect in the construction or interpretation
of  this  Agreement.
     21.          Counterparts.
     This  Agreement  may  be  executed in several counterparts, each of which
shall  be  deemed to be an original but all of which together shall constitute
one  and  the  same  instrument.
     22.          Guarantee  and  Joinder.
     Parent  hereby  unconditionally  and  irrevocably  guarantees, as primary
obligor  not  merely  as  surety:  (i)  the  punctual  payment when due of all
obligations  of the Company arising under this Agreement; and (ii) the due and
punctual  performance  and  observance  by  the  Company  of  all  covenants,
agreements  and conditions on its part to be performed and observed under this
Agreement.    Parent  hereby  agrees  to  comply  with,  and be bound by  this
Agreement.


     IN  WITNESS  WHEREOF,  the  Company  and  Parent  have  each  caused this
Agreement  to  be  duly  executed  by  an authorized officer and Executive has
hereunto  set  his  hand  as  of  the  date  first  set  forth  above.
MIAMI  SUBS  CORPORATION
By:
Name:  Jerry  Woda
Title:  Vice  President

Donald  L.  Perlyn
NATHAN'S  FAMOUS,  INC.
By:
Name:
Title:


                                                                     EXHIBIT C
                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This  Amended  and  Restated  Employment  Agreement made as of the 15th day of
January,  1999  ("Agreement"),  by  and  between  MIAMI  SUBS  CORPORATION,  a
corporation  incorporated  under  the  laws  of the State of Florida, with its
principal  place  of  business at 6300 Northwest 31st Avenue, Fort Lauderdale,
Florida  33309  (the  "Company"),  and Jerry Woda, residing at 7615 Gloucester
Lane,  Parkland,  Fl.  33067  (the  "Executive").
                            W I T N E S S E T H:
WHEREAS,  the Company and the Executive are parties to that certain Employment
Agreement  made  as  of December 1, 1998 (the "Initial Employment Agreement");
WHEREAS, the Company and the Executive desire to amend and restate the Initial
Employment  Agreement as a condition to and in connection with consummation of
the  merger  of  Miami  Acquisition  Corp.  ("Merger  Sub"),  a  wholly  owned
subsidiary  of  Nathan's  Famous,  Inc. ("Parent"), with and into the Company,
whereby  the  Company  will  become  a  wholly owned subsidiary of Parent (the
"Merger")  pursuant  to  that certain Agreement and Plan of Merger dated as of
January  15,  1999  (the "Merger Agreement"), among the Parent, Merger Sub and
the  Company;
WHEREAS,  on  the  Effective  Date  (as  hereinafter defined), the Company and
Executive intend this Agreement to supersede any existing employment agreement
among  the  parties,  including  the  Initial  Employment  Agreement;
WHEREAS,  the  Parent  desires  to  comply with, and be bound by the terms and
conditions  of  this  Agreement.
NOW,  THEREFORE,  in consideration of the premises and of the mutual covenants
and  agreements  herein contained, the Company and Executive agree that on the
Effective  Date the Initial Employment Agreement shall be amended and restated
as  follows:
     1.       Recitals:  The foregoing recitals are true and correct and are
incorporated  herein  by  reference  thereto.
     2.          Employment.
     The  Company hereby agrees to continue to employ Executive, and Executive
agrees  to continue to be employed by the Company, on the terms and conditions
herein contained, to serve as its Vice President and Chief Financial Officer. 
The  Executive  shall  devote  substantially all of his business time, energy,
skill  and  efforts  to  the  performance  of  his  duties hereunder and shall
faithfully  and diligently serve the Company.  The foregoing shall not prevent
Executive from participating in not-for-profit activities or from managing his
passive  personal investments provided that these activities do not materially
interfere  with  Executive's  obligations  hereunder.
     3.          Term  of  Employment.
     Executive's  employment  under  this  Agreement  shall  be  for  a  term
commencing  on  the  effective  date of the Merger (the "Effective Date") and,
subject  to earlier termination as provided in Section 8 below, terminating on
the  second  anniversary  of  the  Effective  Date  (the "Initial Term").  The
Initial  Term  shall be automatically extended for successive one-year periods
(the  "Additional  Terms") unless terminated at the end of the Initial Term or
any  Additional Term by either party upon one hundred eighty (180) days' prior
written  notice  given to the other party (the Initial Term and any Additional
Terms  shall  be  referred  to  as  the  "Employment  Term").  Notwithstanding
anything  else  herein,  the  provisions of Section 9 hereof shall survive and
remain  in  effect  notwithstanding  the  termination  of the Employment Term.
     4.          Compensation.
          (a)       As compensation for his services under this Agreement, the
Company shall pay Executive a salary at the rate of One Hundred Fifty Thousand
Dollars ($150,000) per year (the "Base Salary"), payable in equal installments
(not  less  frequently  than monthly) and subject to withholding in accordance
with  the  Company's  normal  payroll  practices.  The Executive's Base Salary
shall  be  reviewed  annually  by  the  Company  and may be increased, but not
decreased,  in  the  Company's  sole  discretion.
          (b)      In addition to the Base Salary, Executive shall participate
in any executive bonus program established by the Company and Parent from time
to  time.    In  the event that Executive's employment under this Agreement is
terminated  pursuant  to Section 8(a)(v) prior to December 31, 2000, Executive
agrees  to reimburse the Company for the pro-rata portion of the bonus paid to
him  in  January  1999  pursuant  to Section 3(b)(i) of the Initial Employment
Agreement  computed  by  dividing  the  number  of  months  from  the  date of
termination  to  December 31, 2000 by 25 months, and multiplying such ratio by
the  amount  of  the  bonus.
     5.          Benefits  and  Fringes.
     During  the Employment Term, Executive shall be entitled to such benefits
and  fringes,  if  any,  as  are  generally  provided from time to time by the
Company  and/or  Parent  to  its  executive  employees  of a comparable level,
including  any  life,  medical  or  dental  insurance plans for the benefit of
Executive  and  members  of his immediate family, and pension, profit-sharing,
401(k)  and  other similar plans and on the same terms as so provided, as well
as  a  Company  automobile.
     6.          Expenses.
     The  Company  shall  reimburse  Executive  in accordance with its expense
reimbursement  policy  as  in  effect  from  time  to  time for all reasonable
expenses,  including,  without  limitation,  Executive's  professional  dues,
license  fees,  continuing  educational  courses,  professional  association
membership  fees, airplane travel and other travel expenses and all reasonable
expenses  related  to  his  Company automobile (including, without limitation,
repairs,  maintenance,  insurance  and  gasoline),  incurred  by  Executive in
connection  with  the  performance of his duties under this Agreement upon the
presentation  by  Executive  of  an  itemized  account  of  such  expenses and
appropriate  receipts.
     7.          Vacation.
     During  the  Employment  Term, Executive shall be entitled to vacation in
accordance  with the Company's practices, provided that Executive shall not be
entitled to less than four (4) weeks paid vacation in each full contract year.
 Any  vacation  not  taken  in any year shall be deemed to be forfeited by the
Executive  as  of  January  1  of  the  succeeding  year.
     8.          Termination.
          (a)          Executive's  employment  under  this  Agreement and the
Employment  Term  shall  terminate  as  follows:
               (i)          automatically  on  the  date of Executive's death.
               (ii)          Upon  written  notice given by the Company to the
Executive  if Executive is unable to perform his material duties hereunder for
180 days (whether or not continuous) during any period of 360 consecutive days
by  reason  of  physical  or  mental  disability.
               (iii)       Upon written notice by the Company to the Executive
for  Cause.  Cause  shall  mean  (A)  the  Executive's  conviction of a felony
involving moral turpitude (after exhaustion or lapse of all rights of appeal);
(B)  willful  refusal  to  perform  his  duties  as  Vice  President and Chief
Financial Officer of the Company, which is not remedied promptly after receipt
by  the  Executive  of  written notice from the Company specifying the details
thereof;  and  (C)  Executive's  dishonesty in the performance of his duties. 
Upon  a  termination  for  Cause,  Executive (and his representative) shall be
given  the  opportunity to appear before the Board of Directors of the Company
(the "Board") to explain why the Executive believes that Cause did not occur. 
Such  appearance  shall  be  scheduled on no less than twenty (20) and no more
than  forty  (40)  days  written  notice to Executive.  In the event the Board
agrees  with  the  Executive,  which shall be a determination made in its sole
discretion,  the Executive shall be retroactively reinstated in his position. 
The  removal  pending such Board meeting shall not be deemed Good Reason under
(vi)  below.
               (iv)          Upon written notice by the Company without Cause.
               (v)     Upon the voluntary resignation of the Executive without
Good  Reason  upon  sixty (60) days prior written notice to the Company (which
the  Company  may  in  its  sole  discretion  make  effective  earlier).
               (vi)     Upon the written resignation of the Executive for Good
Reason  stating with specificity the details of the Good Reason, if the stated
Good Reason is not cured within thirty (30) days of the giving of such notice.
 "Good  Reason"  shall  mean  (A)  relocation  of  the  Executive's office, or
materially  change  the location at which Executive is required to perform his
duties,  from  within  the  Territory,  (B)  any  material  reduction  in  his
authority,  duties or responsibilities or (C) any other material breach of any
provision  of this Agreement by the Company.  For purposes hereof, "Territory"
shall  mean  Broward,  Miami-Dade  and  Palm  Beach  Counties,  Florida.
               (vii)      Upon written notice of non-renewal by the Company or
Executive  pursuant  to  Section  3  hereof.
     (b)        Upon any termination of the Employment Term Executive shall be
entitled to receive any unpaid salary and accrued vacation through his date of
termination  and  any  benefits  under any benefit plan in accordance with the
terms  of  said  plan.    In  addition,  (i) if the termination is pursuant to
(a)(iv) or (a)(vi) above, Executive shall receive (without a duty to mitigate)
severance pay in a lump sum equal to three (3) times the amount of Executive's
Base  Salary  in effect at the time of termination, and (ii) if termination is
by  the Company pursuant to (a)(vii) above, Executive shall receive (without a
duty to mitigate) severance pay in a lump sum equal to Executive's Base Salary
in  effect at the time of termination.  Such lump sum severance payments shall
be paid within thirty (30) and fifteen (15) days, respectively, after the date
of  termination.    In  the  event  termination  is pursuant to (a)(ii) alone,
Executive  shall  receive  in  monthly  payments  for  one (1) year thereafter
Executive's  Base  Salary  in effect at the time of termination reduced by any
disability  benefits  or  worker's compensation salary replacement he receives
from  any program sponsored or made available by the Company or a governmental
entity.    In the event of termination other than pursuant to (a)(i), (a)(iii)
or  (a)(v),  to  the  extent  the Executive or his dependents are eligible for
COBRA  coverage,  the  Company  shall  pay  the  cost of such coverage for the
maximum  period  permitted under federal law.  The Company shall have no other
obligations  to  the  Executive.
     9.          Confidential  Information  and  Non-Competition.
          (a)     Executive acknowledges that as a result of his employment by
the  Company,  Executive will obtain secret and confidential information as to
the  Company  and its affiliated entities, that the Company and its affiliated
entities  will  suffer  substantial  damage,  which  would  be  difficult  to
ascertain,  if  Executive shall enter into Competition (as defined below) with
the  Company  or any of its affiliated entities and that because of the nature
of  the  information  that  will be known to Executive it is necessary for the
Company and its affiliated entities to be protected by the prohibition against
Competition  set forth herein, as well as the confidentiality restrictions set
forth  herein.    Executive acknowledges that the provisions of this Agreement
are reasonable and necessary for the protection of the business of the Company
and  its affiliated entities and that part of the compensation paid under this
Agreement  is  in  consideration  for  the  agreements  in  this  Section  9.
          (b)          Competition  shall  mean:
               (i)     participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor,  lender,  consultant  or  in any capacity whatsoever in the State of
Florida  in  a  business  in  competition  with  the  quick-service restaurant
business  conducted  by  the  Company  or  its  affiliated entities during the
Employment  Term;  provided, however, that such prohibited participation shall
not  include:  (A) the mere ownership of not more than one percent (1%) of the
total  outstanding  stock  of  a publicly held company; (B) the performance of
services  for  any  enterprise  to the extent such services are not performed,
directly  or  indirectly,  for a business in the aforesaid Competition; or (C)
any  activity  engaged  in  with  the  prior  written  approval  of the Board.
               (ii)         recruiting, soliciting or inducing any nonclerical
employee  or  employees of the Company or its affiliated entities to terminate
their employment with, or otherwise cease their relationship with, the Company
or  its affiliated entities or hiring or assisting another person or entity to
hire  any  nonclerical  employee  of  the Company or its affiliated entities. 
Notwithstanding  the foregoing, if requested by an entity with which Executive
is  not  affiliated,  Executive may serve as a reference for any person who at
the  time  of  the  request  is  not  an employee of the Company or any of its
affiliated  entities.
If  any  restriction  set forth in above items (i) and/or (ii) is found by any
court of competent jurisdiction, or an arbitrator, to be unenforceable because
it  extends  for  too  long  a  period  of  time  or over too great a range of
activities  or  in  too  broad  a  geographic area, it shall be interpreted to
extend over the maximum period of time, range of activities or geographic area
as  to  which  it  may  be  enforceable.
          (c)       During and after the Employment Term, Executive shall hold
in  a  fiduciary  capacity  for  the benefit of the Company and its affiliated
entities all secret or confidential information, knowledge or data relating to
the  Company  and  its  affiliated  entities, and their respective businesses,
including  any  confidential  information  as  to customers  or vendors of the
Company  or  its  affiliated  entities,  (i)  obtained by Executive during his
employment  by  the Company or its affiliated entities; and (ii) not otherwise
public  knowledge  or  known  within the Company's or its affiliated entities'
industries.    Executive  shall  not,  without  prior  written  consent of the
Company,  unless  compelled  pursuant  to  the  order  of  a  court  or  other
governmental  or  legal body having jurisdiction over such matter, communicate
or  divulge  any  such information, knowledge or data to anyone other than the
Company  and  those  designated by it.  In the event Executive is compelled by
order of a court or other governmental or legal body to communicate or divulge
any  such  information, knowledge or data to anyone other than the Company and
those  designated  by  it,  Executive shall promptly notify the Company of any
such  order  and  shall  cooperate  fully  with the Company in protecting such
information  to  the  extent  possible  under  applicable  law.
          (d)     Upon termination of Executive's employment with the Company,
or  at  any  other  time  as  the Company may request, Executive will promptly
deliver to the Company all documents which Executive may possess or have under
his  direction  or  control  (whether  prepared  by the Company, an affiliated
entity,  Executive or a third party) relating to the Company or its affiliated
entities  or  any  of  their  respective  businesses  or  properties.
          (e)      During the Employment Term and for a period of one (1) year
following  termination  thereof  (except  for  termination pursuant to Section
8(a)(iv) or (vi)), Executive shall not enter into Competition with the Company
or  any  of  its  affiliated  entities.
          (f)     In the event of a breach or potential breach of this Section
9, Executive acknowledges that the Company and its affiliated entities will be
caused irreparable injury and that money damages may not be an adequate remedy
and  agree that the affiliated entities shall be entitled to injunctive relief
(in  addition  to  its  other  remedies at law) to have the provisions of this
Section  9  enforced.
     10.          Executive  Representation.
     Executive  represents  and  warrants  that  he is under no contractual or
other  limitation  from  entering  into  this  Agreement  and  performing  his
obligations  hereunder.
     11.          Indemnification
     The  Executive shall be entitled to be indemnified by the Company for his
actions  as  an officer, director, employee, agent or fiduciary of the Company
or  its  affiliated entities to the fullest extent permitted by applicable law
and  shall,  to  the extent the Company does not or is unable as a result of a
conflict  between  the parties to undertake his defense, have reasonable legal
fees  (including,  but  not  limited  to, a retainer fee) and other reasonable
expenses paid to him in advance of final disposition of a proceeding, provided
that  he has actually incurred such expenses and he executes an undertaking to
repay such amounts if, and to the extent, required to do so by applicable law.
 The  Company  shall  cover  the  Executive  under  any  directors'  and
officers'liability  insurance  policy  to  the same extent as its other senior
officers.
     12.          Stock  Options.
     On  the  Effective Date, Parent shall grant to Executive, in exchange for
the cancellation of the Executive's options (assumed by Parent pursuant to the
Merger)  to  purchase  196,488  shares of the Company's common stock under the
Company's  1990  Executive  Option Plan, immediately exercisable stock options
under  a  stock  option  plan   of the Parent (the "Plan") to purchase 125,000
shares  of  Parent's  common  stock,  $.01  par  value  per share (the "Common
Stock").  Such options shall continue to be exercisable for a term of ten (10)
years,  irrespective  of whether Executive remains employed by the Company, at
an  exercise  price  equal  to  the fair market value per share on the date of
grant,  subject  to  adjustment  as  provided  in the Plan.  Parent shall file
within  ten business days of the Effective Date, and shall maintain in effect,
a  registration  statement  on  Form  S-8 under the Securities Act of 1933, as
amended,  registering the shares of Common Stock issuable upon exercise of all
stock  options  held  by  Executive  and  the  resale  thereof  by  him.
     13.          Change  of  Control.
     Upon  a  "Change of Control" (as defined below) of the Company or Parent,
the Company shall pay Executive, within thirty (30) days of such event, a lump
sum  equal  to  three (3) times the amount of his Base Salary in effect at the
time  of  such  event,  together  with a pro rata portion of the bonus accrued
through  the  date  of  such  Change  of  Control.   As used herein "Change of
Control"means  (a)  a  change  in control as such term is presently defined in
Regulation  240.12b-2  under  the  Securities  Exchange Act of 1934 ("Exchange
Act"); or (b) if any "person" (as such term is used in Section 13(d) and 14(d)
of  the  Exchange Act) in either the case of the Company or Parent (other than
the  Parent or any "person" who on the date of this Agreement is a director or
officer of the Parent or Company, as the case may be), becomes the "beneficial
owner"  (as  defined  in  Rule  13(d)-3  under  the Exchange Act), directly or
indirectly,  of  securities  of  the  Company  or  Parent, as the case may be,
representing  twenty  (20%)  percent  of  the voting power of the Company's or
Parent's then outstanding securities, as the case may be; or (c) if during any
period of two (2) consecutive years during the term of Executive's employment,
individuals  who  at  the  beginning  of  such  period constitute the Board of
Directors  of  either the Company or Parent cease for any reason to constitute
at  least  a  majority  thereof.
     14.          Entire  Agreement;  Modification.
     This  Agreement  constitutes  the  full and complete understanding of the
parties  hereto  and  will  supersede all prior agreements and understandings,
oral  or  written,  with  respect to the subject matter hereof.  Each party to
this  Agreement acknowledges that no representations, inducements, promises or
agreements,  oral  or  otherwise,  have  been  made by either party, or anyone
acting  on  behalf  of either party, which are not embodied herein and that no
other agreement, statement or promise not contained in this Agreement shall be
valid  or binding.  This Agreement may not be modified or amended except by an
instrument  in  writing  signed by the party against whom or which enforcement
may  be  sought.
     15.          Severability.
     Any term or provision of this Agreement which is invalid or unenforceable
in  any  jurisdiction  shall,  as  to such jurisdiction, be ineffective to the
extent  of  such  invalidity  or unenforceability without rendering invalid or
unenforceable  thc  remaining  terms  and  provisions  of  this  Agreement  or
affecting  the validity or enforceability of any of the terms of provisions of
this  Agreement  in  any  other  jurisdiction.
     16.          Waiver  of  Breach.
     The  waiver by any party of a breach of any provisions of this Agreement,
which  waiver  must  be in writing to be effective, shall not operate as or be
construed  as  a  waiver  of  any  subsequent  breach.
     17.          Notices.
     All  notices  hereunder  shall  be in writing and shall be deemed to have
been  duly  given  when delivered by hand, or one day after sending by express
mail  or  other  "overnight  mail  service,"  or  three  days after sending by
certified  or  registered  mail,  postage  prepaid, return receipt requested. 
Notice  shall be sent as follows: if to Executive, to the address as listed in
the  Company's records; and if to the Company, to the Company at its office as
set forth at the head of this Agreement, to the attention of its President and
Chief Operating Officer.  Either party may change the notice address by notice
given  as  aforesaid.
     18.          Assignability;  Binding  Effect.
     This  Agreement  shall  be  binding  upon  and  inure  to  the benefit of
Executive  and  Executive's legal representatives, heirs and distributees, and
shall  be binding upon and inure to the benefit of the Company, its successors
and  assigns.    This  Agreement  may  not be assigned by the Executive.  This
Agreement  may  not  be  assigned  by  the Company except in connection with a
merger  or a sale by the Company of all or substantially all of its assets and
then  only  provided  the  assignee specifically assumes in writing all of the
Company's  obligations  hereunder.
     19.          Governing  Law.
          (a)          All  issues  pertaining  to the validity, construction,
execution and performance of this Agreement shall be construed and governed in
accordance  with  the  laws of the State of New York, without giving effect to
the  conflict  or  choice  of  law  provisions  thereof.
          (b)        Any dispute or controversy with regard to this Agreement,
other  than  injunctive  relief  pursuant  to  Section  9, shall be settled by
arbitration  in New York, New York before the American Arbitration Association
("AAA")  in  accordance  with the Rules of Commercial Arbitration of the AAA. 
The  decision  of  the arbitrators shall be final and binding upon the parties
hereto and may be entered in any court having jurisdiction.  The Company shall
advance  all  of  the  Executive's  expenses  (including,  without limitation,
reasonable  counsel  fees)  incurred  in  connection  with  such  arbitration,
provided  that  Executive  shall repay the same in the event he is not, to any
extent,  the  prevailing  party.
     20.          Headings.
     The  headings  in  this  Agreement are intended solely for convenience of
reference  and  shall be given no effect in the construction or interpretation
of  this  Agreement.
     21.          Counterparts.
     This  Agreement  may  be  executed in several counterparts, each of which
shall  be  deemed to be an original but all of which together shall constitute
one  and  the  same  instrument.
     22.          Guarantee  and  Joinder.
     Parent  hereby  unconditionally  and  irrevocably  guarantees, as primary
obligor  not  merely  as  surety:  (i)  the  punctual  payment when due of all
obligations  of the Company arising under this Agreement; and (ii) the due and
punctual  performance  and  observance  by  the  Company  of  all  covenants,
agreements  and conditions on its part to be performed and observed under this
Agreement.    Parent  hereby  agrees  to  comply  with,  and be bound by  this
Agreement.

     IN  WITNESS  WHEREOF,  the  Company  and  Parent  have  each  caused this
Agreement  to  be  duly  executed  by  an authorized officer and Executive has
hereunto  set  his  hand  as  of  the  date  first  set  forth  above.
MIAMI  SUBS  CORPORATION
By:
Name:  Donald  L.  Perlyn
Title:  President

Jerry  Woda
NATHAN'S  FAMOUS,  INC.
By:
Name:
Title:


                                                                     EXHIBIT D
                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This  Amended  and  Restated  Employment  Agreement made as of the 15th day of
January,  1999  ("Agreement"),  by  and  between  MIAMI  SUBS  CORPORATION,  a
corporation  incorporated  under  the  laws  of the State of Florida, with its
principal  place  of  business at 6300 Northwest 31st Avenue, Fort Lauderdale,
Florida  33309  (the  "Company"),  and  Frank Baran, residing at 6062 Robinson
Street,  Palm  Beach  Gardens,  Fl.  33418  (the  "Executive").
                            W I T N E S S E T H:
WHEREAS,  the Company and the Executive are parties to that certain Employment
Agreement  made  as  of December 1, 1998 (the "Initial Employment Agreement");
WHEREAS, the Company and the Executive desire to amend and restate the Initial
Employment  Agreement as a condition to and in connection with consummation of
the  merger  of  Miami  Acquisition  Corp.  ("Merger  Sub"),  a  wholly  owned
subsidiary  of  Nathan's  Famous,  Inc. ("Parent"), with and into the Company,
whereby  the  Company  will  become  a  wholly owned subsidiary of Parent (the
"Merger")  pursuant  to  that certain Agreement and Plan of Merger dated as of
January  15,  1999  (the "Merger Agreement"), among the Parent, Merger Sub and
the  Company;
WHEREAS,  on  the  Effective  Date  (as  hereinafter defined), the Company and
Executive intend this Agreement to supersede any existing employment agreement
among  the  parties,  including  the  Initial  Employment  Agreement;
WHEREAS,  the  Parent  desires  to  comply with, and be bound by the terms and
conditions  of  this  Agreement.
NOW,  THEREFORE,  in consideration of the premises and of the mutual covenants
and  agreements  herein contained, the Company and Executive agree that on the
Effective  Date the Initial Employment Agreement shall be amended and restated
as  follows:
     1.       Recitals:  The foregoing recitals are true and correct and are
incorporated  herein  by  reference  thereto.
     2.          Employment.
     The  Company hereby agrees to continue to employ Executive, and Executive
agrees  to continue to be employed by the Company, on the terms and conditions
herein  contained,  to  serve as its Vice President-Operations.  The Executive
shall devote substantially all of his business time, energy, skill and efforts
to the performance of his duties hereunder and shall faithfully and diligently
serve  the  Company.    The  foregoing  shall  not  prevent  Executive  from
participating  in  not-for-profit  activities  or  from  managing  his passive
personal  investments  provided  that  these  activities  do  not  materially
interfere  with  Executive's  obligations  hereunder.
     3.          Term  of  Employment.
     Executive's  employment  under  this  Agreement  shall  be  for  a  term
commencing  on  the  effective  date of the Merger (the "Effective Date") and,
subject  to earlier termination as provided in Section 8 below, terminating on
the first anniversary of the Effective Date (the "Initial Term").  The Initial
Term  shall  be  automatically  extended  for successive one-year periods (the
"Additional  Terms")  unless  terminated at the end of the Initial Term or any
Additional  Term  by  either  party  upon one hundred eighty (180) days' prior
written  notice  given to the other party (the Initial Term and any Additional
Terms  shall  be  referred  to  as  the  "Employment  Term").  Notwithstanding
anything  else  herein,  the  provisions of Section 9 hereof shall survive and
remain  in  effect  notwithstanding  the  termination  of the Employment Term.
     4.          Compensation.
          (a)       As compensation for his services under this Agreement, the
Company  shall  pay Executive a salary at the rate of One Hundred Ten Thousand
Dollars ($110,000) per year (the "Base Salary"), payable in equal installments
(not  less  frequently  than monthly) and subject to withholding in accordance
with  the  Company's  normal  payroll  practices.  The Executive's Base Salary
shall  be  reviewed  annually  by  the  Company  and may be increased, but not
decreased,  in  the  Company's  sole  discretion.
          (b)      In addition to the Base Salary, Executive shall participate
in any executive bonus program established by the Company and Parent from time
to  time.
     5.          Benefits  and  Fringes.
     During  the Employment Term, Executive shall be entitled to such benefits
and  fringes,  if  any,  as  are  generally  provided from time to time by the
Company  and/or  Parent  to  its  executive  employees  of a comparable level,
including  any  life,  medical  or  dental  insurance plans for the benefit of
Executive  and  members  of his immediate family, and pension, profit-sharing,
401(k)  and  other similar plans and on the same terms as so provided, as well
as  a  Company  automobile.
     6.          Expenses.
     The  Company  shall  reimburse  Executive  in accordance with its expense
reimbursement  policy  as  in  effect  from  time  to  time for all reasonable
expenses,  including,  without  limitation,  Executive's  professional  dues,
license  fees,  continuing  educational  courses,  professional  association
membership  fees, airplane travel and other travel expenses and all reasonable
expenses  related  to  his  Company automobile (including, without limitation,
repairs,  maintenance,  insurance  and  gasoline),  incurred  by  Executive in
connection  with  the  performance of his duties under this Agreement upon the
presentation  by  Executive  of  an  itemized  account  of  such  expenses and
appropriate  receipts.
     7.          Vacation.
     During  the  Employment  Term, Executive shall be entitled to vacation in
accordance  with the Company's practices, provided that Executive shall not be
entitled to less than four (4) weeks paid vacation in each full contract year.
 Any  vacation  not  taken  in any year shall be deemed to be forfeited by the
Executive  as  of  January  1  of  the  succeeding  year.
     8.          Termination.
          (a)          Executive's  employment  under  this  Agreement and the
Employment  Term  shall  terminate  as  follows:
               (i)          automatically  on  the  date of Executive's death.
               (ii)          Upon  written  notice given by the Company to the
Executive  if Executive is unable to perform his material duties hereunder for
180 days (whether or not continuous) during any period of 360 consecutive days
by  reason  of  physical  or  mental  disability.
               (iii)       Upon written notice by the Company to the Executive
for  Cause.  Cause  shall  mean  (A)  the  Executive's  conviction of a felony
involving moral turpitude (after exhaustion or lapse of all rights of appeal);
(B)  willful refusal to perform his duties as Vice President-Operations of the
Company,  which  is  not  remedied  promptly after receipt by the Executive of
written  notice  from  the  Company  specifying  the  details thereof; and (C)
Executive's  dishonesty  in the performance of his duties.  Upon a termination
for  Cause,  Executive (and his representative) shall be given the opportunity
to  appear  before  the  Board  of  Directors  of the Company (the "Board") to
explain  why the Executive believes that Cause did not occur.  Such appearance
shall  be  scheduled  on  no less than twenty (20) and no more than forty (40)
days  written  notice  to  Executive.   In the event the Board agrees with the
Executive,  which  shall  be  a determination made in its sole discretion, the
Executive  shall  be  retroactively  reinstated  in his position.  The removal
pending  such  Board meeting shall not be deemed Good Reason under (vi) below.
               (iv)          Upon written notice by the Company without Cause.
               (v)     Upon the voluntary resignation of the Executive without
Good  Reason  upon  sixty (60) days prior written notice to the Company (which
the  Company  may  in  its  sole  discretion  make  effective  earlier).
               (vi)     Upon the written resignation of the Executive for Good
Reason  stating with specificity the details of the Good Reason, if the stated
Good Reason is not cured within thirty (30) days of the giving of such notice.
 "Good  Reason"  shall  mean  (A)  relocation  of  the  Executive's office, or
materially  change  the location at which Executive is required to perform his
duties,  from  within  the  Territory,  (B)  any  material  reduction  in  his
authority,  duties or responsibilities or (C) any other material breach of any
provision  of this Agreement by the Company.  For purposes hereof, "Territory"
shall  mean  Broward,  Miami-Dade  and  Palm  Beach  Counties,  Florida.
               (vii)      Upon written notice of non-renewal by the Company or
Executive  pursuant  to  Section  3  hereof.
     (b)        Upon any termination of the Employment Term Executive shall be
entitled to receive any unpaid salary and accrued vacation through his date of
termination  and  any  benefits  under any benefit plan in accordance with the
terms  of  said  plan.    In  addition,  (i) if the termination is pursuant to
(a)(iv) or (a)(vi) above, Executive shall receive (without a duty to mitigate)
severance pay in a lump sum equal to three (3) times the amount of Executive's
Base  Salary  in effect at the time of termination, and (ii) if termination is
by  the Company pursuant to (a)(vii) above, Executive shall receive (without a
duty to mitigate) severance pay in a lump sum equal to Executive's Base Salary
in  effect at the time of termination.  Such lump sum severance payments shall
be paid within thirty (30) and fifteen (15) days, respectively, after the date
of  termination.    In  the  event  termination  is pursuant to (a)(ii) alone,
Executive  shall  receive  in  monthly  payments  for  one (1) year thereafter
Executive's  Base  Salary  in effect at the time of termination reduced by any
disability  benefits  or  worker's compensation salary replacement he receives
from  any program sponsored or made available by the Company or a governmental
entity.    In the event of termination other than pursuant to (a)(i), (a)(iii)
or  (a)(v),  to  the  extent  the Executive or his dependents are eligible for
COBRA  coverage,  the  Company  shall  pay  the  cost of such coverage for the
maximum  period  permitted under federal law.  The Company shall have no other
obligations  to  the  Executive.
     9.          Confidential  Information  and  Non-Competition.
          (a)     Executive acknowledges that as a result of his employment by
the  Company,  Executive will obtain secret and confidential information as to
the  Company  and its affiliated entities, that the Company and its affiliated
entities  will  suffer  substantial  damage,  which  would  be  difficult  to
ascertain,  if  Executive shall enter into Competition (as defined below) with
the  Company  or any of its affiliated entities and that because of the nature
of  the  information  that  will be known to Executive it is necessary for the
Company and its affiliated entities to be protected by the prohibition against
Competition  set forth herein, as well as the confidentiality restrictions set
forth  herein.    Executive acknowledges that the provisions of this Agreement
are reasonable and necessary for the protection of the business of the Company
and  its affiliated entities and that part of the compensation paid under this
Agreement  is  in  consideration  for  the  agreements  in  this  Section  9.
          (b)          Competition  shall  mean:
               (i)     participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor,  lender,  consultant  or  in any capacity whatsoever in the State of
Florida  in  a  business  in  competition  with  the  quick-service restaurant
business  conducted  by  the  Company  or  its  affiliated entities during the
Employment  Term;  provided, however, that such prohibited participation shall
not  include:  (A) the mere ownership of not more than one percent (1%) of the
total  outstanding  stock  of  a publicly held company; (B) the performance of
services  for  any  enterprise  to the extent such services are not performed,
directly  or  indirectly,  for a business in the aforesaid Competition; or (C)
any  activity  engaged  in  with  the  prior  written  approval  of the Board.
               (ii)         recruiting, soliciting or inducing any nonclerical
employee  or  employees of the Company or its affiliated entities to terminate
their employment with, or otherwise cease their relationship with, the Company
or  its affiliated entities or hiring or assisting another person or entity to
hire  any  nonclerical  employee  of  the Company or its affiliated entities. 
Notwithstanding  the foregoing, if requested by an entity with which Executive
is  not  affiliated,  Executive may serve as a reference for any person who at
the  time  of  the  request  is  not  an employee of the Company or any of its
affiliated  entities.
If  any  restriction  set forth in above items (i) and/or (ii) is found by any
court of competent jurisdiction, or an arbitrator, to be unenforceable because
it  extends  for  too  long  a  period  of  time  or over too great a range of
activities  or  in  too  broad  a  geographic area, it shall be interpreted to
extend over the maximum period of time, range of activities or geographic area
as  to  which  it  may  be  enforceable.
          (c)       During and after the Employment Term, Executive shall hold
in  a  fiduciary  capacity  for  the benefit of the Company and its affiliated
entities all secret or confidential information, knowledge or data relating to
the  Company  and  its  affiliated  entities, and their respective businesses,
including  any  confidential  information  as  to customers  or vendors of the
Company  or  its  affiliated  entities,  (i)  obtained by Executive during his
employment  by  the Company or its affiliated entities; and (ii) not otherwise
public  knowledge  or  known  within the Company's or its affiliated entities'
industries.    Executive  shall  not,  without  prior  written  consent of the
Company,  unless  compelled  pursuant  to  the  order  of  a  court  or  other
governmental  or  legal body having jurisdiction over such matter, communicate
or  divulge  any  such information, knowledge or data to anyone other than the
Company  and  those  designated by it.  In the event Executive is compelled by
order of a court or other governmental or legal body to communicate or divulge
any  such  information, knowledge or data to anyone other than the Company and
those  designated  by  it,  Executive shall promptly notify the Company of any
such  order  and  shall  cooperate  fully  with the Company in protecting such
information  to  the  extent  possible  under  applicable  law.
          (d)     Upon termination of Executive's employment with the Company,
or  at  any  other  time  as  the Company may request, Executive will promptly
deliver to the Company all documents which Executive may possess or have under
his  direction  or  control  (whether  prepared  by the Company, an affiliated
entity,  Executive or a third party) relating to the Company or its affiliated
entities  or  any  of  their  respective  businesses  or  properties.
          (e)      During the Employment Term and for a period of one (1) year
following  termination  thereof  (except  for  termination pursuant to Section
8(a)(iv) or (vi)), Executive shall not enter into Competition with the Company
or  any  of  its  affiliated  entities.
          (f)     In the event of a breach or potential breach of this Section
9, Executive acknowledges that the Company and its affiliated entities will be
caused irreparable injury and that money damages may not be an adequate remedy
and  agree that the affiliated entities shall be entitled to injunctive relief
(in  addition  to  its  other  remedies at law) to have the provisions of this
Section  9  enforced.
     10.          Executive  Representation.
     Executive  represents  and  warrants  that  he is under no contractual or
other  limitation  from  entering  into  this  Agreement  and  performing  his
obligations  hereunder.
     11.          Indemnification
     The  Executive shall be entitled to be indemnified by the Company for his
actions  as  an officer, director, employee, agent or fiduciary of the Company
or  its  affiliated entities to the fullest extent permitted by applicable law
and  shall,  to  the extent the Company does not or is unable as a result of a
conflict  between  the parties to undertake his defense, have reasonable legal
fees  (including,  but  not  limited  to, a retainer fee) and other reasonable
expenses paid to him in advance of final disposition of a proceeding, provided
that  he has actually incurred such expenses and he executes an undertaking to
repay such amounts if, and to the extent, required to do so by applicable law.
 The  Company  shall  cover  the  Executive under any directors' and officers'
liability  insurance  policy  to the same extent as its other senior officers.

     12.          Stock  Options.
     On  the  Effective Date, Parent shall grant to Executive, in exchange for
the cancellation of the Executive's options (assumed by Parent pursuant to the
Merger)  to  purchase  9,500  shares  of  the Company's common stock under the
Company's  1990  Executive  Option Plan, immediately exercisable stock options
under  a  stock  option  plan    of the Parent (the "Plan") to purchase 25,000
shares  of  Parent's  common  stock,  $.01  par  value  per share (the "Common
Stock").  Such options shall continue to be exercisable for a term of ten (10)
years,  irrespective  of whether Executive remains employed by the Company, at
an  exercise  price  equal  to  the fair market value per share on the date of
grant,  subject  to  adjustment  as  provided  in the Plan.  Parent shall file
within  ten business days of the Effective Date, and shall maintain in effect,
a  registration  statement  on  Form  S-8 under the Securities Act of 1933, as
amended,  registering the shares of Common Stock issuable upon exercise of all
stock  options  held  by  Executive  and  the  resale  thereof  by  him.
     13.          Change  of  Control.
     Upon  a  "Change of Control" (as defined below) of the Company or Parent,
the Company shall pay Executive, within thirty (30) days of such event, a lump
sum  equal  to  three (3) times the amount of his Base Salary in effect at the
time  of  such  event,  together  with a pro rata portion of the bonus accrued
through  the  date  of  such  Change  of  Control.   As used herein "Change of
Control"means  (a)  a  change  in control as such term is presently defined in
Regulation  240.12b-2  under  the  Securities  Exchange Act of 1934 ("Exchange
Act"); or (b) if any "person" (as such term is used in Section 13(d) and 14(d)
of  the  Exchange Act) in either the case of the Company or Parent (other than
the  Parent or any "person" who on the date of this Agreement is a director or
officer of the Parent or Company, as the case may be), becomes the "beneficial
owner"  (as  defined  in  Rule  13(d)-3  under  the Exchange Act), directly or
indirectly,  of  securities  of  the  Company  or  Parent, as the case may be,
representing  twenty  (20%)  percent  of  the voting power of the Company's or
Parent's then outstanding securities, as the case may be; or (c) if during any
period of two (2) consecutive years during the term of Executive's employment,
individuals  who  at  the  beginning  of  such  period constitute the Board of
Directors  of  either the Company or Parent cease for any reason to constitute
at  least  a  majority  thereof.
     14.          Entire  Agreement;  Modification.
     This  Agreement  constitutes  the  full and complete understanding of the
parties  hereto  and  will  supersede all prior agreements and understandings,
oral  or  written,  with  respect to the subject matter hereof.  Each party to
this  Agreement acknowledges that no representations, inducements, promises or
agreements,  oral  or  otherwise,  have  been  made by either party, or anyone
acting  on  behalf  of either party, which are not embodied herein and that no
other agreement, statement or promise not contained in this Agreement shall be
valid  or binding.  This Agreement may not be modified or amended except by an
instrument  in  writing  signed by the party against whom or which enforcement
may  be  sought.
     15.          Severability.
     Any term or provision of this Agreement which is invalid or unenforceable
in  any  jurisdiction  shall,  as  to such jurisdiction, be ineffective to the
extent  of  such  invalidity  or unenforceability without rendering invalid or
unenforceable  thc  remaining  terms  and  provisions  of  this  Agreement  or
affecting  the validity or enforceability of any of the terms of provisions of
this  Agreement  in  any  other  jurisdiction.
     16.          Waiver  of  Breach.
     The  waiver by any party of a breach of any provisions of this Agreement,
which  waiver  must  be in writing to be effective, shall not operate as or be
construed  as  a  waiver  of  any  subsequent  breach.
     17.          Notices.
     All  notices  hereunder  shall  be in writing and shall be deemed to have
been  duly  given  when delivered by hand, or one day after sending by express
mail  or  other  "overnight  mail  service,"  or  three  days after sending by
certified  or  registered  mail,  postage  prepaid, return receipt requested. 
Notice  shall be sent as follows: if to Executive, to the address as listed in
the  Company's records; and if to the Company, to the Company at its office as
set forth at the head of this Agreement, to the attention of its President and
Chief Operating Officer.  Either party may change the notice address by notice
given  as  aforesaid.
     18.          Assignability;  Binding  Effect.
     This  Agreement  shall  be  binding  upon  and  inure  to  the benefit of
Executive  and  Executive's legal representatives, heirs and distributees, and
shall  be binding upon and inure to the benefit of the Company, its successors
and  assigns.    This  Agreement  may  not be assigned by the Executive.  This
Agreement  may  not  be  assigned  by  the Company except in connection with a
merger  or a sale by the Company of all or substantially all of its assets and
then  only  provided  the  assignee specifically assumes in writing all of the
Company's  obligations  hereunder.
     19.          Governing  Law.
          (a)          All  issues  pertaining  to the validity, construction,
execution and performance of this Agreement shall be construed and governed in
accordance  with  the  laws of the State of New York, without giving effect to
the  conflict  or  choice  of  law  provisions  thereof.
          (b)        Any dispute or controversy with regard to this Agreement,
other  than  injunctive  relief  pursuant  to  Section  9, shall be settled by
arbitration  in New York, New York before the American Arbitration Association
("AAA")  in  accordance  with the Rules of Commercial Arbitration of the AAA. 
The  decision  of  the arbitrators shall be final and binding upon the parties
hereto and may be entered in any court having jurisdiction.  The Company shall
advance  all  of  the  Executive's  expenses  (including,  without limitation,
reasonable  counsel  fees)  incurred  in  connection  with  such  arbitration,
provided  that  Executive  shall repay the same in the event he is not, to any
extent,  the  prevailing  party.
     20.          Headings.
     The  headings  in  this  Agreement are intended solely for convenience of
reference  and  shall be given no effect in the construction or interpretation
of  this  Agreement.
     21.          Counterparts.
     This  Agreement  may  be  executed in several counterparts, each of which
shall  be  deemed to be an original but all of which together shall constitute
one  and  the  same  instrument.
     22.          Guarantee  and  Joinder.
     Parent  hereby  unconditionally  and  irrevocably  guarantees, as primary
obligor  not  merely  as  surety:  (i)  the  punctual  payment when due of all
obligations  of the Company arising under this Agreement; and (ii) the due and
punctual  performance  and  observance  by  the  Company  of  all  covenants,
agreements  and conditions on its part to be performed and observed under this
Agreement.    Parent  hereby  agrees  to  comply  with,  and be bound by  this
Agreement.

     IN  WITNESS  WHEREOF,  the  Company  and  Parent  have  each  caused this
Agreement  to  be  duly  executed  by  an authorized officer and Executive has
hereunto  set  his  hand  as  of  the  date  first  set  forth  above.
MIAMI  SUBS  CORPORATION
By:
Name:  Donald  L.  Perlyn
Title:  President

Frank  Baran
NATHAN'S  FAMOUS,  INC.
By:
Name:
Title:





                                                                  EXHIBIT 99.1

February  1,  1999                              Contact:    Donald  L.  Perlyn
For  Immediate  Release                                     Jerry  W.  Woda
                                                            (954) 973-0000


                            MIAMI SUBS CORPORATION
                            NATHAN'S FAMOUS, INC.
                     ANNOUNCE DEFINITIVE MERGER AGREEMENT


Fort  Lauderdale,  Florida,  February  1,  1999...Miami  Subs  Corporation
(NASDAQ:SUSCD)    and  Nathan's Famous, Inc. (NASDAQ:NATH) reported today that
the  companies  have  entered  into  a definitive merger agreement pursuant to
which  Nathan's will acquire the issued and outstanding shares of common stock
of  Miami  Subs in exchange for common stock of Nathan's having a market price
of  $2.068  per share at closing but no more than one share of Nathan's common
stock  for  each  two  shares  of common stock of Miami Subs.  Shareholders of
Miami  Subs will also receive warrants to purchase Nathan's common stock which
have  an exercise price of $6.00 per share at the rate of one warrant for each
four shares of Nathan's common stock received by Miami Subs shareholders.  The
merger  is  subject  to  certain  conditions,  including  completion  of  due
diligence,  receipt  of  a fairness opinion, and approval by a majority of the
shareholders of Nathan's and Miami Subs.  In November 1998, Nathan's acquired,
in a private transaction, approximately 30% of the outstanding common stock of
Miami  Subs.

Wayne  Norbitz,  president  of  Nathan's  Famous,  Inc.,  stated,  "We  are
enthusiastic  about  our potential acquisition of Miami Subs, which we believe
represents a significant step towards realizing Nathan's growth strategy.  The
combined  entity  would double the revenue base of Nathan's and is expected to
be  accretive  to  earnings.  We shall seek to exploit opportunities to market
and  develop each company's concept separately, as well as in concert, through
co-branding  opportunities.    We  will also seek to make margin improvements,
leverage  and  enhance  management  and  effectuate  cost  efficiencies."

"Nathan's  is  a  natural partner for us," said Donald L. Perlyn president and
chief  operating  officer  of  Miami  Subs  Corporation.    "It  is not only a
situation where we enhance our product line, but one where we will improve our
financial  strength and development potential as well.  It was clearly time to
seek  a strategic alliance for our Company, and I am certain we are making the
right  move  by  joining  forces  with  Nathan's."

Miami  Subs  Corporation  currently  operates  and  franchises 194 restaurants
located  in 16 states, Puerto Rico, Peru, the Dominican Republic, and Ecuador.
The  Nathan's  Famous retail system is currently comprised of 26 Company-owned
units,  168  franchised or licensed units, and over 500 Branded Product points
of  distribution,  located in twenty-nine states, the District of Columbia and
two  foreign  countries,  featuring  Nathan's  world famous all-beef hot dogs.

Except  for historical information contained in this news release, the matters
discussed are forward looking statements that involve risks and uncertainties.
 Among  the  factors  that could cause actual results to differ materially are
the  following:  the effect of business and economic conditions; the impact of
competitive  products  and  pricing;  capacity;  the  regulatory  and  trade
environment;  and  the risk factors reported from time to time in Nathan's and
Miami  Subs'  SEC  reports.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 314425}]
{"company-data": {"conformed-name": "MIAMI SUBS CORP", "cik": "0000875174", "assigned-sic": "5812", "irs-number": "650249329", "state-of-incorporation": "FL", "fiscal-year-end": "0527"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19623", "film-number": "99520417"}, "business-address": {"street1": "6300 N W 31ST AVE", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "3059730000"}, "mail-address": {"street1": "6300 NW 31ST AVENUE", "city": "FT LAUDERDALE", "state": "FL", "zip": "33309"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      

                                   FORM 8-K

                                CURRENT REPORT
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date  of  Report  (date  of  earliest  event  reported):  JANUARY  15,  1999

                            MIAMI SUBS CORPORATION
            (Exact name of registrant as specified in its charter)

             FLORIDA                  0-19623           65-0249329
     (State or other jurisdiction   (Commission        (IRS employer
         of  incorporation)        file  number)     identification  no.)

6300  N.W.  31ST  AVENUE,  FORT  LAUDERDALE,  FLORIDA          33309
     (Address  of  principal  executive  offices)          (Zip  code)

Registrant's  telephone  number,  including  area  code:    (954)  973-0000

                              (NOT  APPLICABLE)
        (Former name or former address, if changed since last report)

                             Page 1 of 122 pages
                           Exhibit Index at Page 3

     ITEM  5.          OTHER  EVENTS.

     On  January  15,  1999,  Miami  Subs  Corporation , a Florida corporation
("Miami  Subs"),  Nathan's  Famous, Inc., a Delaware corporation ("Nathan's"),
and  Miami  Acquisition  Corp.,  a newly formed Florida corporation and wholly
owned  subsidiary  of  Nathan's ("Sub"), entered into an Agreement and Plan of
merger  dated  as  of  January  15, 1999 (the "Merger Agreement"), pursuant to
which  Sub will merge with and into Miami Subs (the "Merger"), with Miami Subs
thereafter  becoming  a  wholly  owned  subsidiary  of  Nathan's.

     Pursuant  to  the terms of the Merger Agreement, each share of Miami Subs
common  stock,  $  .01  par  value  per  share  ("Miami  Subs  Common Stock"),
outstanding  immediately prior to the effective time (the "Effective Time") of
the  Merger  (other  than  shares held by Nathan's or in the treasury of Miami
Subs  and  other  than  shares  with  respect  to which dissenter's rights are
properly  exercised) will be converted into the right to receive a fraction of
a  share  of    Nathan's    common stock, $ .01 par value per share ("Nathan's
Common  Stock"), having a value of $2.068 (provided that Nathan's shall not be
required  to  issue  more than one share of Nathan's Common Stock for each two
shares  of  Miami  Subs  Common  Stock).  In addition, for each four shares of
Nathan's  Common  Stock  that a Miami Subs shareholder is entitled to receive,
such  holder  shall  be  entitled  to  receive one warrant (the "Warrants") to
purchase  one share of Nathan's Common Stock at an exercise price of $6.00 per
share.

     Each holder of Miami Subs Common Stock who would otherwise be entitled to
receive a fractional share of Nathan's Common Stock (after taking into account
all of the holder's certificates representing shares of Nathan's Common Stock)
will  be  entitled  to  receive  cash  (without  interest)  in  lieu  thereof.

     Consummation  of  the  Merger  is  subject  to  satisfaction  of  certain
conditions,  including,  without  limitation, the satisfactory completion of a
due  diligence  investigation  by each of the companies, receipt of a fairness
opinion  by  each of the companies and approval by the shareholders of each of
the  companies.

     The  Merger  Agreement  and  Merger  will  be submitted for approval at a
special  meeting  of  shareholders  of  Miami Subs and at a special meeting of
stockholders  of  Nathan's.  Prior thereto, Nathan's shall file a registration
statement  (including  a prospectus that will serve as a joint proxy statement
for  the  companies'  special  meetings)  with  the  Securities  and  Exchange
Commission  to  register  under  the  Securities  Act of 1933, as amended, the
shares of Nathan's Common Stock and Warrants (including the shares of Nathan's
Common  Stock  underlying  such  Warrants)  to  be  issued  to  Miami  Subs'
shareholders  in  connection  with  the  Merger.

     The  foregoing  summary  of  the  Merger  is qualified in its entirety by
reference  to  the  text of the Merger Agreement, and Miami Subs Press Release
dated  February  1,  1999, which are attached hereto as Exhibits 2.1 and 99.1,
respectively,  and  are  incorporated  herein  by  reference.

                             Page 2 of 122 pages

       ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                                  EXHIBITS.

          (c)          Exhibits

          The  following  Exhibits  are  provided  in  accordance  with  the
provisions  of  Item  601  of  Regulation  S-K  and  are filed herewith unless
otherwise  noted.

                                EXHIBIT INDEX

     2.1      Plan and Agreement of Merger made and entered into as of January
15,  1999, among Nathan's Famous, Inc., Miami Acquisition Corp. and Miami Subs
Corporation.

     99.1      Press Release of Miami Subs Corporation dated February 1, 1999.

                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly caused this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                           MIAMI SUBS CORPORATION

Date:      February  3,  1999          By:    /s/    Jerry W. Woda
                                              JERRY  W.  WODA
                                           Senior  Vice  President,
                                           Chief  Financial Officer,
                                           and  Principal  Accounting
                                           and Financial Officer

                                                         

                             Page 3 of 122 pages

                                                                   EXHIBIT 2.1

                         AGREEMENT AND PLAN OF MERGER

                                 BY AND AMONG

                            NATHAN'S FAMOUS, INC.

                           MIAMI ACQUISITION CORP.

                                     AND

                            MIAMI SUBS CORPORATION

                         DATED AS OF JANUARY 15, 1999

                              TABLE OF CONTENTS
                                                                        PAGE

ARTICLE  I  THE  MERGER                                                 1
1.1.  THE  MERGER                                                       1
1.2.  EFFECTIVE  TIME;  CLOSING                                         2
1.3.  EFFECT  OF  THE  MERGER                                           2
1.4.  ARTICLES  OF  INCORPORATION;  BYLAWS;  DIRECTORS  AND  OFFICERS   2
1.5.  DIRECTORS  AND  OFFICERS                                          2
1.6.  EFFECT  ON  CAPITAL  STOCK                                        2
1.7.  DISSENTING  SHARES                                                4
1.8.  SURRENDER  OF  CERTIFICATES                                       4
1.9.  NO  FURTHER  OWNERSHIP  RIGHTS  IN  MSC  CAPITAL  STOCK           5
1.10.  LOST,  STOLEN  OR  DESTROYED  CERTIFICATES                       6
1.11.  TAKING  OF  NECESSARY  ACTION;  FURTHER  ACTION                  6
1.12.  MATERIAL  ADVERSE  EFFECT                                        6
ARTICLE  II  REPRESENTATIONS  AND  WARRANTIES  OF  MIAMI  SUBS          6
2.1.  ORGANIZATION  OF  MIAMI  SUBS                                     6
2.2.  MIAMI  SUBS  CAPITAL  STRUCTURE                                   7
2.3.  SUBSIDIARIES                                                      7
2.4.  OBLIGATIONS  WITH  RESPECT  TO  CAPITAL  STOCK                    8
2.5.  AUTHORITY;  ENFORCEABILITY;  NON  CONTRAVENTION;  CONSENTS        8
2.6. SECTION 607.0902 OF THE FLORIDA BUSINESS CORPORATION ACT NOT APPLICABLE  
                                                                        9
2.7.  SEC  FILINGS;  MIAMI  SUBS'  FINANCIAL  STATEMENTS                10
2.8.  ABSENCE  OF  CERTAIN  CHANGES  OR  EVENTS                         11
2.9.  TAXES                                                             11
2.10.  INTELLECTUAL  PROPERTY                                           11
2.11.  COMPLIANCE;  PERMITS;  RESTRICTIONS                              12
2.12.  LITIGATION                                                       12
2.13.  BROKERS'  AND  FINDERS'  FEES                                    13
2.14.  EMPLOYEE  BENEFIT  PLANS                                         13
2.15.  ABSENCE  OF  LIENS  AND  ENCUMBRANCES                            13
2.16.  ENVIRONMENTAL  MATTERS                                           13
2.17.  LABOR  MATTERS                                                   14
2.18.  AGREEMENTS,  CONTRACTS  AND  COMMITMENTS                         14
2.19.  CHANGE  OF  CONTROL  PAYMENTS                                    16
2.20.  STATEMENTS;  PROXY  STATEMENT/PROSPECTUS                         16
2.21.  BOARD  APPROVAL                                                  16
2.22.  MINUTE  BOOKS                                                    17
2.23.  POLITICAL  CONTRIBUTIONS                                         17
2.24.  DISCLOSURE                                                       17

ARTICLE  III  REPRESENTATIONS AND WARRANTIES OF NATHAN'S AND MERGER SUB 17
3.1.  ORGANIZATION  OF  NATHAN'S                                        17
3.2.  NATHAN'S  CAPITAL  STRUCTURE                                      17
3.3.  SUBSIDIARIES                                                      18
3.4.  OBLIGATIONS  WITH  RESPECT  TO  CAPITAL  STOCK                    19
3.5.  AUTHORITY;  ENFORCEABILITY;  NON  CONTRAVENTION;  CONSENTS        19
3.6.  SEC  FILINGS;  NATHAN'S  FINANCIAL  STATEMENTS                    20
3.7.  ABSENCE  OF  CERTAIN  CHANGES  OR  EVENTS                         21
3.8.  TAXES                                                             21
3.9.  INTELLECTUAL  PROPERTY                                            22
3.10.  COMPLIANCE;  PERMITS;  RESTRICTIONS                              22
3.11.  LITIGATION                                                       23
3.12.  BROKERS'  AND  FINDERS'  FEES                                    23
3.13.  EMPLOYEE  BENEFIT  PLANS                                         23
3.14.  ABSENCE  OF  LIENS  AND  ENCUMBRANCES                            23
3.15.  ENVIRONMENTAL  MATTERS                                           23
3.16.  LABOR  MATTERS                                                   24
3.17.  AGREEMENTS,  CONTRACTS  AND  COMMITMENTS                         24
3.18.  CHANGE  OF  CONTROL  PAYMENTS                                    26
3.19.  STATEMENTS;  PROXY  STATEMENT/PROSPECTUS                         26
3.20.  BOARD  APPROVAL                                                  26
3.21.  MINUTE  BOOKS                                                    27
3.22.  POLITICAL  CONTRIBUTIONS                                         27
3.23.  DISCLOSURE                                                       27
ARTICLE  IV  CONDUCT  PRIOR  TO  THE  EFFECTIVE  TIME                   27
4.1.  CONDUCT  OF  BUSINESS                                             27
ARTICLE  V  ADDITIONAL  AGREEMENTS                                      29
5.1.  PROXY STATEMENT/PROSPECTUS; REGISTRATION STATEMENT; OTHER FILINGS 29
5.2.  MEETINGS  OF  STOCKHOLDERS                                        30
5.3.  ACCESS  TO  INFORMATION;  CONFIDENTIALITY                         30
5.4.  NO  SOLICITATION  BY  MIAMI  SUBS                                 31
5.5.  PUBLIC  DISCLOSURE                                                32
5.6.  LEGAL  REQUIREMENTS                                               33
5.7.  THIRD  PARTY  CONSENTS                                            33
5.8.  FIRPTA                                                            33
5.9.  NOTIFICATION  OF  CERTAIN  MATTERS                                33
5.10.  BEST  EFFORTS  AND  FURTHER  ASSURANCES                          33
5.11.  STOCK  OPTIONS                                                   34
5.12.  REGISTRATION  RIGHTS                                             34
5.13.  INDEMNIFICATION  AND  INSURANCE                                  34
5.14.  NASDAQ  LISTING                                                  36
5.15.  BOARD  OF  DIRECTORS  OF  NATHAN'S                               36
5.16.  EMPLOYMENT  AGREEMENTS                                           36
ARTICLE  VI  CONDITIONS  TO  THE  MERGER                                36
6.1.  CONDITIONS  TO  OBLIGATIONS  OF  EACH  PARTY TO EFFECT THE MERGER 36
6.2.  ADDITIONAL  CONDITIONS  TO  OBLIGATIONS  OF  MIAMI  SUBS          37
6.3.  ADDITIONAL  CONDITIONS TO THE OBLIGATIONS OF NATHAN'S AND MERGER SUB    
                                                                        38
ARTICLE  VII  TERMINATION,  AMENDMENT  AND  WAIVER                      39
7.1.  TERMINATION                                                       39
7.2.  NOTICE  OF  TERMINATION;  EFFECT  OF  TERMINATION                 41
7.3.  FEES  AND  EXPENSES                                               41
7.4.  AMENDMENT                                                         41
7.5.  EXTENSION;  WAIVER                                                41
ARTICLE  VIII  GENERAL  PROVISIONS                                      42
8.1.  NON-SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES                42
8.2.  NOTICES                                                           42
8.3.  INTERPRETATION;  KNOWLEDGE                                        43
8.4.  COUNTERPARTS                                                      43
8.5.  ENTIRE  AGREEMENT                                                 43
8.6.  SEVERABILITY                                                      43
8.7.  OTHER  REMEDIES;  SPECIFIC  PERFORMANCE                           44
8.8.  GOVERNING  LAW                                                    44
8.9.  RULES  OF  CONSTRUCTION                                           44
8.10.  ASSIGNMENT                                                       44

                              INDEX OF EXHIBITS
EXHIBIT  A          FORM  OF  WARRANT  AGREEMENT
EXHIBIT  B          FORM  OF  EMPLOYMENT  AGREEMENT  FOR  DONALD  L.  PERLYN
EXHIBIT  C          FORM  OF  EMPLOYMENT  AGREEMENT  FOR  JERRY  W.  WODA
EXHIBIT  D          FORM  OF  EMPLOYMENT  AGREEMENT  FOR  FRANK  BARAN

                         AGREEMENT AND PLAN OF MERGER
     This AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered
into  as  of  January  15,  1999,  among  Nathan's  Famous,  Inc.,  a Delaware
corporation ("Nathan's"), Miami Acquisition Corp., a Florida corporation and
a  wholly-owned  subsidiary  of  Nathan's  ("Merger  Sub"),  and  Miami Subs
Corporation,  a  Florida  corporation  ("Miami  Subs").
                                  RECITALS
     Upon  the  terms  and  subject to the conditions of this Agreement and in
accordance  with the Florida Business Corporation Act ("FBCA"), Nathan's and
Miami  Subs  will  enter  into  a business combination transaction pursuant to
which  Merger Sub will merge with and into Miami Subs (the "Merger") so that
Miami Subs will continue as the surviving corporation and will become a wholly
owned  subsidiary  of  Nathan's.
     The  respective  Boards  of Directors of Nathan's and Merger Sub (i) have
determined  that  the  Merger  is  consistent  with  and in furtherance of the
long-term  business  strategy of Nathan's and in its best interests, (ii) have
approved this Agreement, the Merger and the other transactions contemplated by
this  Agreement  and (iii) have resolved to recommend that the stockholders of
Nathan's  vote  to  approve  the  Merger.
     The  Board  of Directors of Miami Subs (i) has determined that the Merger
is  consistent  with  and in furtherance of the long-term business strategy of
Miami  Subs  and  in its best interests, (ii) has approved this Agreement, the
Merger and the other transactions contemplated by this Agreement and (iii) has
resolved  to recommend that the shareholders of Miami Subs vote to approve the
Merger.
     Nathan's  and  Merger  Sub,  on the one hand, and Miami Subs on the other
hand,  desire  to  make  certain  representations  and  warranties  and  other
agreements  in  connection  with  the  Merger.
     NOW,  THEREFORE,  in  consideration  of  the  covenants,  promises  and
representations  set  forth  herein,  and  for  other  good  and  valuable
consideration,  the  receipt and sufficiency of which are hereby acknowledged,
the  parties  agree  as  follows:
                                  ARTICLE I
                                  THE MERGER
     1.1.     The Merger.  At the Effective Time (as defined in Section 1.2)
and  subject  to  and  upon the terms and conditions of this Agreement and the
applicable  provisions  of  the FBCA, Merger Sub shall be merged with and into
Miami  Subs,  the  separate  corporate existence of Merger Sub shall cease and
Miami  Subs  shall  continue  as the surviving corporation.  Miami Subs as the
surviving corporation after the Merger is hereinafter sometimes referred to as
the  "Surviving  Corporation."
     1.2.        Effective Time; Closing.  Subject to the provisions of this
Agreement,  the  parties  hereto  shall  cause the Merger to be consummated by
filing  Articles of Merger (the "Articles of Merger") with the Department of
State  of  the  State of Florida in accordance with the relevant provisions of
the  FBCA  (the  time  of  such filing (or such later time as may be agreed in
writing  by  the  parties  and  specified in the Articles of Merger) being the
"Effective  Time")  as  soon as practicable on or after the Closing Date (as
herein  defined).    Unless  the  context  otherwise  requires,  the  term
"Agreement"  as  used  herein  refers collectively to this Agreement and the
Articles  of  Merger.   The closing of the Merger (the "Closing") shall take
place  at the offices of Blau, Kramer, Wactlar & Lieberman, P.C. at a time and
date  to  be specified by the parties, which shall be no later than the second
business  day  after the satisfaction or waiver of the conditions set forth in
Article  VI,  or  at  such other time, date and location as the parties hereto
agree  in  writing  (the  "Closing  Date").
     1.3.        Effect of the Merger.  At the Effective Time, the effect of
the  Merger  shall  be  as  provided  in  this  Agreement  and  the applicable
provisions of the FBCA.  Without limiting the generality of the foregoing, and
subject  thereto,  by  virtue  of  the  Merger  and the FBCA all the property,
rights,  privileges,  powers and franchises of Miami Subs and Merger Sub shall
vest  in  the  Surviving Corporation, and all debts, liabilities and duties of
Miami  Subs  and  Merger Sub shall become the debts, liabilities and duties of
the  Surviving  Corporation.
     1.4.         Articles of Incorporation; Bylaws; Directors and Officers.
          (a)          Unless  otherwise  determined  by Nathan's prior to the
Effective  Time, at the Effective Time, the Articles of Incorporation of Miami
Subs,  as  in  effect  immediately  prior  to the Effective Time, shall be the
Articles  of  Incorporation  of  the  Surviving  Corporation  until thereafter
amended  as provided by the FBCA and such Articles of Incorporation; provided,
however,  that  at  the  Effective  Time  the Articles of Incorporation of the
Surviving Corporation shall be amended so that the terms will be substantially
similar  to  those  contained  in the Articles of Incorporation of Merger Sub.
          (b)      The Bylaws of Merger Sub, as in effect immediately prior to
the  Effective  Time,  shall  be,  at  the  Effective  Time, the Bylaws of the
Surviving  Corporation  until  thereafter  amended,  altered,  or  repealed as
provided  therein,  in  the  Articles  of  Incorporation  of  the  Surviving
Corporation  and  the  FBCA.
     1.5.      Directors and Officers.  The directors and officers of Merger
Sub immediately prior to the Effective Time shall be the initial directors and
officers  of  the  Surviving  Corporation, in each case until their respective
successors  are  duly  elected  or  appointed  and  qualified.
     1.6.      Effect on Capital Stock.  At the Effective Time, by virtue of
the  Merger  and  without  any  action  on  the  part  of  any holder thereof:
          (a)         Conversion of MSC Capital Stock.  Each share of Common
Stock,  par  value  $.01  per share, of Miami Subs (the "MSC Capital Stock")
issued and outstanding immediately prior to the Effective Time (other than any
shares  of MSC Capital Stock to be canceled pursuant to Section 1.6(b) and any
Dissenting Shares (as defined in and to the extent provided in Section 1.7(a))
will  be  canceled  and  extinguished  and automatically converted (subject to
Sections 1.6(e)) into the right to receive (i) a fraction of a share of Common
Stock,  par  value $.01 per share, of Nathan's (the "Nathan's Common Stock")
having  a  value  of  $2.068  (the  "Exchange  Ratio") upon surrender of the
certificate  representing  such  share  of  MSC  Capital  Stock  in the manner
provided  in  Section  1.8  (or  in  the  case  of a lost, stolen or destroyed
certificate,  upon  delivery  of  an  affidavit (and bond, if required) in the
manner provided in Section 1.10); provided, however that Nathan's shall not be
required  to  issue  more than one share of Nathan's Common Stock for each two
shares  of  MSC  Capital Stock.  In addition, for each four shares of Nathan's
Common  Stock  that a holder of MSC Capital Stock is entitled to receive, such
holder  shall  be  entitled  to  receive  one warrant to purchase one share of
Nathan's  Common  Stock  (the  "Warrant")  at an exercise price of $6.00 per
share  pursuant to the terms of a Warrant Agreement, substantially in the form
of  Exhibit A hereto.  Nathan's will not issue Warrants to purchase a fraction
of  a  share  of  Nathan's  Common  Stock.  For the purpose of calculating the
Exchange  Ratio,  the  value  of a share of Nathan's Common Stock shall be the
average  closing  price  of  a share of Nathan's Common Stock for the ten most
recent  days  that Nathan's Common Stock has traded, ending on the trading day
immediately  prior  to  the  Closing  Date, as reported on the Nasdaq National
Market  System.
          (b)       Cancellation of Nathan's-Owned Stock.  Each share of MSC
Capital  Stock  held  in  the  treasury  of Miami Subs or owned by Merger Sub,
Nathan's or any direct or indirect wholly owned subsidiary of Miami Subs or of
Nathan's  immediately  prior  to  the  Effective  Time  shall  be canceled and
extinguished  without  any  conversion  thereof.
          (c)          Stock Options.  At the Effective Time, all options to
purchase  MSC Capital Stock then outstanding under Miami Subs's 1990 Executive
Option  Plan (the "Miami Subs Option Plan"), and the options and warrants to
purchase shares of Miami Subs Common Stock otherwise listed on Schedule 1.6(c)
(the  "Miami Subs Stock Options") shall be assumed by Nathan's in accordance
with  Section  5.11  hereof.
          (d)      Capital Stock of Merger Sub.  Each share of Common Stock,
par  value  $.01  per  share, of Merger Sub issued and outstanding immediately
prior  to  the  Effective  Time  shall be converted into and exchanged for one
validly  issued, fully paid and nonassessable share of Common Stock, par value
$.01  per  share,  of  the  Surviving  Corporation.  Each stock certificate of
Merger  Sub evidencing ownership of any such shares shall continue to evidence
ownership  of  such  shares  of  capital  stock  of the Surviving Corporation.
          (e)       Fractional Shares.  No fraction of a share or Warrant to
purchase  a  fraction  of  a  share of Nathan's Common Stock will be issued by
virtue  of  the  Merger,  but  in lieu of fractional shares of Nathan's Common
Stock,  each  holder  of  shares  of  MSC Capital Stock who would otherwise be
entitled  to a fraction of a share of Nathan's Common Stock (after aggregating
all  fractional shares of Nathan's Common Stock to be received by such holder)
shall  receive  from  Nathan's an amount of cash (rounded to the nearest whole
cent)  equal  to  the  product  of  (i)  such fraction, multiplied by (ii) the
average  closing  price  of  a share of Nathan's Common Stock for the ten most
recent  days  that Nathan's Common Stock has traded, ending on the trading day
immediately  prior  to  the  Closing  Date, as reported on the Nasdaq National
Market  System. 
     1.7.          Dissenting  Shares.
          (a)          Notwithstanding  any provision of this Agreement to the
contrary,  the  shares of any holder of MSC Capital Stock who has demanded and
perfected  appraisal  rights  for  such shares in accordance with the FBCA and
who, as of the Effective Time, has not effectively withdrawn or forfeited such
appraisal  rights  ("Dissenting  Shares"),  shall  not  be converted into or
represent  a  right  to receive Nathan's Common Stock pursuant to Section 1.6,
but the holder thereof shall only be entitled to such rights as are granted by
the  FBCA.
          (b)        Notwithstanding the foregoing, if any holder of shares of
MSC  Capital  Stock  who demands appraisal of such shares under the FBCA shall
effectively  withdraw or forfeit the right to appraisal, then, as of the later
of  the  Effective Time and the occurrence of such event, such holder's shares
shall  automatically be converted into and represent only the right to receive
pursuant  to  the  Exchange  Ratio Nathan's Common Stock and Warrants, without
interest  thereon,  upon  surrender  of  the  certificate(s) representing such
shares  in  compliance  with  Section  1.8.
          (c)          Miami Subs shall give Nathan's (i) prompt notice of any
written  demands for appraisal of any shares of MSC Capital Stock, withdrawals
of  such  demands,  and  any other instruments served pursuant to the FBCA and
received  by Miami Subs which relate to any such demand for appraisal and (ii)
the  opportunity to participate in all negotiations and proceedings which take
place  prior to the Effective Time with respect to demands for appraisal under
the  FBCA.    Miami  Subs  shall not, except with the prior written consent of
Nathan's or as may be required by applicable law, voluntarily make any payment
with  respect  to  any  demands for appraisal of MSC Capital Stock or offer to
settle  or  settle any such demands or approve any withdrawal of such demands.
     1.8.          Surrender  of  Certificates.
          (a)          Exchange Agent.  Nathan's shall select American Stock
Transfer  and  Trust Company or another institution reasonably satisfactory to
Miami  Subs  to  act  as  the  exchange  agent (the "Exchange Agent") in the
Merger.
          (b)          Nathan's to Provide Common Stock.  Promptly after the
Effective  Time,  Nathan's  shall  make  available  to  the Exchange Agent for
exchange  in  accordance  with  this  Article I, the shares of Nathan's Common
Stock  (together with any dividends or distributions with respect thereto) and
Warrants  issuable  pursuant to Section 1.6 in exchange for outstanding shares
of  MSC Capital Stock, and cash in an amount sufficient for payment in lieu of
fractional  shares  pursuant  to  Section  1.6(e).
          (c)       Exchange Procedures.  Promptly after the Effective Time,
Nathan's  shall  cause the Exchange Agent to mail to each holder of record (as
of the Effective Time) of a certificate or certificates (the "Certificates")
which  immediately  prior to the Effective Time represented outstanding shares
of  MSC  Capital  Stock  whose shares were converted into the right to receive
shares  of Nathan's Common Stock and Warrants pursuant to Section 1.6 and cash
in  lieu  of any fractional shares pursuant to Section 1.6(e), (i) a letter of
transmittal  (which shall specify that delivery shall be effected, and risk of
loss  and  title  to  the  Certificates  shall pass, only upon delivery of the
Certificates  to  the Exchange Agent accompanied by a properly executed letter
of  transmittal  and  shall  be in such form and have such other provisions as
Nathan's  may  reasonably  specify) and (ii) instructions for use in effecting
the  surrender  of  the Certificates in exchange for certificates representing
shares  of  Nathan's Common Stock, Warrants and cash in lieu of any fractional
shares  pursuant  to  Section 1.6(e).  Upon surrender to the Exchange Agent of
one  or  more  Certificates  for  cancellation,  together  with such letter of
transmittal,  duly  completed  and  validly  executed  in  accordance with the
instructions  thereto,  the holder of such Certificate(s) shall be entitled to
receive  in  exchange  therefor a certificate representing the number of whole
shares  of  Nathan's Common Stock, and, as applicable, Warrants and payment in
lieu  of fractional shares which such holder has the right to receive pursuant
to  Section  1.6(e). Subject to Section 1.7 hereof, until so surrendered, each
outstanding  Certificate will be deemed from and after the Effective Time, for
all corporate purposes, to evidence the ownership of the number of full shares
of  Nathan's  Common Stock and, as applicable, Warrants into which such shares
of  MSC Capital Stock shall have been so converted and the right to receive an
amount  in cash in lieu of the issuance of any fractional shares in accordance
with  Section  1.6(e).
          (d)      Transfers of Ownership.  If any certificate for shares of
Nathan's Common Stock or any Warrant is to be issued in a name other than that
in  which  the  Certificate surrendered in exchange therefor is registered, it
will  be  a  condition  of  the  issuance  thereof  that  the  Certificate  so
surrendered  will  be  properly  endorsed  and  otherwise  in  proper form for
transfer  and  that  the person requesting such exchange will have paid to the
Exchange  Agent  any  transfer  or  any  other taxes required by reason of the
issuance  of  a  certificate for shares of Nathan's Common Stock or Warrant in
any  name  other  than  that  of  the  registered  holder  of  the Certificate
surrendered,  or  established  to  the satisfaction of the Exchange Agent that
such  tax  has  been  paid  or  is  not  payable.
          (e)     No Liability.  Notwithstanding anything to the contrary in
this  Section  1.8,  neither  the  Exchange  Agent,  Nathan's,  the  Surviving
Corporation  nor any party hereto shall be liable to any holder of MSC Capital
Stock  for  any  Nathan's  Common  Stock (including dividends or distributions
thereon), Warrants or cash in lieu of fractional shares, properly delivered to
a  public  official  pursuant to any applicable abandoned property, escheat or
similar  law.
     1.9.      No Further Ownership Rights in MSC Capital Stock.  All shares
of  Nathan's  Common Stock (including dividends and distributions thereon) and
Warrants  issued upon the surrender for exchange of Certificates in accordance
with  the terms hereof (including any cash paid in respect thereof pursuant to
Section  1.6(e))  shall  be deemed to have been issued in full satisfaction of
all  rights pertaining to such shares of MSC Capital Stock, and there shall be
no  further  registration  of  transfers  on  the  records  of  the  Surviving
Corporation  of shares of MSC Capital Stock which were outstanding immediately
prior  to  the  Effective Time.  If after the Effective Time, Certificates are
presented  to  the  Surviving  Corporation  for  any  reason, they shall, when
accompanied  by proper documentation, be exchanged and canceled as provided in
this  Article  I.
     1.10.         Lost, Stolen or Destroyed Certificates.  In the event any
Certificates  shall  have  been  lost, stolen or destroyed, the Exchange Agent
shall  issue in exchange for such lost, stolen or destroyed Certificates, upon
the  making  of  an  affidavit  of that fact by the holder thereof, such whole
number of shares of Nathan's Common Stock into which the shares of MSC Capital
Stock  evidenced  thereby  shall  have  been  converted,  and,  as applicable,
Warrants  and  cash  in lieu of fractional shares; provided, however, that
Nathan's  may,  in its discretion and as a condition precedent to the issuance
thereof,  require  the owner of such lost, stolen or destroyed Certificates to
deliver  a  bond  in such sum as it may reasonably direct as indemnity against
any claim that may be made against Nathan's or the Exchange Agent with respect
to  the  Certificates  alleged  to  have  been  lost,  stolen  or  destroyed.
     1.11.      Taking of Necessary Action; Further Action.  If, at any time
after  the  date hereof, any further action is necessary or desirable to carry
out  the purposes of this Agreement and to vest the Surviving Corporation with
full  right, title and possession to all assets, property, rights, privileges,
powers  and  franchises  of  Miami  Subs and Merger Sub, the then officers and
directors  of  Miami  Subs  and Merger Sub are fully authorized in the name of
their  respective  corporations  or otherwise to take, and will take, all such
lawful  and  necessary  action, so long as such action is consistent with this
Agreement.
     1.12.      Material Adverse Effect.  When used in connection with Miami
Subs  or  Nathan's  as  the  case may be, the term "Material Adverse Effect"
means,  for  purposes  of  this  Agreement,  any  change, event or effect that
individually  or  when  taken  together with all other such changes, events or
effects  that  have  occurred  prior  to  the  date  of  determination  of the
occurrence  of  the  Material  Adverse Effect is or is reasonably likely to be
materially  adverse  to the business, operations, assets (including intangible
assets),    condition  (financial  or  otherwise), or results of operations or
prospects of Miami Subs and its subsidiaries or Nathan's and its subsidiaries,
as  the  case  may  be,  taken  as  a  whole.
                                  ARTICLE II
                 REPRESENTATIONS AND WARRANTIES OF MIAMI SUBS
     Miami Subs represents and warrants to Nathan's and Merger Sub, subject to
the  exceptions  specifically  disclosed  in  writing in the disclosure letter
supplied  by  Miami  Subs  to  Nathan's  and  Merger  Sub  (the  "Miami  Subs
Schedules", which are incorporated herein by reference and made a part hereof
as  if  fully  set  forth  herein),  as  follows:
     2.1.      Organization of Miami Subs.  Miami Subs is a corporation duly
organized,  validly  existing and in good standing under the laws of the State
of  Florida, has the requisite corporate power and authority to own, lease and
operate  its  properties and  assets as and where the same are owned, operated
or  leased and to carry on its business as now being conducted and as proposed
to  be conducted, and is duly qualified to do business and is in good standing
as  a  foreign  corporation in each jurisdiction in which the failure to be so
qualified  would have a Material Adverse Effect on Miami Subs.  Miami Subs has
delivered  to  Nathan's  complete  and  correct  copies  of  the  Articles  of
Incorporation and Bylaws of Miami Subs, each as amended to and as in effect on
the  date  hereof.
     2.2.     Miami Subs Capital Structure.  The authorized capital stock of
 Miami Subs consists of 50,000,000 shares of Common Stock, par value $.01 per
   share, of which there were 27,119,340 shares issued and outstanding as of
 November 30, 1998 and 8,000,000 shares of Preferred Stock, par value $.01 per
share, of which no shares were issued and outstanding as of November 30, 1998.
    All outstanding shares of MSC Capital Stock are duly authorized, validly
issued, fully paid and non-assessable and are not subject to preemptive rights
 created by statute, the Articles of Incorporation or Bylaws of Miami Subs or
  any agreement or document to which Miami Subs is a party or by which it is
    bound.  As of December 1, 1998, Miami Subs had reserved an aggregate of
   4,338,716 shares of MSC Capital Stock, net of exercises, for issuance to
 employees, consultants and non-employee directors pursuant to the Miami Subs
  Stock Options outstanding as of such date.  All shares of MSC Capital Stock
  subject to issuance as aforesaid, upon issuance on the terms and conditions
  specified in the instruments pursuant to which they are issuable, would be
   duly authorized, validly issued, fully paid and nonassessable.  Schedule
     1.6(c) of the Miami Subs Schedules list each Miami Subs Stock Option
  outstanding at November 30, 1998, the name of the holder of such Miami Subs
 Stock Option, the number of shares subject to such Miami Subs Stock Option ,
the exercise price of such Miami Subs Stock Option, the number of shares as to
 which such Miami Subs Stock Option will have vested at such date and whether
 the exercisability of such Miami Subs Stock Option will be accelerated in any
    way by the transactions contemplated by this Agreement or for any other
           reason, and indicate the extent of acceleration, if any.
    2.3.     Subsidiaries.
          (a)          Except  for  the  subsidiaries listed in the Miami Subs
Schedules  there  are  no  entities  10%  or  more of whose outstanding voting
securities  or other equity interest are owned, directly or indirectly through
one or more intermediaries, by Miami Subs.  Each subsidiary of Miami Subs is a
corporation  duly  organized,  validly existing and in good standing under the
laws of the jurisdiction of its incorporation (which jurisdiction is indicated
in  the  Miami  Subs  Schedules)  and  has  all  requisite corporate power and
authority to own, operate and lease its properties and assets as and where the
same  are  owned,  operated  or  leased  by such subsidiary and to conduct its
business  as  it  is now being conducted.  Each subsidiary is in good standing
and duly qualified or licensed as a foreign corporation to do business in each
of  the  jurisdictions in which the location of the property and assets owned,
operated  or leased by such subsidiary or the nature of the business conducted
by  such  subsidiary  makes  such qualification or licensing necessary, except
where  the  failure  to  be so qualified or licensed would not have a Material
Adverse  Effect.    Miami  Subs has delivered to Nathan's complete and correct
copies  of  each of its subsidiaries' articles of incorporation and bylaws (or
similar  organizational document), in each case as amended to and as in effect
on  the  date  hereof.
          (b)        The Miami Subs Schedules set forth the authorized capital
stock  of  each  subsidiary of Miami Subs, the number of outstanding shares of
each  class  of  such  capital  stock  and  Miami  Subs's  (or  in the case of
subsidiaries  indirectly  owned  by  Miami  Subs,  a  specified  subsidiary's)
ownership  of  each  such  class.   Miami Subs or such subsidiary has good and
valid  title  to  all  such  shares  free and clear of all mortgages, pledges,
claims, liens, security interests or other restrictions or encumbrances of any
kind  or  nature whatsoever ("Encumbrances").  All of the outstanding shares
of  capital  stock  of each subsidiary of Miami Subs are validly issued, fully
paid  and  nonassessable,  and  there  are  no preemptive or similar rights in
respect  of  any  shares  of  capital  stock  of  any  subsidiary.  All of the
outstanding  shares of each subsidiary of Miami Subs were issued in compliance
with  all  requirements  of all applicable federal and state securities laws. 
Except  as  set  forth in the Miami Subs Schedules, neither Miami Subs nor any
subsidiary  owns  any capital stock of or other equity interest of any kind or
nature  in  any  person.
     2.4.     Obligations With Respect to Capital Stock. Except as set forth
in  Section 2.2, there are no equity securities of any class of Miami Subs, or
any securities exchangeable or convertible into or exercisable for such equity
securities,  issued,  reserved  for  issuance  or  outstanding.    Except  for
securities  Miami  Subs  owns,  directly  or  indirectly  through  one or more
subsidiaries, there are no equity securities of any class of any subsidiary of
Miami  Subs,  or  any security exchangeable or convertible into or exercisable
for  such  equity  securities,  issued, reserved for issuance or outstanding. 
Except  as  set  forth  in Section 2.2, there are no options, warrants, equity
securities,  calls,  rights  (including  preemptive  rights),  commitments  or
agreements  of any character to which Miami Subs or any of its subsidiaries is
a  party  or  by  which  it  is  bound  obligating  Miami  Subs  or any of its
subsidiaries  to  issue,  deliver or sell, or cause to be issued, delivered or
sold,  or repurchase, redeem or otherwise acquire, or cause to be repurchased,
redeemed  or  acquired, of any shares of capital stock of Miami Subs or any of
its subsidiaries or obligating Miami Subs or any of its subsidiaries to grant,
extend,  accelerate  the  vesting  of  or enter into any such option, warrant,
equity security, call, right, commitment or agreement.  Except as set forth in
the  Miami  Subs  Schedules,  there  are  no  registration  rights and, to the
knowledge  of  Miami  Subs,  there  are  no  voting  trusts,  proxies or other
agreements  or understandings with respect to any equity security of any class
of  Miami  Subs  or with respect to any equity security of any class of any of
its  subsidiaries.
     2.5.          Authority;  Enforceability;  Non Contravention; Consents.
          (a)       Miami Subs has all requisite corporate power and authority
to  enter  into this Agreement and to consummate the transactions contemplated
hereby, subject to the approval of this Agreement by the shareholders of Miami
Subs.   Subject to such approval, the execution and delivery of this Agreement
and  the  consummation of the transactions contemplated hereby, have been duly
authorized  by  all  necessary corporate action on the part of Miami Subs, and
this  Agreement  has  been  duly  executed  and  delivered  by Miami Subs and,
assuming  the due authorization, execution and delivery by Nathan's and Merger
Sub,  constitutes  the valid and binding obligation of Miami Subs, enforceable
against  it  in  accordance  with  its  terms, except as enforceability may be
limited  by bankruptcy, insolvency, moratorium or other similar laws affecting
or  relating  to the enforcement of creditors' rights generally and subject to
general principles of equity.  A vote of the holders of at least a majority of
the  outstanding  shares of the MSC Capital Stock is required for Miami Subs's
shareholders  to  approve this Agreement.  Neither the execution, delivery and
performance  of this Agreement by Miami Subs nor consummation by Miami Subs of
the  transactions  contemplated  hereby will, (i) conflict with or violate the
Articles  of  Incorporation  or  Bylaws  of  Miami  Subs  or  the  equivalent
organizational documents of any of its subsidiaries, (ii) subject to obtaining
the  approval  of  Miami  Subs's shareholders of the Merger as contemplated in
Section  5.2  and compliance with the requirements set forth in Section 2.5(b)
below,  conflict with or violate any law, rule, regulation, order, judgment or
decree  applicable to Miami Subs or any of its subsidiaries or by which its or
any  of  their  respective properties is bound or affected, or (iii) result in
any  breach  of or constitute a default (or an event that with notice or lapse
of  time  or both would become a default) under, or impair Miami Subs's rights
or alter the rights or obligations of any third party under, or give to others
any  rights  of  termination,  amendment,  acceleration or cancellation of, or
result  in  the  creation of a lien or encumbrance on any of the properties or
assets  of  Miami Subs or any of its subsidiaries pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other  instrument or obligation to which Miami Subs or any of its subsidiaries
is  a party or by which Miami Subs or any of its subsidiaries or its or any of
their  respective  properties  are  bound or affected, except, with respect to
clauses  (ii) and (iii), for any such conflicts, violations, defaults or other
occurrences  that would not have a Material Adverse Effect on Miami Subs.  The
Miami  Subs  Schedules list all material consents, waivers and approvals under
any  of  Miami  Subs's  or  any  of  its  subsidiaries' agreements, contracts,
licenses or leases required to be obtained in connection with the consummation
of  the  transactions  contemplated  hereby.
          (b)          No  consent,  approval,  order  or authorization of, or
registration,  declaration  or filing with any court, administrative agency or
commission  or other governmental authority or instrumentality ("Governmental
Entity")  is required by or with respect to Miami Subs in connection with the
execution  and  delivery  of  this  Agreement  or  the  consummation  of  the
transactions  contemplated  hereby  or thereby, except for (i) the filing of a
Form  S-4  Registration  Statement by Nathan's covering the shares of Nathan's
Common  Stock  and the Warrants (including the shares of Nathan's Common Stock
underlying such Warrants) (the "Registration Statement") with the Securities
and  Exchange  Commission  ("SEC")  in accordance with the Securities Act of
1933,  as amended (the "Securities Act"), (ii) the filing of the Articles of
Merger  with the Department of State of the State of Florida, (iii) the filing
of the Proxy Statement (as defined in Section 2.20) with the SEC in accordance
with  the  Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(iv)  the  filing of a Current Report on Form 8-K with the SEC, (v) the filing
of  a  Form  15  with  the  SEC,  (vi)  such  consents,  approvals,  orders,
authorizations,  registrations,  declarations  and  filings as may be required
under  applicable  federal  and state laws and the laws of any foreign country
and  (vii)  such  other  consents,  authorizations,  filings,  approvals  and
registrations  which,  if  not  obtained  or  made,  would not have a Material
Adverse  Effect on Miami Subs or have a material adverse effect on the ability
of  Miami  Subs  to  consummate  the  Merger.
     2.6.        Section 607.0902 of the Florida Business Corporation Act Not
Applicable.    The  Board of Directors of Miami Subs has taken all actions so
that the restrictions contained in Section 607.0902 of the FBCA will not apply
to  the  execution,  delivery  or  performance  of  this  Agreement  or to the
consummation  of  the  Merger  or  the other transactions contemplated by this
Agreement.
     2.7.          SEC  Filings;  Miami  Subs  Financial  Statements.
          (a)          Miami  Subs  has filed all forms, reports and documents
required  to  be filed with the SEC since November 1996 and has made available
to Nathan's such forms, reports and documents in the form filed with the SEC. 
All  such  required  forms, reports and documents, (including those that Miami
Subs  may  file  subsequent  to the date hereof) are referred to herein as the
"Miami  Subs SEC Reports."  As of their respective dates, the Miami Subs SEC
Reports  (i)  were  prepared  in  accordance  with  the  requirements  of  the
Securities  Act  or  the  Exchange  Act, as the case may be, and the rules and
regulations  of  the SEC thereunder applicable to such Miami Subs SEC Reports,
and (ii) did not at the time they were filed (or if amended or superseded by a
filing  on  or  prior  to the date of this Agreement, then on the date of such
filing)  contain  any  untrue  statement of a material fact or omit to state a
material  fact required to be stated therein or necessary in order to make the
statements  therein,  in  the light of the circumstances under which they were
made,  not  misleading.  None of Miami Subs's subsidiaries is required to file
any  forms,  reports  or  other  documents  with  the  SEC.
          (b)     Each of the consolidated financial statements (including, in
each case, any related notes thereto) contained in the Miami Subs SEC Reports,
including  any  Miami  Subs  SEC Reports filed after the date hereof until the
Closing  Date  (the "Miami Subs Financials"), (x) complied as to form in all
material  respects  with  the  published rules and regulations of the SEC with
respect  thereto,  (y)  was  prepared  in  accordance  with generally accepted
accounting  principles ("GAAP") applied on a consistent basis throughout the
periods  involved  (except  as specified therein or as may be indicated in the
notes  thereto  or,  in the case of unaudited interim financial statements, as
may  be  permitted  by  the  SEC  on Form 10-Q under the Exchange Act) and (z)
fairly  presented in all material respects the consolidated financial position
of  Miami Subs and its subsidiaries as at the respective dates thereof and the
consolidated  results  of  its  operations  and  cash  flows  for  the periods
indicated,  except that the unaudited interim financial statements were or are
subject  to  normal  and recurring year end adjustments which were not, or are
not  expected  to  be,  material  in  amount.  The balance sheet of Miami Subs
contained in the Miami Subs SEC Reports as of November 30, 1998 is hereinafter
referred  to  as the "Miami Subs Balance Sheet."  Neither Miami Subs nor any
of  its  subsidiaries  has  any  liabilities (absolute, accrued, contingent or
otherwise)  of  a nature required to be disclosed on a balance sheet or in the
related  notes to the consolidated financial statements prepared in accordance
with  GAAP  which  are,  individually  or  in  the  aggregate, material to the
business,  results  of operations or financial condition of Miami Subs and its
subsidiaries  taken  as  a  whole,  except liabilities (i) provided for in the
Miami  Subs  Balance  Sheet, or (ii) incurred since the date of the Miami Subs
Balance  Sheet  in  the  ordinary  course  of  business  consistent  with past
practices.
          (c)       Miami Subs has heretofore furnished to Nathan's a complete
and  correct copy of any amendments or modifications, which have been prepared
but  have  not  been  filed  with the SEC and which are not yet required to be
filed  therewith,  to  agreements,  documents  or  other  instruments  which
previously  had  been  filed  by  Miami  Subs  with  the  SEC  pursuant to the
Securities  Act  or  the  Exchange  Act.
        2.8.      Absence of Certain Changes or Events.  Except as set forth in
the  Miami  Subs  Schedules,  since  the  date of the Miami Subs Balance Sheet
through  the  date  of  this  Agreement,  there has not been: (i) any Material
Adverse  Effect  on  Miami Subs, (ii) any material change by Miami Subs in its
accounting  methods, principles or practices, except as required by concurrent
changes  in GAAP or regulations and rules of the SEC, or (iii) any revaluation
by  Miami  Subs of any of its assets having a Material Adverse Effect on Miami
Subs,  including,  without  limitation,  writing down the value of capitalized
software  or  inventory or writing off notes or accounts receivable other than
in  the  ordinary  course  of  business.
     2.9.     Taxes.  Except as set forth in the Miami Subs Schedules, Miami
Subs  and  each  of  its subsidiaries has filed all tax returns required to be
filed  by  any of them and has paid (or Miami Subs has paid on its behalf), or
has set up an adequate reserve for the payment of, all material Taxes required
to  be paid as shown on such returns, and the most recent financial statements
contained  in  the  Miami Subs SEC Reports reflect an adequate reserve for all
material  Taxes payable by Miami Subs and its subsidiaries accrued through the
date of such financial statements.  Except as reasonably would not be expected
to have a Material Adverse Effect on Miami Subs, no deficiencies for any Taxes
have  been  proposed,  asserted  or  assessed against Miami Subs or any of its
subsidiaries.    For  the  purpose  of  this Agreement, the term "Taxes" shall
include  all  Federal,  state,  local  and foreign income, profits, franchise,
gross receipts, payroll, sales, employment, use, property, withholding, excise
and other taxes, duties or assessments of any nature whatsoever, together with
all  interest,  penalties  and additions imposed with respect to such amounts.
     2.10.          Intellectual  Property.
          (a)        Miami Subs and its subsidiaries own, or have the right to
use,  sell  or  license  all  patents, trademarks, trade names, service marks,
copyrights, technology, know-how, trade secrets, computer software programs or
applications  and  tangible  proprietary  information  and  other intellectual
property  necessary or required for the conduct of their respective businesses
as  presently conducted (such intellectual property and the rights thereto are
collectively  referred  to herein as the "Miami Subs IP Rights"), except for
any  failure  to  own or have the right to use, sell or license that would not
have  a  Material  Adverse  Effect  on  Miami  Subs.
          (b)        The execution, delivery and performance of this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby  will  not
constitute a breach of any instrument or agreement governing any Miami Subs IP
Rights  (the  "Miami  Subs  IP  Rights  Agreements"),  will  not  cause  the
forfeiture or termination or give rise to a right of forfeiture or termination
of  any  Miami  Subs  IP  Rights  or  impair  the  right of Miami Subs and its
subsidiaries,  the  Surviving  Corporation or Nathan's to use, sell or license
any  Miami Subs IP Rights or portion thereof, except for the occurrence of any
such  breach, forfeiture, termination or impairment that would not result in a
Material  Adverse  Effect  on  Miami  Subs.
          (c)        (i)  neither the manufacture, marketing, license, sale or
intended use of any product currently licensed or sold or under development by
Miami  Subs  or  any  of  its  subsidiaries  violates any license or agreement
between Miami Subs or any of its subsidiaries and any third party or infringes
any  intellectual  property  right  of  any other party; and (ii)  there is no
pending  or,  to the knowledge of Miami Subs, threatened claim, arbitration or
litigation  contesting  the validity, ownership or right to use, sell, license
or  dispose  of  any  Miami  Subs  IP  Rights, nor has Miami Subs received any
written  notice  asserting  that any Miami Subs IP Rights or the proposed use,
sale,  license  or  disposition  thereof  conflicts  or will conflict with the
rights  of  any other party, except, with respect to clauses (i) and (ii), for
any  violations,  infringements,  claims  or  litigation that would not have a
Material  Adverse  Effect  on  Miami  Subs.
          (d)          Miami  Subs  has taken reasonable and practicable steps
designed to safeguard and maintain the secrecy and confidentiality of, and its
proprietary  rights  in,  all  Miami  Subs  IP  Rights.
     2.11.          Compliance;  Permits;  Restrictions.
          (a)          Neither  Miami  Subs  nor any of its subsidiaries is in
conflict  with,  or in default or violation of, (i) any law, rule, regulation,
order,  judgment or decree applicable to Miami Subs or any of its subsidiaries
or by which its or any of their respective properties is bound or affected, or
(ii) any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Miami Subs or any
of  its  subsidiaries  is  a  party  or  by  which  Miami  Subs  or any of its
subsidiaries  or  its  or  any  of  their  respective  properties  is bound or
affected,  except,  with  respect  to clauses (i) and (ii), for any conflicts,
defaults or violations which would not have a Material Adverse Effect on Miami
Subs.    Except  as set forth in the Miami Subs Schedules, to the knowledge of
Miami  Subs,  no investigation or review by any Governmental Entity is pending
or threatened against Miami Subs or its subsidiaries, nor has any Governmental
Entity  indicated  to Miami Subs an intention to conduct the same, other than,
in  each  such  case,  those  the  outcome  of which would not have a Material
Adverse  Effect  on  Miami  Subs.
          (b)      Miami Subs and its subsidiaries hold all permits, licenses,
variances,  exemptions,  orders and approvals from Governmental Entities which
are  material  to  the  operation  of  the  business  of  Miami  Subs  and its
subsidiaries  taken  as  a  whole (collectively, the "Miami Subs Permits"). 
Miami Subs and its subsidiaries are in compliance with the terms of Miami Subs
Permits,  except  where  the  failure  to  so comply would not have a Material
Adverse  Effect  on  Miami  Subs.
     2.12.     Litigation.  Except as set forth in the Miami Subs Schedules,
as of the date of this Agreement, there is no action, suit, proceeding, claim,
arbitration or, to Miami Subs's knowledge, any investigation pending, or as to
which  Miami  Subs  or  any  of  its  subsidiaries  has received any notice of
assertion  nor, to Miami Subs's knowledge, is there a threatened action, suit,
proceeding,  claim,  arbitration or investigation against Miami Subs or any of
its subsidiaries which  would have a Material Adverse Effect on Miami Subs, or
which in any manner challenges or seeks to prevent, enjoin, alter or delay any
of  the  transactions  contemplated  by  this  Agreement.
     2.13.     Brokers' and Finders' Fees.  Miami Subs has not incurred, nor
will it incur, directly or indirectly, any liability for brokerage or finders'
fees  or  agents'  commissions  or any similar charges in connection with this
Agreement  or  any  transaction  contemplated  hereby.
     2.14.          Employee  Benefit  Plans.  With respect to each material
employee  benefit  plan, program, arrangement and contract (including, without
limitation,  any  "employee  benefit  plan"  as defined in Section 3(3) of the
Employee  Retirement  Income  Security  Act  of  1974, as amended ("ERISA"))
maintained  or  contributed  to  by  Miami  Subs  or any trade or business (an
"ERISA  Affiliate") which is under common control with Miami Subs within the
meaning  of  Section 414 of the Internal Revenue Code of 1986, as amended (the
"Code")  (the "Miami Subs Employee Plans"), Miami Subs has made available to
Nathan's a true and complete copy of, to the extent applicable, (i) such Miami
Subs Employee Plan, (ii) the most recent annual report (Form 5500), (iii) each
trust agreement related to such Miami Subs Employee Plan, (iv) the most recent
summary  plan  description  for each Miami Subs Employee Plan for which such a
description  is required, (v) the most recent actuarial report relating to any
Miami Subs Employee Plan subject to Title IV of ERISA and (vi) the most recent
United  States  Internal Revenue Service ("IRS") determination letter issued
with  respect  to  any  Miami  Subs  Employee  Plan.
     2.15.        Absence of Liens and Encumbrances.  Miami Subs and each of
its  subsidiaries  has  good  and  valid  title  to, or, in the case of leased
properties  and  assets,  valid  leasehold  interests  in, all of its material
tangible  properties  and  assets,  real,  personal  and  mixed,  used  in its
business,  free and clear of any Encumbrances except as reflected in the Miami
Subs  Financials  and  except  for liens for taxes not yet due and payable and
such  imperfections  of title and Encumbrances, if any, which would not have a
Material  Adverse  Effect  on  Miami  Subs.
     2.16.          Environmental  Matters.
          (a)       Hazardous Material.  Except as would not have a Material
Adverse  Effect  on  Miami Subs, no underground storage tanks and no amount of
any  substance  that  has  been  designated  by  any Governmental Entity or by
applicable  federal, state or local law to be radioactive, toxic, hazardous or
otherwise  a  danger  to  health  or  the  environment,  including,  without
limitation,  PCBs,  asbestos,  petroleum, urea-formaldehyde and all substances
listed  as  hazardous  substances  pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, or defined as a
hazardous  waste  pursuant  to  the  United  States  Resource Conservation and
Recovery  Act of 1976, as amended, and the regulations promulgated pursuant to
said  laws,  (a  "Hazardous  Material"), but excluding office and janitorial
supplies,  are present, as a result of the deliberate actions of Miami Subs or
any  of  its  subsidiaries,  or, to Miami Subs's knowledge, as a result of any
actions  of  any  third  party  or  otherwise,  in,  on or under any property,
including  the  land  and  the  improvements,  ground  water and surface water
thereof,  that  Miami  Subs  or any of its subsidiaries has at any time owned,
operated,  occupied  or  leased.
          (b)      Hazardous Materials Activities.  Except as would not have
a  Material  Adverse  Effect  on Miami Subs, neither Miami Subs nor any of its
subsidiaries  has  transported,  stored,  used,  manufactured,  disposed  of,
released  or  exposed  its  employees  or  others  to  Hazardous  Materials in
violation  of  any  law  in effect on or before the date hereof, nor has Miami
Subs  or  any  of  its  subsidiaries  disposed  of,  transported,  sold,  or
manufactured  any  product  containing  a  Hazardous  Material  (collectively
"Hazardous  Materials  Activities")  in  violation  of any rule, regulation,
treaty or statute promulgated by any Governmental Entity in effect prior to or
as  of the date hereof to prohibit, regulate or control Hazardous Materials or
any  Hazardous  Material  Activity.
          (c)       Permits.  Miami Subs and its subsidiaries currently hold
all  environmental  approvals, permits, licenses, clearances and consents (the
"Miami  Subs  Environmental  Permits")  necessary  for  the conduct of Miami
Subs's  and  its  subsidiaries'  Hazardous  Material  Activities  and  other
businesses  of  Miami  Subs  and  its  subsidiaries  as  such  activities  and
businesses  are currently being conducted, except where the failure to so hold
would  not  have  a  Material  Adverse  Effect  on  Miami  Subs.
          (d)          Environmental  Liabilities.    No  material  action,
proceeding,  revocation  proceeding,  amendment procedure, writ, injunction or
claim  is  pending  or,  to  Miami Subs's knowledge, threatened concerning any
Miami Subs Environmental Permit, Hazardous Material or any Hazardous Materials
Activity  of Miami Subs or any of its subsidiaries which would have a Material
Adverse  Effect  on  Miami  Subs.    Miami  Subs  is  not aware of any fact or
circumstance  which could involve Miami Subs or any of its subsidiaries in any
environmental  litigation or impose upon Miami Subs or any of its subsidiaries
any environmental liability that would have a Material Adverse Effect on Miami
Subs.
     2.17.          Labor  Matters.  To Miami Subs's knowledge, there are no
activities  or  proceedings  of  any  labor union to organize any employees of
Miami  Subs  or  any of its subsidiaries and there are no strikes, or material
slowdowns,  work  stoppages or lockouts, or threats thereof by or with respect
to any employees of Miami Subs or any of its subsidiaries.  Miami Subs and its
subsidiaries  are  and  have  been  in  compliance  with  all  applicable laws
regarding  employment practices, terms and conditions of employment, and wages
and  hours (including, without limitation, ERISA, WARN or any similar state or
local  law),  except  for  any  noncompliance  that  would not have a Material
Adverse  Effect  on  Miami  Subs.
     2.18.       Agreements, Contracts and Commitments.  Except as set forth
in the Miami Subs Schedules, neither Miami Subs nor any of its subsidiaries is
a  party  to  or  is  bound  by:
          (a)          any  collective  bargaining  agreements;
          (b)        any bonus, deferred compensation, incentive compensation,
pension,  profit-sharing  or  retirement  plans, or any other employee benefit
plans  or  arrangements;
          (c)          any  employment  or  consulting  agreement, contract or
commitment  with  any  officer  or  director level employee, not terminable by
Miami Subs or any of its subsidiaries on thirty days notice without liability,
except  to the extent general principles of wrongful termination law may limit
Miami  Subs's  or  any  of its subsidiaries' ability to terminate employees at
will;
          (d)        any agreement or plan, including, without limitation, any
stock  option  plan, stock appreciation right plan or stock purchase plan, any
of  the  benefits  of  which  will be increased, or the vesting of benefits of
which  will  be  accelerated,  by  the  occurrence  of any of the transactions
contemplated  by  this  Agreement or the value of any of the benefits of which
will  be  calculated  on  the basis of any of the transactions contemplated by
this  Agreement;
          (e)         any agreement of indemnification or guaranty not entered
into  in the ordinary course of business other than indemnification agreements
between Miami Subs or any of its subsidiaries and any of its present or former
officers  or  directors;
          (f)          any  agreement,  contract  or commitment containing any
covenant  limiting  the  freedom  of  Miami Subs or any of its subsidiaries to
engage  in  any  line  of  business  or  compete  with  any  person;
          (g)        any agreement, contract or commitment relating to capital
expenditures  and  involving  future obligations in excess of $100,000 and not
cancelable  without  penalty;
          (h)         any agreement, contract or commitment currently in force
relating  to  the  disposition  or  acquisition  of assets not in the ordinary
course  of business or any ownership interest in any corporation, partnership,
joint  venture  or  other  business  enterprise;
          (i)          any  mortgages, indentures, loans or credit agreements,
security  agreements  or  other  agreements  or  instruments  relating  to the
borrowing  of  money  or  extension  of  credit;
          (j)          any  joint  marketing  or  development  agreement;
          (k)         any distribution agreement (identifying any that contain
exclusivity  provisions);  or
          (l)      any other agreement, contract or commitment (excluding real
and  personal  property  leases) which involve payment by Miami Subs or any of
its  subsidiaries under any such agreement, contract or commitment of $100,000
or  more  in the aggregate and is not cancelable without penalty within thirty
(30)  days.
     Neither  Miami  Subs  nor  any  of  its subsidiaries, nor to Miami Subs's
knowledge  any  other party to any Miami Subs Contract (as defined below), has
breached, violated or defaulted under, or received notice that it has breached
violated or defaulted under, any of the material terms or conditions of any of
the  agreements, contracts or commitments to which Miami Subs is a party or by
which  it is bound of the type described in clauses (a) through (l) above (any
such  agreement,  contract or commitment, a "Miami Subs Contract") in such a
manner  as  would permit any other party to cancel or terminate any such Miami
Subs  Contract,  or  would  permit  any  other  party  to  seek damages, which
cancellation,  termination  or damages would have a Material Adverse Effect on
Miami  Subs.
     2.19.     Change of Control Payments.  There are no plans or agreements
pursuant  to which any amounts may become payable (whether currently or in the
future)  to  current or former officers or directors of Miami Subs as a result
of  or  in  connection  with  the  Merger.
     2.20.          Statements; Proxy Statement/Prospectus.  The information
supplied  or  to  be  supplied  by  Miami  Subs  in  writing  for inclusion or
incorporation  by  reference  in  the  Registration  Statement  (as defined in
Section 2.5(b)) shall not at the time the Registration Statement is filed with
the  SEC  and  at  the  time it or any amendment or supplement thereto becomes
effective under the Securities Act, contain any untrue statement of a material
fact  or  omit  to  state  any  material fact required to be stated therein or
necessary  in  order to make the statements therein not misleading in light of
the  circumstances under which they are made; and Nathan's shall have received
a  certificate,  signed  on  behalf  of  Miami Subs by the President and Chief
Financial  Officer of Miami Subs, to the effect that nothing has come to their
attention after due inquiry  to cause them to believe that such representation
and  warranty  is  not  true  and  correct.  The information supplied or to be
supplied  by Miami Subs in writing for inclusion or incorporation by reference
in the proxy statement/prospectus to be sent to the shareholders of Miami Subs
and  stockholders  of  Nathan's in connection with the meeting of Miami Subs's
shareholders  to  consider  the  approval  of  the  Merger  (the  "Miami Subs
Shareholders'  Meeting")  and  in  connection  with  the  meeting of Nathan's
stockholders  to  consider  the  approval  of  the  Merger  (the  "Nathan's
Stockholders'  Meeting")  (such  proxy  statement/prospectus  as  amended  or
supplemented  is  referred to herein as the "Proxy Statement") shall not, on
the  date the Proxy Statement is first mailed to Miami Subs's shareholders and
Nathan's  stockholders, or any amendment or supplement thereto, at the time of
the Miami Subs Shareholders' Meeting or the Nathan's Stockholders' Meeting and
at the Effective Time, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
are  made,  not  false  or  misleading;  or  omit  to  state any material fact
necessary  to  correct any statement in any earlier communication with respect
to the solicitation of proxies for the Miami Subs Shareholders' Meeting or the
Nathan's  Stockholders'  Meeting  which  has  become  false or misleading; and
Nathan's  shall have received a certificate, signed on behalf of Miami Subs by
the  President  and  Chief Financial Officer of Miami Subs, to the effect that
nothing  has  come  to  their  attention  after  due inquiry  to cause them to
believe  that such representation and warranty is not true and correct.    The
Proxy  Statement  will  comply  as  to  form in all material respects with the
provisions  of  the Exchange Act and the rules and regulations thereunder.  If
at  any  time prior to the Effective Time, any event relating to Miami Subs or
any  of  its  affiliates (other than Nathan's and its affiliates), officers or
directors  should  be discovered by Miami Subs which should be set forth in an
amendment  or  supplement to the Registration Statement or a supplement to the
Proxy  Statement,  Miami Subs shall promptly inform Nathan's.  Notwithstanding
the  foregoing, Miami Subs makes no representation or warranty with respect to
any  information  supplied by Nathan's or Merger Sub which is contained in any
of  the  foregoing  documents.
     2.21.     Board Approval.  The Board of Directors of Miami Subs has, as
of  the  date  of this Agreement, (i) adopted the Merger, and (ii) resolved to
recommend  that  the  shareholders  of  Miami  Subs  approve  the  Merger.
     2.22.      Minute Books.  The minute books of Miami Subs made available
to  counsel for Nathan's are the only minute books of Miami Subs and contain a
reasonably  accurate  summary,  in  all  material respects, of all meetings of
directors  (or  committees  thereof)  and  stockholders  or actions by written
consent  since  the  time  of  incorporation  of  Miami  Subs.
     2.23.       Political Contributions.  Neither Miami Subs nor any of its
subsidiaries  has,  directly or indirectly, (i) made any unlawful contribution
to  any  candidate  for  political  office,  or  failed  to disclose fully any
contribution  in  violation  of  law; or (ii) made any payment to any federal,
state  or  foreign  governmental  official,  or  any other person charged with
similar  public  or  quasi-public  duties,  other  than  payments  required or
permitted  by  the  laws  of  the  United  States  and  applicable  foreign
jurisdictions.
     2.24.     Disclosure.     None of the representations and warranties by
Miami Subs in this Agreement and no statement on the part of Miami Subs in the
Miami  Subs  Schedules  contains  or  will  contain  as  to  the  applicable
representation  and warranty any untrue statement of material fact or omits or
will  omit  to  state  any material fact necessary in order to make any of the
statements herein or therein, in light of the circumstances under which it was
made,  not  misleading.
                                 ARTICLE III
          REPRESENTATIONS AND WARRANTIES OF NATHAN'S AND MERGER SUB
     Nathan's  and  Merger Sub represent and warrant to Miami Subs, subject to
the  exceptions  specifically  disclosed  in  writing in the disclosure letter
supplied  by  Nathan's  to  Miami  Subs (the "Nathan's Schedules", which are
incorporated  herein by reference and made a part hereof as if fully set forth
herein  ),  as  follows:
     3.1.          Organization  of  Nathan's.    Nathan's  and  each of its
subsidiaries  is  a  corporation  duly organized, validly existing and in good
standing  under  the  laws  of  the jurisdiction of its incorporation, has the
requisite  corporate  power  and  authority  to  own,  lease  and  operate its
properties  and assets as and where the same are owned, operated or leased and
to  carry  on  its  business  as  now  being  conducted  and as proposed to be
conducted,  and  is duly qualified to do business and is in good standing as a
foreign  corporation  in  each  jurisdiction  in  which  the  failure to be so
qualified  would  have  a  Material  Adverse Effect on Nathan's.  Nathan's has
delivered  to  Miami  Subs  complete  and  correct  copies  of the Articles of
Incorporation  and  Bylaws of Nathan's, each as amended to and as in effect on
the  date  hereof  .
     3.2.       Nathan's Capital Structure.  The authorized capital stock of
Nathan's  consists  of  20,000,000  shares of Common Stock, par value $.01 per
share,  of  which  there  were  4,722,216  shares issued and outstanding as of
November  30,  1998.    The authorized capital stock of Merger Sub consists of
1,000  shares  of Common Stock, par value $.01 per share, 100 shares of which,
as  of  the date hereof, are issued and outstanding and are held by Nathan's. 
All  outstanding  shares  of the Common Stock of Nathan's are duly authorized,
validly  issued,  fully  paid  and  non-assessable  and  are  not  subject  to
preemptive  rights  created  by  statute,  the Certificate of Incorporation or
Bylaws  of  Nathan's or any agreement or document to which Nathan's is a party
or  by  which  it  is bound.  All of the shares of Nathan's Common Stock to be
issued  in  exchange for MSC Capital Stock at the Effective Time in accordance
with  this Agreement will be, when so issued, duly authorized, validly issued,
fully paid and nonassessable and free of preemptive rights.  All of the shares
of  Nathan's  Common  Stock to be issued upon conversion of the Warrants to be
granted  in  exchange for the MSC Capital Stock at the Effective Time will be,
when  so issued, duly authorized, validly issued, fully paid and nonassessable
and free of preemptive rights.  As of November 30, 1998, Nathan's had reserved
an  aggregate  of  1,225,000  shares  of  Common  Stock, net of exercises, for
issuance  to  employees,  consultants  and  non-employee directors pursuant to
Nathan's  1992  Stock  Option Plan, its Outside Director Stock Option Plan and
1998  Stock  Option  Plan (collectively, the "Nathan's Stock Option Plans"),
under  which  options  are outstanding for an aggregate 707,667 shares.  As of
November  30,  1998,  Nathan's  had reserved an aggregate of 350,000 shares of
Common  Stock,  net  of  exercises,  for issuance upon the exercise of 350,000
outstanding  common stock purchase warrants. All shares of the Common Stock of
Nathan's  subject  to  issuance  as  aforesaid, upon issuance on the terms and
conditions  specified  in the instruments pursuant to which they are issuable,
would  be  duly  authorized, validly issued, fully paid and nonassessable. The
Nathan's  Schedules list each outstanding option and warrant to acquire shares
of  Nathan's Common Stock at November 30, 1998, the name of the holder of such
option or warrant, the number of shares subject to such option or warrant, the
exercise  price  of  such  option or warrant, the number of shares as to which
such  option  or  warrant  will  have  vested  at  such  date  and whether the
exercisability of such option or warrant will be accelerated in any way by the
transactions  contemplated  by  this  Agreement  or  for any other reason, and
indicate  the  extent  of  acceleration,  if  any.
     3.3.          Subsidiaries.
          (a)     Except for the subsidiaries listed in the Nathan's Schedules
there  are  no  entities 10% of more of whose outstanding voting securities or
other  equity  interest  are owned, directly or indirectly through one or more
intermediaries,  by  Nathan's.    Each subsidiary of Nathan's is a corporation
duly  organized,  validly  existing and in good standing under the laws of the
jurisdiction  of  its  incorporation  (which  jurisdiction is indicated in the
Nathan's Schedules and has all requisite corporate power and authority to own,
operate  and  lease its properties and assets as and where the same are owned,
operated or leased by such subsidiary and to conduct its business as it is now
being  conducted.    Each subsidiary is in good standing and duly qualified or
licensed  as a foreign corporation to do business in each of the jurisdictions
in  which the location of the property and assets owned, operated or leased by
such  subsidiary    or the nature of the business conducted by such subsidiary
makes  such  qualification or licensing necessary, except where the failure to
be  so  qualified  or  licensed  would  not  have  a Material Adverse Effect. 
Nathan's  has  delivered  to Miami Subs complete and correct copies of each of
its  subsidiaries'  certificate  of  incorporation  and  bylaws  (or  similar
organizational  document),  in each case as amended to and as in effect on the
date  hereof.
          (b)          The Nathan's Schedules set forth the authorized capital
stock of each subsidiary of Nathan's, the number of outstanding shares of each
class  of  such  capital  stock  and  Nathan's (or in the case of subsidiaries
indirectly owned by Nathan's, a specified subsidiary's) ownership of each such
class.    Nathan's  or  such  subsidiary  has good and valid title to all such
shares  free  and clear of all Encumbrances.  All of the outstanding shares of
capital  stock  of  each subsidiary of Nathan's are validly issued, fully paid
and nonassessable, and there are no preemptive or similar rights in respect of
any  shares of capital stock of any subsidiary.  All of the outstanding shares
of each subsidiary of Nathan's were issued in compliance with all requirements
of  all  applicable federal and state securities laws.  Except as set forth in
the  Nathan's  Schedules, neither Nathan's nor any subsidiary owns any capital
stock  of  or  other  equity  interest  of  any  kind or nature in any person.
     3.4.          Obligations With Respect to Capital Stock.  Except as set
forth in Section 3.2, there are no equity securities of any class of Nathan's,
or  any  securities  exchangeable  or convertible into or exercisable for such
equity  securities,  issued, reserved for issuance or outstanding.  Except for
securities  Nathan's  owns,  directly  or  indirectly  through  one  or  more
subsidiaries, there are no equity securities of any class of any subsidiary of
Nathan's,  or any security exchangeable or convertible into or exercisable for
such  equity securities, issued, reserved for issuance or outstanding.  Except
as  set  forth in Section 3.2 and as contemplated by this Agreement, there are
no  options,  warrants, equity securities, calls, rights (including preemptive
rights),  commitments  or agreements of any character to which Nathan's or any
of  its subsidiaries is a party or by which it is bound obligating Nathan's or
any  of  its  subsidiaries  to  issue, deliver or sell, or cause to be issued,
delivered  or  sold,  or repurchase, redeem or otherwise acquire, or cause the
repurchase,  redemption  or  acquisition,  of  any  shares of capital stock of
Nathan's  or  any  of  its  subsidiaries  or obligating Nathan's or any of its
subsidiaries  to  grant,  extend,  accelerate the vesting of or enter into any
such  option, warrant, equity security, call, right, commitment or agreement. 
There  are  no registration rights and, to the knowledge of Nathan's there are
no  voting  trusts, proxies or other agreements or understandings with respect
to  any equity security of any class of Nathan's or with respect to any equity
security  of  any  class  of  any  of  its  subsidiaries.
     3.5.          Authority;  Enforceability;  Non Contravention; Consents.
          (a)      Each of Nathan's and Merger Sub has all requisite corporate
power  and  authority  to  enter  into  this  Agreement  and to consummate the
transactions contemplated hereby, subject to the approval of this Agreement by
the  stockholders  of  Nathan's.   Subject to such approval, the execution and
delivery  of  this  Agreement  and  the  consummation  of  the  transactions
contemplated  hereby  have  been  duly  authorized  by all necessary corporate
action  on  the part of Nathan's and this Agreement has been duly executed and
delivered  by  each  of  Nathan's  and  Merger  Sub  and,  assuming  the  due
authorization,  execution  and  delivery of this Agreement by Miami Subs, this
Agreement  constitutes  the  valid and binding obligations of each of Nathan's
and Merger Sub, enforceable against each of them in accordance with its terms,
except  as enforceability may be limited by bankruptcy, insolvency, moratorium
or  other  similar laws affecting or relating to the enforcement of creditors'
rights  generally  and subject to general principles of equity.  A vote of the
holders  of  at  least a majority of the outstanding shares of Nathan's Common
Stock  is  required  for Nathan's stockholders to approve the Merger.  Neither
the  execution, delivery and performance of this Agreement by each of Nathan's
and  Merger  Sub  nor  consummation  by each of Nathan's and Merger Sub of the
transactions  contemplated  hereby  will  (i)  conflict  with  or  violate the
Certificate  of  Incorporation  or  Bylaws  of  Nathan's  or  the  Articles of
Incorporation  or  Bylaws  of  Merger  Sub  or  the  equivalent organizational
documents  of  any  of  its  other subsidiaries, (ii) subject to obtaining the
approval of the Merger by Nathan's stockholders as contemplated in Section 5.2
and  compliance  with  the  requirements  set  forth  in Section 3.5(b) below,
conflict  with or violate any law, rule, regulation, order, judgment or decree
applicable to Nathan's or any of its subsidiaries (including Merger Sub) or by
which its or any of their respective properties is bound or affected, or (iii)
result  in any breach of or constitute a default (or an event that with notice
or  lapse  of  time  or both would become a default) under, or impair Nathan's
rights or alter the rights or obligations of any third party under, or give to
others  any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien or encumbrance on any of the properties or
assets  of Nathan's or any of its subsidiaries (including Merger Sub) pursuant
to,  any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit,  franchise  or other instrument or obligation to which Nathan's or any
of  its subsidiaries (including Merger Sub) is a party or by which Nathan's or
any  of  its  subsidiaries  (including  Merger  Sub)  or  its  or any of their
respective  properties  are bound or affected, except, with respect to clauses
(ii)  and  (iii),  for  any  such  conflicts,  violations,  defaults  or other
occurrences  that  would  not have a Material Adverse Effect on Nathan's.  The
Nathan's Schedules list all material consents, waivers and approvals under any
of  Nathan's  or  any  of its subsidiaries' agreements, contracts, licenses or
leases  required  to  be  obtained  in connection with the consummation of the
transactions  contemplated  hereby.
          (b)          No  consent,  approval,  order  or authorization of, or
registration,  declaration  or filing with any Governmental Entity is required
by  or with respect to Nathan's or Merger Sub in connection with the execution
and  delivery  of  this  Agreement  or  the  consummation  of the transactions
contemplated  hereby,  except for (i) the filing of the Registration Statement
with  the  SEC  in  accordance with the Securities Act, (ii) the filing of the
Articles of Merger with the Department of State of the State of Florida, (iii)
the filing of the Proxy Statement with the SEC in accordance with the Exchange
Act,  (iv)  the  filing of a Current Report on Form 8-K with the SEC,  (v) the
listing  of  the  Nathan's  Common Stock and Warrants (including the shares of
Nathan's Common Stock underlying the Warrants and Miami Subs Stock Options) on
the  Nasdaq  National  Market  System,  (vi) such consents, approvals, orders,
authorizations,  registrations,  declarations  and  filings as may be required
under  applicable  federal  and state laws and the laws of any foreign country
and  (vii)  such  other  consents,  authorizations,  filings,  approvals  and
registrations  which,  if  not  obtained  or  made,  would not have a Material
Adverse Effect on Nathan's or have a material adverse effect on the ability of
Nathan's  to  consummate  the  Merger.
     3.6.          SEC  Filings;  Nathan's  Financial  Statements.
          (a)     Nathan's has filed all forms, reports and documents required
to  be filed with the SEC since November 1996, and has made available to Miami
Subs  such  forms,  reports and documents in the form filed with the SEC.  All
such  required forms, reports and documents (including those that Nathan's may
file  subsequent  to the date hereof) are referred to herein as the "Nathan's
SEC  Reports."    As  of their respective dates, the Nathan's SEC Reports (i)
were prepared in accordance with the requirements of the Securities Act or the
Exchange  Act,  as  the  case may be, and the rules and regulations of the SEC
thereunder  applicable  to  such Nathan's SEC Reports, and (ii) did not at the
time  they  were filed (or if amended or superseded by a filing on or prior to
the  date  of  this  Agreement,  then  on the date of such filing) contain any
untrue  statement of a material fact or omit to state a material fact required
to  be stated therein or necessary in order to make the statements therein, in
the  light  of  the circumstances under which they were made, not misleading. 
None  of Nathan's subsidiaries is required to file any forms, reports or other
documents  with  the  SEC.
          (b)     Each of the consolidated financial statements (including, in
each  case,  any related notes thereto) contained in Nathan's SEC Reports (the
"Nathan's  Financials"),  including any Nathan's SEC Reports filed after the
date  hereof  until  the Closing Date, (x) complied as to form in all material
respects  with  the  published  rules  and regulations of the SEC with respect
thereto,  (y)  was  prepared  in accordance with generally accepted accounting
principles  ("GAAP")  applied  on  a consistent basis throughout the periods
involved  (except  as  specified  therein  or as may be indicated in the notes
thereto  or,  in the case of unaudited interim financial statements, as may be
permitted  by  the  SEC  on  Form  10-Q under the Exchange Act) and (z) fairly
presented  in  all  material  respects  the consolidated financial position of
Nathan's  and  its  subsidiaries  as  at  the respective dates thereof and the
consolidated  results  of  its  operations  and  cash  flows  for  the periods
indicated,  except that the unaudited interim financial statements were or are
subject  to  normal  and recurring year end  adjustments which were not or are
not  expected  to  be,  material  in  amount.  The  balance  sheet of Nathan's
contained  in  Nathan's  SEC  Reports  as of September 27, 1998 is hereinafter
referred  to  as  the  "Nathan's Balance Sheet."  Except as disclosed in the
Nathan's  Financials,  neither  Nathan's  nor  any of its subsidiaries has any
liabilities  (absolute, accrued, contingent or otherwise) of a nature required
to be disclosed on a balance sheet or in the related notes to the consolidated
financial  statements prepared in accordance with GAAP which are, individually
or  in  the  aggregate,  material  to  the  business, results of operations or
financial  condition of Nathan's and its subsidiaries taken as a whole, except
liabilities  (i)  provided for in the Nathan's Balance Sheet, or (ii) incurred
since  the  date  of  the  Nathan's  Balance  Sheet  in the ordinary course of
business  consistent  with  past  practices.
          (c)       Nathan's has heretofore furnished to Miami Subs a complete
and  correct  copy of any amendments or modifications, which have not yet been
filed  with  the  SEC  but  which  are  required  to  be filed, to agreements,
documents  or  other  instruments  which previously had been filed by Nathan's
with  the  SEC  pursuant  to  the  Securities  Act  or  the  Exchange  Act.
     3.7.       Absence of Certain Changes or Events.  Since the date of the
Nathan's Balance Sheet through the date of this Agreement, there has not been:
(i)  any  Material  Adverse  Effect  on  Nathan's, (ii) any material change by
Nathan's  in  its  accounting  methods,  principles  or  practices,  except as
required by concurrent changes in GAAP or rules and regulations of the SEC, or
(iii)  any  revaluation  by  Nathan's  of  any of its assets having a Material
Adverse  Effect  on  Nathan's, including, without limitation, writing down the
value  of  capitalized  software or inventory or writing off notes or accounts
receivable  other  than  in  the  ordinary  course  of  business.
     3.8.        Taxes.  Nathan's and each of its subsidiaries has filed all
tax  returns required to be filed by any of them and has paid (or Nathan's has
paid on its behalf), or has set up an adequate reserve for the payment of, all
material  Taxes  required  to  be  paid  as shown on such returns and the most
recent  financial  statements contained in the Nathan's SEC Reports reflect an
adequate  reserve  for  all  material  Taxes  payable  by  Nathan's  and  its
subsidiaries accrued through the date of such financial statements.  Except as
reasonably  would  not  be  expected  to  have  a  Material  Adverse Effect on
Nathan's,  no  deficiencies  for  any  Taxes  have  been proposed, asserted or
assessed  against  Nathan's  or  any  of  its  subsidiaries.
     3.9.          Intellectual  Property.
          (a)     Nathan's and its subsidiaries own, or have the right to use,
sell  or  license  all  patents,  trademarks,  trade  names,  service  marks,
copyrights, technology, know-how, trade secrets, computer software programs or
applications  and  tangible  proprietary  information  and other  intellectual
property  necessary or required for the conduct of their respective businesses
as  presently conducted (such intellectual property and the rights thereto are
collectively referred to herein as the "Nathan's IP Rights"), except for any
failure to own or have the right to use, sell or license that would not have a
Material  Adverse  Effect  on  Nathan's.
          (b)        The execution, delivery and performance of this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby  will  not
constitute  a  breach of any instrument or agreement governing any Nathan's IP
Rights  (the "Nathan's IP Rights Agreements"), will not cause the forfeiture
or  termination  or  give  rise to a right of forfeiture or termination of any
Nathan's  IP  Rights  or  impair the right of Nathan's and its subsidiaries to
use, sell or license any Nathan's IP Rights or portion thereof, except for the
occurrence  of  any  such  breach,  forfeiture, termination or impairment that
would  not  individually  or  in  the  aggregate, result in a Material Adverse
Effect  on  Nathan's.
          (c)         (i) neither the manufacture, marketing, license, sale or
intended use of any product currently licensed or sold or under development by
Nathan's  or any of its subsidiaries violates any license or agreement between
Nathan's  or  any  of  its  subsidiaries  and any third party or infringes any
intellectual  property  right of any other party; and (ii) there is no pending
or,  to the knowledge of Nathan's, threatened claim, arbitration or litigation
contesting  the  validity, ownership or right to use, sell, license or dispose
of  any  Nathan's  IP  Rights,  nor  has  Nathan's received any written notice
asserting  that  any  Nathan's IP Rights or the proposed use, sale, license or
disposition  thereof  conflicts  or will conflict with the rights of any other
party,  except,  with  respect  to  clauses  (i) and (ii), for any violations,
infringements,  claims  or  litigation  that would not have a Material Adverse
Effect  on  Nathan's.
          (d)     Nathan's has taken reasonable and practicable steps designed
to  safeguard  and  maintain  the  secrecy  and  confidentiality  of,  and its
proprietary  rights  in,  all  Nathan's  IP  Rights.
     3.10.          Compliance;  Permits;  Restrictions.
          (a)      Neither Nathan's nor any of its subsidiaries is in conflict
with,  or  in  default  or violation of, (i) any law, rule, regulation, order,
judgment  or  decree  applicable  to Nathan's or any of its subsidiaries or by
which  its or any of their respective properties is bound or affected, or (ii)
any  note,  bond,  mortgage,  indenture,  contract, agreement, lease, license,
permit,  franchise  or other instrument or obligation to which Nathan's or any
of its subsidiaries is a party or by which Nathan's or any of its subsidiaries
or  its  or  any  of their respective properties is bound or affected, except,
with  respect  to  clauses  (i)  and  (ii),  for  any  conflicts,  defaults or
violations which would not have a Material Adverse Effect on Nathan's.  To the
knowledge  of  Nathan's, no investigation or review by any Governmental Entity
is  pending  or  threatened  against Nathan's or its subsidiaries, nor has any
Governmental Entity indicated an intention to conduct the same, other than, in
each  such  case, those the outcome of which would not have a Material Adverse
Effect  on  Nathan's.
          (b)        Nathan's and its subsidiaries hold all permits, licenses,
variances,  exemptions,  orders and approvals from Governmental Entities which
are material to the operation of the business of Nathan's and its subsidiaries
taken  as  a whole (collectively, the "Nathan's Permits").  Nathan's and its
subsidiaries  are  in  compliance  with  the terms of Nathan's Permits, except
where  the  failure  to  so comply would not have a Material Adverse Effect on
Nathan's.
     3.11.        Litigation.  As of the date of this Agreement, there is no
action,  suit,  proceeding,  claim, arbitration or, to Nathan's knowledge, any
investigation  pending, or as to which Nathan's or any of its subsidiaries has
received  any  notice  of  assertion  nor,  to  Nathan's knowledge, is there a
threatened  action,  suit,  proceeding,  claim,  arbitration  or investigation
against  Nathan's  or  any  of  its  subsidiaries which  would have a Material
Adverse  Effect  on  Nathan's,  or  which in any manner challenges or seeks to
prevent,  enjoin,  alter or delay any of the transactions contemplated by this
Agreement.
     3.12.       Brokers' and Finders' Fees.  Nathan's has not incurred, nor
will it incur, directly or indirectly, any liability for brokerage or finders'
fees  or  agents'  commissions  or any similar charges in connection with this
Agreement  or  any  transaction  contemplated  hereby.
     3.13.         Employee Benefit Plans.  Nathan's has no employee benefit
plan,  program,  arrangement  or  contract (including, without limitation, any
"employee  benefit  plan"  as  defined in Section 3(3) of ERISA) maintained or
contributed  to  by  Nathan's  or  any trade or business which is under common
control  with  Nathan's  within  the  meaning  of  Section  414  of  the Code.
     3.14.      Absence of Liens and Encumbrances.  Nathan's and each of its
subsidiaries has good and valid title to, or, in the case of leased properties
and  assets,  valid  leasehold  interests  in,  all  of  its material tangible
properties  and  assets,  real, personal and mixed, used in its business, free
and  clear  of any Encumbrances except as reflected in the Nathan's Financials
and  except for liens for taxes not yet due and payable and such imperfections
of  title  and  Encumbrances,  if any, which would not have a Material Adverse
Effect  on  Nathan's.
     3.15.          Environmental  Matters.
          (a)       Hazardous Material.  Except as would not have a Material
Adverse  Effect  on  Nathan's,  no  underground storage tanks and no Hazardous
Materials  (but  excluding  office  and  janitorial supplies) are present as a
result  of  the deliberate actions of Nathan's or any of its subsidiaries, or,
to  Nathan's  knowledge,  as  a  result  of  any actions of any third party or
otherwise,  in,  on  or  under  any  property,  including  the  land  and  the
improvements,  ground water and surface water thereof, that Nathan's or any of
its  subsidiaries  has  at  any  time  owned,  operated,  occupied  or leased.
          (b)      Hazardous Materials Activities.  Except as would not have
a  Material  Adverse  Effect  on  Nathan's,  neither  Nathan's  nor any of its
subsidiaries  has  transported,  stored,  used,  manufactured,  disposed  of,
released  or  exposed  its  employees  or  others  to  Hazardous  Materials in
violation of any law in effect on or before the Closing Date, nor has Nathan's
or  any  of  its subsidiaries engaged in any Hazardous Materials Activities in
violation  of  any  rule,  regulation,  treaty  or  statute promulgated by any
Governmental  Entity  in effect prior to or as of the date hereof to prohibit,
regulate  or  control  Hazardous Materials or any Hazardous Material Activity.
          (c)     Permits.  Nathan's and its subsidiaries currently hold all
environmental  approvals,  permits,  licenses,  clearances  and  consents (the
"Nathan's  Environmental Permits") necessary for the conduct of Nathan's and
its  subsidiaries'  Hazardous  Material  Activities  and  other  businesses of
Nathan's  and its subsidiaries as such activities and businesses are currently
being conducted, except where the failure to so hold would not have a Material
Adverse  Effect  on  Nathan's.
          (d)          Environmental  Liabilities.    No  material  action,
proceeding,  revocation  proceeding,  amendment procedure, writ, injunction or
claim is pending, or to Nathan's knowledge, threatened concerning any Nathan's
Environmental  Permit,  Hazardous Material or any Hazardous Materials Activity
of  Nathan's  or  any  of its subsidiaries which would have a Material Adverse
Effect  on  Nathan's.  Nathan's is not aware of any fact or circumstance which
could  involve  Nathan's  or  any  of  its  subsidiaries  in any environmental
litigation  or  impose  upon  Nathan's  or  any  of  its  subsidiaries  any
environmental liability that would have a Material Adverse Effect on Nathan's.
     3.16.          Labor  Matters.    To  Nathan's  knowledge, there are no
activities  or  proceedings  of  any  labor union to organize any employees of
Nathan's  or  any  of  its  subsidiaries and there are no strikes, or material
slowdowns,  work  stoppages or lockouts, or threats thereof by or with respect
to  any  employees  of  Nathan's or any of its subsidiaries.  Nathan's and its
subsidiaries  are  and  have  been  in  compliance  with  all  applicable laws
regarding  employment practices, terms and conditions of employment, and wages
and  hours (including, without limitation, ERISA, WARN or any similar state or
local  law),  except  for  any  noncompliance  that  would not have a Material
Adverse  Effect  on  Nathan's.
     3.17.       Agreements, Contracts and Commitments.  Except as set forth
in  the  Nathan's Schedules, neither Nathan's nor any of its subsidiaries is a
party  to  or  is  bound  by:
          (a)          any  collective  bargaining  agreements;
          (b)        any bonus, deferred compensation, incentive compensation,
pension,  profit-sharing  or  retirement  plans, or any other employee benefit
plans  or  arrangements;
          (c)          any  employment  or  consulting  agreement, contract or
commitment  with  any  officer  or  director level employee, not terminable by
Nathan's  or  any of its subsidiaries on thirty days notice without liability,
except  to the extent general principles of wrongful termination law may limit
Nathan's  or  any of its subsidiaries' ability to terminate employees at will;
          (d)        any agreement or plan, including, without limitation, any
stock  option  plan, stock appreciation right plan or stock purchase plan, any
of  the  benefits  of  which  will be increased, or the vesting of benefits of
which  will  be  accelerated,  by  the  occurrence  of any of the transactions
contemplated  by  this  Agreement or the value of any of the benefits of which
will  be  calculated  on  the basis of any of the transactions contemplated by
this  Agreement;
          (e)         any agreement of indemnification or guaranty not entered
into  in the ordinary course of business other than indemnification agreements
between  Nathan's  or  any  of  its  subsidiaries  and  any of its officers or
directors;
          (f)          any  agreement,  contract  or commitment containing any
covenant limiting the freedom of Nathan's or any of its subsidiaries to engage
in  any  line  of  business  or  compete  with  any  person;
          (g)        any agreement, contract or commitment relating to capital
expenditures  and  involving  future obligations in excess of $100,000 and not
cancelable  without  penalty;
          (h)         any agreement, contract or commitment currently in force
relating  to  the  disposition  or  acquisition  of assets not in the ordinary
course  of business or any ownership interest in any corporation, partnership,
joint  venture  or  other  business  enterprise;

          (i)          any  mortgages, indentures, loans or credit agreements,
security  agreements  or  other  agreements  or  instruments  relating  to the
borrowing  of  money  or  extension  of  credit;
          (j)          any  joint  marketing  or  development  agreement;
          (k)         any distribution agreement (identifying any that contain
exclusivity  provisions);  or
          (l)      any other agreement, contract or commitment (excluding real
and personal property leases) which involves payment by Nathan's or any of its
subsidiaries  under  any such agreement, contract or commitment of $100,000 or
more in the aggregate and is not cancelable without penalty within thirty (30)
days.
     Neither  Nathan's  nor any of its subsidiaries, nor to Nathan's knowledge
any  other  party  to  any Nathan's Contract (as defined below), has breached,
violated  or defaulted under, or received notice that it has breached violated
or  defaulted  under,  any  of  the material terms or conditions of any of the
agreements,  contracts or commitments to which Nathan's is a party or by which
it  is  bound of the type described in clauses (a) through (l) above (any such
agreement,  contract  or commitment, a "Nathan's Contract") in such a manner
as  would  permit  any  other  party  to cancel or terminate any such Nathan's
Contract,  or would permit any other party to seek damages, which would have a
Material  Adverse  Effect  on  Nathan's.
     3.18.     Change of Control Payments.  There are no plans or agreements
pursuant  to  which any material amounts may become payable (whether currently
or  in the future) to current or former officers or directors of Nathan's as a
result  of  or  in  connection  with  the  Merger.
     3.19.          Statements; Proxy Statement/Prospectus.  The information
supplied  or  to  be  supplied  by  Nathan's  in  writing  for  inclusion  or
incorporation  by  reference  in  the  Registration  Statement  (as defined in
Section 2.5(b)) shall not at the time the Registration Statement is filed with
the  SEC  and  at  the  time it or any amendment or supplement thereto becomes
effective under the Securities Act, contain any untrue statement of a material
fact  or  omit  to  state  any  material fact required to be stated therein or
necessary  in  order to make the statements therein not misleading in light of
the  circumstances  under  which  they  are  made;  and  Miami Subs shall have
received  a  certificate,  signed  on  behalf of Nathan's by the President and
Chief  Financial  Officer  of Nathan's, to the effect that nothing has come to
their  attention  after  due  inquiry    to  cause  them  to believe that such
representation and warranty is not true and correct.  The information supplied
or  to  be  supplied  by Nathan's in writing for inclusion or incorporation by
reference  in  the  Proxy Statement to be sent to the stockholders of Nathan's
and  the  shareholders  of  Miami  Subs  in  connection  with  the  Nathan's
Stockholders'  Meeting  and Miami Subs Shareholders' Meeting shall not, on the
date  the  Proxy  Statement is first mailed to Nathan's stockholders and Miami
Subs's  shareholders,  or  any amendment or supplement thereto, at the time of
the Miami Subs Shareholders' Meeting or the Nathan's Stockholders' Meeting and
at the Effective Time, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
are  made,  not  false  or  misleading;  or  omit  to  state any material fact
necessary  to  correct any statement in any earlier communication with respect
to  the  solicitation of proxies for the Nathan's Stockholders' Meeting or the
Miami  Subs  Shareholders'  Meeting  which has become false or misleading; and
Miami  Subs shall have received a certificate, signed on behalf of Nathan's by
the  President  and  Chief  Financial  Officer of Nathan's, to the effect that
nothing  has  come  to  their  attention  after  due inquiry  to cause them to
believe  that  such  representation and warranty is not true and correct.  The
Proxy  Statement  will  comply  as  to  form in all material respects with the
provisions  of  the Exchange Act and the rules and regulations thereunder.  If
at any time prior to the Effective Time, any event relating to Nathan's or any
of  its  affiliates  (other  than Miami Subs), officers or directors should be
discovered by Nathan's which should be set forth in an amendment or supplement
to the Registration Statement or a supplement to the Proxy Statement, Nathan's
shall  promptly  inform  Miami  Subs.  Notwithstanding the foregoing, Nathan's
makes  no  representation or warranty with respect to any information supplied
by  Miami  Subs  which  is  contained  in  any  of  the  foregoing  documents.
     3.20.       Board Approval.  The Board of Directors of Nathan's has, as
of  the  date  of this Agreement, (i) adopted the Merger, and (ii) resolved to
recommend  that  the  stockholders  of  Nathan's  approve  the  Merger.
     3.21.     Minute Books.  The minute books of Nathan's made available to
counsel  for  Miami  Subs  are the only minute books of Nathan's and contain a
reasonably  accurate  summary,  in  all  material respects, of all meetings of
directors  (or  committees  thereof)  and  stockholders  or actions by written
consent  since  the  time  of  incorporation  of  Nathan's.
     3.22.         Political Contributions.  Neither Nathan's nor any of its
subsidiaries  has,  directly or indirectly, (i) made any unlawful contribution
to  any  candidate  for  political  office,  or  failed  to disclose fully any
contribution  in  violation  of  law; or (ii) made any payment to any federal,
state  or  foreign  governmental  official,  or  any other person charged with
similar  public  or  quasi-public  duties,  other  than  payments  required or
permitted  by  the  laws  of  the  United  States  and  applicable  foreign
jurisdictions.
     3.23.        Disclosure.  None of the representations and warranties by
Nathan's  or  Merger  Sub  in  this  Agreement and no statement on the part of
Nathan's  or  Merger Sub in the Nathan's Schedules contains or will contain as
to the applicable representation and warranty any untrue statement of material
fact  or  omits  or will omit to state any material fact necessary in order to
make  any  of  the statements herein or therein, in light of the circumstances
under  which  it  was  made,  not  misleading.
                                  ARTICLE IV
                     CONDUCT PRIOR TO THE EFFECTIVE TIME
     4.1.      Conduct of Business.  During the period from the date of this
Agreement  and  continuing  until  the  earlier  of  the  termination  of this
Agreement  pursuant  to its terms or the Effective Time, Miami Subs (which for
the  purposes  of  this  Article  4  shall  include Miami Subs and each of its
subsidiaries)  and  Nathan's  (which  for the purposes of this Article 4 shall
include  Nathan's  and  each  of its subsidiaries) agree, except to the extent
that  the  other  party  shall  otherwise  consent in writing, to carry on its
business  diligently  and  in  accordance with good commercial practice and to
carry  on  its  business  in  the  usual,  regular  and  ordinary  course,  in
substantially  the  same  manner as heretofore conducted, to pay its debts and
taxes when due subject to good faith disputes over such debts or taxes, to pay
or  perform  other  material  obligations  when  due, and use its commercially
reasonable  efforts  consistent  with  past practices and policies to preserve
intact  its  present business organization, keep available the services of its
present  officers and employees and preserve its relationships with customers,
suppliers,  distributors,  licensors,  licensees, and others with which it has
business  dealings.  In furtherance of the foregoing and subject to applicable
law,  Miami  Subs  and  Nathan's  agree to confer, as promptly as practicable,
prior  to  taking  any  material  actions  or  making  any material management
decisions with respect to the conduct of business.  In addition, except in the
case of Miami Subs as provided in Article 4 of the Miami Subs Schedules and in
the  case  of  Nathan's  as  provided  in Article 4 of the Nathan's Schedules,
without  the  prior  written  consent  of  the  other,  neither Miami Subs nor
Nathan's  shall  do  any of the following, and neither Miami Subs nor Nathan's
shall  permit  its  subsidiaries  to  do  any  of  the  following:
          (a)          Waive any stock repurchase rights, accelerate, amend or
change the period of exercisability of options or restricted stock, or reprice
options  granted  under  any  employee,  consultant or director stock plans or
authorize  cash payments in exchange for any options granted under any of such
plans;
          (b)          Enter into any material partnership arrangements, joint
development  agreements  or  strategic  alliances;
          (c)         Grant any severance or termination pay to any officer or
employee  except  payments  in  amounts  consistent  with  policies  and  past
practices or pursuant to written agreements outstanding, or policies existing,
on  the  date  hereof  and as previously disclosed in writing to the other, or
adopt  any  new  severance  plan;
          (d)         Transfer or license to any person or entity or otherwise
extend,  amend  or modify in any material respect any rights to the Miami Subs
IP  Rights  or  the  Nathan's IP Rights, as the case may be, other than in the
ordinary  course  of  business;
          (e)          Declare  or  pay  any  dividends  on  or make any other
distributions  (whether  in cash, stock or property) in respect of any capital
stock  or split, combine or reclassify any capital stock or issue or authorize
the  issuance  of  any  other  securities  in  respect  of,  in  lieu of or in
substitution  for  any  capital  stock;
          (f)     Repurchase or otherwise acquire, directly or indirectly, any
shares  of  capital  stock except pursuant to rights of repurchase of any such
shares  under  any  employee,  consultant  or  director  stock  plan;
          (g)         Issue, deliver, sell, authorize or propose the issuance,
delivery or sale of, any shares of capital stock or any securities convertible
into shares of capital stock, or subscriptions, rights, warrants or options to
acquire  and shares of capital stock or any securities convertible into shares
of  capital  stock,  or  enter  into  other  agreements  or commitments of any
character  obligating  it  to issue any such shares or convertible securities,
other  than (i) the issuance of shares of Nathan's Common Stock or MSC Capital
Stock,  as  the  case  may  be,  pursuant  to the exercise of stock options or
warrants  therefor  outstanding as of the date of this Agreement, (ii) options
to  purchase shares of MSC Capital Stock or Nathan's Common Stock, as the case
may be, to be granted at fair market value in the ordinary course of business,
consistent  with  past  practice  and in accordance with existing stock option
plans, (iii) shares of MSC Capital Stock or Nathan's Common Stock, as the case
may  be, issuable upon the exercise of the options referred to in clause (ii),
and  (iv)  shares  of Nathan's Common Stock and Warrants pursuant to the terms
hereof;
          (h)          Cause,  permit or propose any amendments to any charter
document  or  Bylaw  (or  similar  governing instruments of any subsidiaries),
except  to  increase  the  size of the Board of Directors of Nathan's to seven
directors;
          (i)          Except  as set forth on the Miami Subs Schedules or the
Nathan's Schedules, as the case may be, acquire or agree to acquire by merging
or  consolidating  with, or by purchasing any equity interest in or a material
portion  of  the  assets  of,  or  by  any  other  manner, any business or any
corporation,  partnership interest, association or other business organization
or division thereof, or otherwise acquire or agree to acquire any assets which
are  material, individually or in the aggregate, to the business of Miami Subs
or  Nathan's,  as the case may be, or enter into any joint ventures, strategic
partnerships  or  alliances,  other  than  in  the ordinary course of business
consistent  with  past  practice; provided that Nathan's may enter into such a
transaction  if  (i)  Nathan's  is a surviving entity in such a transaction or
(ii)  if  Nathan's  is  not  the  surviving  entity,  such  surviving  entity
specifically  assumes  the  obligations  of  Nathan's  hereunder;
          (j)       Sell, lease, license, Encumber or otherwise dispose of any
properties  or assets which are material, individually or in the aggregate, to
the  business  of  Miami  Subs  or  Nathan's,  as  the  case  may  be;
          (k)          Incur  any  indebtedness for borrowed money (other than
ordinary  course  trade  payables or pursuant to existing credit facilities in
the  ordinary  course of business) or guarantee any such indebtedness or issue
or  sell  any debt securities or warrants or rights to acquire debt securities
of  Miami  Subs  or  Nathan's,  as  the  case  may  be,  or guarantee any debt
securities of others (other than by Miami Subs on behalf of its franchisees in
connection  with  the  Arthur  Treacher's/Miami  Subs  Development  Project);
          (l)         Adopt or amend any employee benefit or stock purchase or
option  plan,  or enter into any employment contract, pay any special bonus or
special  remuneration to any director or employee, or increase the salaries or
wage  rates  of its officers or employees other than in the ordinary course of
business,  consistent  with  past  practice;
          (m)     Pay, discharge or satisfy any claim, liability or obligation
(absolute,  accrued,  asserted  or unasserted, contingent or otherwise), other
than  the  payment,  discharge  or  satisfaction  in  the  ordinary  course of
business;
          (n)        Make any grant of exclusive rights to any third party; or
          (o)         Agree in writing or otherwise to take any of the actions
described  in  Article  4  (a)  through  (n)  above.

                                  ARTICLE V
                            ADDITIONAL AGREEMENTS
     5.1.          Proxy  Statement/Prospectus; Registration Statement; Other
Filings.    As promptly as practicable after the execution of this Agreement,
Miami Subs and Nathan's will prepare and file with the SEC the Proxy Statement
and  Nathan's will prepare and file with the SEC the Registration Statement in
which  the  Proxy  Statement  will be included as a prospectus.  Each of Miami
Subs  and  Nathan's will respond to any comments of the SEC, will use its best
efforts  to  have  the  Registration  Statement  declared  effective under the
Securities Act as promptly as practicable after such filing and will cause the
Proxy  Statement  to  be  mailed  to  its  shareholders  and  stockholders,
respectively  at  the  earliest  practicable time.  As promptly as practicable
after  the  date  of  this Agreement, Miami Subs and Nathan's will prepare and
file  any other filings required under the Exchange Act, the Securities Act or
any  other  Federal,  foreign or state securities or blue sky laws relating to
the  Merger  and  the  transactions contemplated by this Agreement (the "Other
Filings").    Each party will notify the other party promptly upon the receipt
of any comments from the SEC or its staff and of any request by the SEC or its
staff  or  any other government officials for amendments or supplements to the
Registration  Statement,  the  Proxy  Statement  or  any  Other  Filing or for
additional  information  and  will  supply  the other party with copies of all
correspondence  between  such  party or any of its representatives, on the one
hand,  and  the  SEC,  or  its staff or any other government officials, on the
other  hand,  with respect to the Registration Statement, the Proxy Statement,
the  Merger  or  any  Other  Filing.    The  Proxy Statement, the Registration
Statement  and the Other Filings will comply in all material respects with all
applicable  requirements  of  law  and  the  rules and regulations promulgated
thereunder.  Whenever any event occurs which is required to be set forth in an
amendment  or supplement to the Proxy Statement, the Registration Statement or
any  Other  Filing,  Miami Subs or Nathan's, as the case may be, will promptly
inform the other party of such occurrence and cooperate in filing with the SEC
or its staff or any other government officials, and/or mailing to shareholders
of Miami Subs and stockholders of Nathan's, such amendment or supplement.  The
Proxy  Statement  will  also  include  the recommendations of (i) the Board of
Directors  of  Miami  Subs  in  favor of approval of the Merger (except to the
extent  permitted  by Section 5.4) and (ii) the Board of Directors of Nathan's
in  favor  of the approval of this Agreement (except that the respective Board
of  Directors  of Nathan's and Miami Subs may withdraw, modify or refrain from
making such recommendations to the extent that the respective Board determines
in  good faith after consultation with outside legal counsel that such Board's
fiduciary  duties  under  applicable  law  require  it  to  do  so).
     5.2.         Meetings of Stockholders.  Promptly after the date hereof,
Miami  Subs will take all action necessary in accordance with the FBCA and its
Articles  of  Incorporation and Bylaws to convene the Miami Subs Shareholders'
Meeting to be held as promptly as practicable, and in any event within 45 days
after  the declaration of effectiveness of the Registration Statement, for the
purpose  of voting upon the Merger.  Miami Subs will consult with Nathan's and
use  its  commercially reasonable efforts to hold the Miami Subs Shareholders'
Meeting  no  more  than  one  business day prior to the Nathan's Stockholders'
Meeting.    Promptly  after  the  date  hereof,  Nathan's will take all action
necessary in accordance with Delaware Law and its Certificate of Incorporation
and  Bylaws  to  convene  the  Nathan's  Stockholders'  Meeting  to be held as
promptly as practicable, and in any event within 45 days after the declaration
of effectiveness of the Registration Statement, for the purpose of voting upon
the  Merger.    Nathan's  will  consult  with  Miami  Subs  and  will  use its
commercially  reasonable efforts to hold the Nathan's Stockholders' Meeting no
more  than  one  business  day  following  the  date  on  which the Miami Subs
Shareholders'  Meeting is convened.  Nathan's and Miami Subs will each use its
commercially  reasonable  efforts  to  solicit  from  its  stockholders  and
shareholders,  respectively,  proxies in favor of such approvals and will take
all other action necessary or advisable to secure the vote or consent of their
stockholders  and shareholders, respectively, required by Delaware Law and the
FBCA,  respectively,  to obtain such approvals (except to the extent permitted
by  Section  5.4).
     5.3.          Access  to Information; Confidentiality.  Each party will
afford  the other party and its accountants, counsel and other representatives
reasonable  access  during  normal  business  hours  to the properties, books,
records  and  personnel  of  the other party (and its subsidiaries) during the
period  prior  to  the Effective Time to obtain all information concerning the
business,  including  the  status  of product development efforts, properties,
results  of  operations and personnel of such party (and its subsidiaries), as
the  other party may reasonably request.  No information or knowledge obtained
in  any investigation pursuant to this Section 5.3 will affect or be deemed to
modify  any  representation  or warranty contained herein or the conditions to
the  obligations  of  the  parties  to  consummate  the  Merger.
     5.4.          No  Solicitation  by  Miami  Subs.
          (a)      From and after the date of this Agreement until the earlier
of  the Effective Time or termination of this Agreement pursuant to its terms,
Miami  Subs  and its subsidiaries will not, and will instruct their respective
directors,  officers,  employees,  representatives, investment bankers, agents
and  affiliates  not  to,  directly  or  indirectly,  (i) solicit or knowingly
encourage  submission  of,  any  proposals  or offers by any person, entity or
group (other than Nathan's and its affiliates, agents and representatives), or
(ii)  participate  in  any  discussions  or negotiations with, or disclose any
non-public information concerning Miami Subs or any of its subsidiaries to, or
afford  any access to the properties, books or records of Miami Subs or any of
its  subsidiaries  to,  or  otherwise  assist or facilitate, or enter into any
agreement  or  understanding  with,  any  person,  entity or group (other than
Nathan's  and  its affiliates, agents and representatives), in connection with
any Acquisition Proposal with respect to Miami Subs.  For the purposes of this
Agreement,  an  "Acquisition  Proposal"  with respect to an entity means any
proposal  or  offer  relating  to  (i)  any  merger,  consolidation,  sale  of
substantial  assets  or  similar  transactions  involving  the  entity  or any
subsidiaries  of  the  entity  (other than sales of assets or inventory in the
ordinary  course  of business or permitted under the terms of this Agreement),
(ii)  sale  of  5%  or  more of the outstanding shares of capital stock of the
entity  (including  without limitation by way of a tender offer or an exchange
offer), (iii) the acquisition by any person of beneficial ownership or a right
to  acquire  beneficial  ownership  of,  or  the  formation of any "group" (as
defined  under Section 13(d) of the Exchange Act and the rules and regulations
thereunder)  which  beneficially  owns, or has the right to acquire beneficial
ownership  of,  5%  or more of the then outstanding shares of capital stock of
the  entity  (except  for acquisitions for passive investment purposes only in
circumstances where the person or group qualifies for and files a Schedule 13G
with  respect thereto); or (iv) any public announcement of a proposal, plan or
intention  to do any of the foregoing or any agreement to engage in any of the
foregoing.  Miami Subs will immediately cease any and all existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to  any  of the foregoing.  Miami Subs will (i) notify Nathan's as promptly as
practicable if any inquiry or proposal is made or any information or access is
requested  in  writing in connection with an Acquisition Proposal or potential
Acquisition  Proposal  and  (ii) as promptly as practicable notify Nathan's of
the  significant  terms  and  conditions of any such Acquisition Proposal.  In
addition, subject to the provisions of Section 5.4(b), from and after the date
of  this  Agreement until the earlier of the Effective Time and termination of
this  Agreement  pursuant  to  its terms, Miami Subs and its subsidiaries will
not,  and  will  instruct  their  respective  directors,  officers, employees,
representatives, investment bankers, agents and affiliates not to, directly or
indirectly,    make  or  authorize  any  public  statement,  recommendation or
solicitation in support of any Acquisition Proposal made by any person, entity
or  group  (other  than  Nathan's); provided, however, that nothing herein
shall  prohibit  Miami Subs's Board of Directors from taking and disclosing to
Miami  Subs's  shareholders a position with respect to a tender offer pursuant
to  Rules  14d-9  and  14e-2  promulgated  under  the  Exchange  Act.
          (b)        Notwithstanding the provisions of paragraph (a)(i) above,
prior  to  the approval of this Agreement by the shareholders of Miami Subs at
the  Miami Subs Shareholders' Meeting, Miami Subs may, to the extent the Board
of  Directors of Miami Subs determines, in good faith, after consultation with
outside  legal counsel, that the Board's fiduciary duties under applicable law
require  it  to  do  so, participate in discussions or negotiations with, and,
subject  to  the  requirements of paragraph (c), below, furnish information to
any  person,  entity or group after such person, entity or group has delivered
to  Miami Subs in writing, an unsolicited bona fide Acquisition Proposal which
the  Board  of  Directors  of Miami Subs in its good faith reasonable judgment
determines,  after consultation with its independent financial advisors, would
result  in a transaction more favorable to the shareholders of Miami Subs from
a  financial  point  of  view  than the Merger and for which financing, to the
extent  required,  is  then  committed  or which, in the good faith reasonable
judgment  of  the  Board  of Directors of Miami Subs (based upon the advice of
independent  financial  advisors),  is reasonably capable of being financed by
such  person, entity or group and which is likely to be consummated (a "Miami
Subs  Superior  Proposal").  In  addition,  notwithstanding the provisions of
paragraph  (a)(i)  above,  in connection with a possible Acquisition Proposal,
Miami  Subs may refer any third party to this Section 5.4(b) or make a copy of
this  Section  5.4(b)  available  to  a  third party.  In the event Miami Subs
receives  a  Miami Subs Superior Proposal, nothing contained in this Agreement
(but subject to the terms hereof) will prevent the Board of Directors of Miami
Subs  from  approving  such  Miami Subs Superior Proposal or recommending such
Miami  Subs  Superior  Proposal  to  Miami  Subs's  shareholders, if the Board
determines  that  such  action  is  required  by  its  fiduciary  duties under
applicable  law;  in  such  case,  the  Board  of  Directors of Miami Subs may
withdraw,  modify  or  refrain  from  making its recommendation concerning the
approval  of  the  Merger;  provided,  however,  that Miami Subs shall not
accept  or  recommend  to  its  shareholders,  or  enter  into  any  agreement
concerning,  a  Miami  Subs Superior Proposal for a period of not less than 48
hours  after  Nathan's receipt of a copy of such Miami Subs Superior Proposal 
(or  a  description of the significant terms and conditions thereof, if not in
writing)  unless the Board of Directors of Miami Subs determines in good faith
after  consultation  with  outside  legal  counsel  that the Board's fiduciary
duties  under  applicable  law  require  it  to  do  so  sooner.
          (c)       Notwithstanding anything to the contrary in paragraph (b),
Miami  Subs  will  not  provide  any  non-public  information to a third party
unless:  (x)  Miami  Subs  provides  such non-public information pursuant to a
nondisclosure  agreement  with  terms regarding the protection of confidential
information;  and  (y)  such  non-public  information  is the same information
previously  delivered  to  Nathan's.
     5.5.      Public Disclosure.  Nathan's and Miami Subs will consult with
each  other  before  issuing  any press release or otherwise making any public
statement  with  respect  to  the  Merger,  this  Agreement  or an Acquisition
Proposal  and  will  not  issue any such press release or make any such public
statement  prior to such consultation, except as may be required by law or any
listing  agreement  with  a  national  securities  exchange,    the  Nasdaq or
automated  quotation  system.
     5.6.        Legal Requirements.  Each of Nathan's, Merger Sub and Miami
Subs  will  take  all  reasonable  actions  necessary  or  desirable to comply
promptly with all legal requirements which may be imposed on them with respect
to  the  consummation  of  the  transactions  contemplated  by  this Agreement
(including furnishing all information required in connection with approvals of
or  filings  with  any  Governmental  Entity,  and  prompt  resolution  of any
litigation  prompted  hereby  in  a  manner mutually acceptable to the parties
hereto)  and will promptly cooperate with and furnish information to any party
hereto  necessary in connection with any such requirements imposed upon any of
them  or  their respective subsidiaries in connection with the consummation of
the  transactions  contemplated  by  this  Agreement.    Nathan's will use its
commercially  reasonable  efforts  to  take  such steps as may be necessary to
comply  with  the  securities and blue sky laws of all jurisdictions which are
applicable  to  the  issuance of Nathan's Common Stock and Warrants (including
the shares of Nathan's Common Stock underlying such Warrants) pursuant hereto.
 Miami Subs will use its commercially reasonable efforts to assist Nathan's as
may  be  necessary  to  comply  with  the  securities and blue sky laws of all
jurisdictions which are applicable in connection with the issuance of Nathan's
Common  Stock  and  Warrants  (including  the  shares of Nathan's Common Stock
underlying  such  Warrants)  pursuant  hereto  .
     5.7.        Third Party Consents.  As soon as practicable following the
date hereof, Nathan's and Miami Subs will each use its commercially reasonable
efforts  to  obtain  all material consents, waivers and approvals under any of
its or its subsidiaries' agreements, contracts, licenses or leases required to
be  obtained  in  connection  with  the  consummation  of  the  transactions
contemplated  hereby.
     5.8.      FIRPTA.  At or prior to the Closing, Miami Subs, if requested
by  Nathan's,  shall deliver to the IRS a notice that the MSC Capital Stock is
not  a  "U.S.  Real  Property  Interest" as defined and in accordance with the
requirements  of  Treasury  Regulation  Section  1.897-2(h)(2).
     5.9.     Notification of Certain Matters.  Nathan's and Merger Sub will
give  prompt  notice  to Miami Subs, and Miami Subs will give prompt notice to
Nathan's,  of  the  occurrence,  or  failure  to  occur,  of  any event, which
occurrence  or  failure  to  occur would be reasonably likely to cause (a) any
representation  or  warranty  contained  in  this  Agreement  to  be untrue or
inaccurate in any material respect at any time from the date of this Agreement
to  the Effective Time, or (b) any material failure of Nathan's and Merger Sub
or  Miami  Subs,  as the case may be, or of any officer, director, employee or
agent  thereof, to comply with or satisfy any covenant, condition or agreement
to  be complied with or satisfied by it under this Agreement.  Notwithstanding
the  above, the delivery of any notice pursuant to this section will not limit
or  otherwise  affect  the remedies available hereunder to the party receiving
such  notice.
     5.10.          Best  Efforts  and  Further  Assurances.  Subject to the
respective  rights  and  obligations  of  Nathan's  and  Miami Subs under this
Agreement,  each of the parties to this Agreement will use its best efforts to
effectuate  the  Merger  and the other transactions contemplated hereby and to
fulfill  and  cause  to  be  fulfilled  the  conditions  to closing under this
Agreement.    Each  party  hereto,  at the reasonable request of another party
hereto,  will  execute  and  deliver such other instruments and do and perform
such  other  acts  and  things  as may be necessary or desirable for effecting
completely  the  consummation  of  the  transactions  contemplated  hereby.
     5.11.          Stock  Options.
          (a)         At the Effective Time, each outstanding Miami Subs Stock
Option,  whether  or  not  exercisable, will be assumed by Nathan's.  From and
after  the Effective Time, each Miami Subs Stock Option so assumed by Nathan's
under  this  Agreement  shall  be  deemed  to  constitute an option to acquire
Nathan's  Common  Stock,  on  the same terms and conditions as were applicable
under  such  Miami  Subs  Stock  Option,  and (i) will be exercisable (or will
become  exercisable  in  accordance  with  its terms) for that number of whole
shares  of  Nathan's Common Stock equal to the product of the number of shares
of MSC Capital Stock that were issuable upon exercise of such Miami Subs Stock
Option  immediately  prior  to  the Effective Time multiplied by  the Exchange
Ratio,  rounded  down to the nearest whole number of shares of Nathan's Common
Stock, and (ii) the per share exercise price for the shares of Nathan's Common
Stock  issuable  upon exercise of such assumed Miami Subs Stock Option will be
equal  to the amount determined by multiplying the exercise price per share of
MSC  Capital  Stock  at  which  such  Miami  Subs Stock Option was exercisable
immediately  prior  to the Effective Time by $2.068, rounded up to the nearest
whole  cent.   As soon as practicable after the Effective Time, Nathan's shall
deliver to the holders of Miami Subs Stock Options appropriate notices setting
forth  such  holders'  right  pursuant  to  the  Miami  Subs  Option Plan (and
agreements  evidencing the grants of such Miami Subs Stock Options) or, if not
granted  under  the  Miami  Subs  Option  Plan,  the  agreement  governing and
evidencing  such  Miami  Subs  Stock  Options, and indicated that such options
shall  continue  in  effect  on  the same terms and conditions (subject to the
adjustments required by this Section 5.11(a) after giving effect to the Merger
and  the  assumption  by  Nathan's  as  set  forth  herein).
          (b)          Nathan's  shall  take all corporate action necessary to
reserve  sufficient shares of Nathan's Common Stock for issuance under Section
5.11(a)  and  under  Section  1.6(c)  hereof.
     5.12.          Registration  Rights.   As soon as practicable after the
Effective  Time  and  in  no event later than ten (10) business days after the
Effective  Time,  Nathan's shall file a registration statement on Form S-8 and
Form  S-3  with respect to the shares of Nathan's Common Stock subject to such
assumed  Miami  Subs  Stock  Options,  and following the effectiveness of such
registration  statements,  Nathan's  shall  use  all  commercially  reasonable
efforts  to  maintain  the  effectiveness of such registration statements (and
maintain  the  current  status  of  the  prospectus  or prospectuses contained
therein)  for  so  long  as  such  options  remain  outstanding.
     5.13.          Indemnification  and  Insurance.
          (a)          The  Surviving  Corporation  shall  assume  all  of the
obligations of Miami Subs or any of its subsidiaries under any indemnification
agreement with any present or former director, officer, employee, and/or agent
of  Miami  Subs  or  any  of its subsidiaries, as in effect on or prior to the
Effective Time. From and after the Effective Time for a period of three years,
the  Surviving  Corporation  shall  provide  with  respect  to  each director,
officer, employee and agent of Miami Subs and its subsidiaries (as of the date
hereof  and  through  the  Effective  Time)  (the  "Indemnified  Parties), the
indemnification  rights  (including  any  rights  to advancement of reasonable
expenses)  which  such Indemnified Parties had, whether from Miami Subs or any
such  subsidiary,  immediately  prior to the Effective Time, whether under the
FBCA,  the  Articles  of  Incorporation  or  Bylaws  of  Miami  Subs  or  such
subsidiary.  Notwithstanding  the  foregoing  sentence,  from  and  after  the
Effective  Time  for  a period of three years, the Surviving Corporation shall
honor  any  indemnification  rights  (including  the advancement of reasonable
expenses) of any former director, officer, employee and/or agent of Miami Subs
or any of its subsidiaries, which any such person had, whether from Miami Subs
or any such subsidiary, immediately prior to the Effective Time, whether under
the  FBCA,  the  Articles  of  Incorporation  or  Bylaws of Miami Subs or such
subsidiary.    The  Articles  of  Incorporation  and  Bylaws  of the Surviving
Corporation  will  contain  provisions  with  respect  to  indemnification and
elimination  of  liability  for  monetary  damages  of the Indemnified Parties
substantially  similar to those set forth in the Articles of Incorporation and
Bylaws  of  Miami  Subs,  which  provisions  will  not be amended, repealed or
otherwise  modified for a period of three years from the Effective Time in any
manner  that  would  adversely affect the rights thereunder of the Indemnified
Parties  , unless such modification is required by law.  Immediately following
the  Effective  Time, Nathan's shall cause to remain in effect, if applicable,
the  current  policies  of  directors'  and  officers'  liability  insurance
maintained  by  Miami  Subs or any of its subsidiaries (provided that Nathan's
may  substitute  therefor  policies  of at least the same coverage and amounts
containing  terms  and conditions which are no less advantageous) with respect
to  claims  arising  from  facts  or  events  which  occurred at or before the
Effective  Time,  and  Nathan's  shall  maintain such coverage for a period of
three  years  after  the  Effective  Time.
          (b)          After  the Effective Time the Surviving Corporation and
Nathan's  will,  to the fullest extent permitted under applicable law or under
the  Surviving  Corporation's Articles of Incorporation or Bylaws and Nathan's
Certificate  of  Incorporation  or  Bylaws,  respectively,  indemnify and hold
harmless,  the  Indemnified  Parties  against any costs or expenses (including
reasonable  attorneys'  fees),  judgments,  fines,  losses,  claims,  damages,
liabilities  and  amounts  paid  in  settlement  in connection with any claim,
action,  suit,  proceeding  or investigation, whether civil, administrative or
investigative,  to  the  extent  arising out of or pertaining to any action or
omission  in  his or her capacity as a director, officer, employee or agent of
Miami  Subs  arising  out of or pertaining to the transactions contemplated by
this  Agreement  for  a  period  of three years after the date hereof.  In the
event  of  any  such claim, action, suit, proceeding or investigation (whether
arising  before  or after the Effective Time), (i) any counsel retained by the
Indemnified Parties for any period after the Effective Time will be reasonably
satisfactory  to  the  Surviving  Corporation  and  Nathan's,  (ii)  after the
Effective  Time,  the  Surviving  Corporation will pay the reasonable fees and
expenses  of such counsel, promptly after statements therefor are received and
(iii)  the  Surviving  Corporation  will  cooperate in the defense of any such
matter;  provided,  however,  that  the  Surviving Corporation will not be
liable  for any settlement effected without its written consent (which consent
will  not  be  unreasonably withheld); and provided, further, that, in the
event that any claim or claims for indemnification are asserted or made within
such  three-year  period, all rights to indemnification in respect of any such
claim  or  claims  will  continue  until  the  disposition of any and all such
claims.    The Indemnified Parties as a group may retain only one law firm (in
addition to local counsel) to represent them with respect to any single action
unless  there  is,  under  applicable  standards  of  professional  conduct, a
conflict  on  any  significant  issue between the positions of any two or more
Indemnified  Parties.
          (c)          This  Section 5.13 will survive any termination of this
Agreement  and  the  consummation  of  the  Merger  at  the Effective Time, is
intended  to benefit Miami Subs, the Surviving Corporation and the Indemnified
Parties and their heirs and representatives (each of whom shall be entitled to
enforce this Section 5.13 against Nathan's or the Surviving Corporation to the
extent specified herein), and will be binding on all successors and assigns of
Nathan's  and  the  Surviving  Corporation.
     5.14.          NASDAQ  Listing.    Nathan's  will  use all commercially
reasonable  efforts to cause to be approved for listing on the Nasdaq National
Market  the  shares of Nathan's Common Stock and Warrants issuable, and shares
of  Nathan's  Common  Stock required to be reserved for issuance in respect of
the  Warrants and the Miami Subs Stock Options, in connection with the Merger,
upon  official  notice  of  issuance.
     5.15.        Board of Directors of Nathan's.  The Board of Directors of
Nathan's  will  take  all actions necessary to cause the Board of Directors of
Nathan's,  immediately  after the Effective Time, to consist of seven persons,
six  of  whom  shall  have  served  on  the  Board  of  Directors  of Nathan's
immediately prior to the Effective Time or otherwise be designated by Nathan's
and one of whom, Donald Perlyn, shall have served on the Board of Directors of
Miami  Subs  immediately  prior  to  the  Effective  Time.
     5.16.      Employment Agreements. .   On the Closing Date, Nathan's (or
a  subsidiary thereof) shall enter into employment agreements in form attached
hereto  as  Exhibits  B, C and D, respectively, with each of Donald L. Perlyn,
Jerry  W. Woda and Frank Baran, each of whom is presently an executive officer
of  Miami  Subs.
                                  ARTICLE VI
                           CONDITIONS TO THE MERGER
     6.1.     Conditions to Obligations of Each Party to Effect the Merger. 
The  respective  obligations  of  each  party  to this Agreement to effect the
Merger shall be subject to the satisfaction at or prior to the Closing Date of
the  following  conditions:
          (a)          Stockholder Approval.  This Agreement shall have been
approved  and  adopted,  and  the Merger shall have been duly approved, by the
requisite  vote  under applicable law by the shareholders of Miami Subs and by
the  stockholders  of  Nathan's.
          (b)          Registration Statement Effective.  The SEC shall have
declared  the  Registration Statement effective.  No stop order suspending the
effectiveness  of  the  Registration  Statement or any part thereof shall have
been  issued  and no proceeding for that purpose, and no similar proceeding in
respect of the Proxy Statement, shall have been initiated or threatened by the
SEC.    At  the effective date of the Registration Statement, the Registration
Statement  shall  not contain any untrue statement of a material fact, or omit
to  state  any material fact necessary in order to make the statements therein
not  misleading,  and  at  the  mailing of the Proxy Statement and the date of
Nathan's Stockholders' Meeting and Miami Subs Shareholders' Meeting, the Proxy
Statement  shall  not  contain  any  untrue  statement.
          (c)          No Order.  No Governmental Entity shall have enacted,
issued,  promulgated,  enforced  or  entered  any  statute,  rule, regulation,
executive  order,  decree,  injunction  or  other  order  (whether  temporary,
preliminary  or  permanent)  which  is  in  effect and which has the effect of
making the Merger illegal or otherwise prohibiting consummation of the Merger.
          (d)       Nasdaq Listing.  The shares of Nathan's Common Stock and
Warrants issuable to shareholders of Miami Subs pursuant to this Agreement and
such  shares  of Nathan's Common Stock required to be reserved for issuance in
respect  of  the  Warrants  and  the  Miami Subs Stock Options shall have been
authorized  for  listing on the Nasdaq National Market upon official notice of
issuance.
          (e)       Authorizations; Consents.  All authorizations, consents,
waivers  and  approvals from parties to contracts or other agreements to which
any  of  Miami Subs or Nathan's (or their respective subsidiaries) is a party,
or  by  which  either  is  bound, as may be required to be obtained by them in
connection with the performance of this Agreement, the failure to obtain which
would prevent the consummation of the Merger or have a Material Adverse Effect
on  Miami  Subs  or  Nathan's,  as  the  case  may  be.
     6.2.          Additional  Conditions to Obligations of Miami Subs.  The
obligations of Miami Subs to consummate and effect the Merger shall be subject
to  the  satisfaction at or prior to the Closing Date of each of the following
conditions, any of which may be waived, in writing, exclusively by Miami Subs:
          (a)       Representations and Warranties.  The representations and
warranties  of  Nathan's  and  Merger Sub contained in this Agreement shall be
true  and  correct  on  and  as  of  the  Closing  Date,  except  for  changes
contemplated  by  this  Agreement  and  except  for  those representations and
warranties  which  address  matters  only as of a particular date (which shall
remain  true  and correct as of such particular date), with the same force and
effect  as  if  made  on and as of the Closing Date, except, in all such cases
where the failure to be so true and correct, would not have a Material Adverse
Effect  on  Nathan's; and Miami Subs shall have received a certificate, signed
on  behalf  of  Nathan's  by  the President and the Chief Financial Officer of
Nathan's,    to  the effect that nothing has come to their attention after due
inquiry  to cause them to believe that such representations and warranties are
not true and correct, except in all such cases where the failure to be so true
and  correct  would  not  have  a  Material  Adverse  Effect  on  Nathan's;
          (b)       Agreements and Covenants.  Nathan's and Merger Sub shall
have  performed  or  complied in all material respects with all agreements and
covenants  required by this Agreement to be performed or complied with by them
on  or  prior  to  the  Closing  Date,  and  Miami  Subs shall have received a
certificate  to  such effect signed on behalf of Nathan's by the President and
the  Chief Financial Officer of  Nathan's to the best of their knowledge after
due  inquiry;
          (c)      Material Adverse Effect.  No Material Adverse Effect with
respect  to  Nathan's  shall  have  occurred since the date of this Agreement;
          (d)         Legal Opinion.  Miami Subs shall have received a legal
opinion  from Blau, Kramer, Wactlar & Lieberman, P.C., counsel to Nathan's, in
a  form  reasonably  acceptable  to  Miami  Subs;
          (e)          Fairness  Opinion.   Miami Subs shall have received a
written  opinion from Raymond James & Associates, Inc. to the effect that  the
Merger is fair to Miami Subs's shareholders from a financial point of view and
shall  have  delivered  to  Nathan's  a  copy  of  such  opinion;  and
          (f)     Due Diligence.  Miami Subs shall, in its sole and absolute
discretion, be satisfied with the results of its due diligence with respect to
Nathan's;  provided that such due diligence must be completed by no later than
thirty  (30)  days  after the delivery to Miami Subs of the completed Nathan's
Schedules.    Absent  written  notification  by Miami Subs within the five (5)
business  days  immediately after the end of such thirty (30) day period, this
condition  shall  be  deemed  waived.
     6.3.      Additional Conditions to the Obligations of Nathan's and Merger
Sub.   The obligations of Nathan's and Merger Sub to consummate and effect the
Merger shall be subject to the satisfaction at or prior to the Closing Date of
each  of  the  following  conditions,  any of which may be waived, in writing,
exclusively  by  Nathan's:
          (a)       Representations and Warranties.  The representations and
warranties of Miami Subs contained in this Agreement shall be true and correct
on  and  as  of  the  Closing  Date,  except  for changes contemplated by this
Agreement  and  except  for those representations and warranties which address
matters  only  as of a particular date (which shall remain true and correct as
of  such particular date), with the same force and effect as if made on and as
of  the  Effective  Time, except, in all such cases where the failure to be so
true  and correct, would not have a Material Adverse Effect on Miami Subs; and
Nathan's and Merger Sub shall have received a certificate, signed on behalf of
Miami Subs by the President and Chief Financial Officer of Maimi Subs,  to the
effect  that  nothing  has  come to their attention after due inquiry to cause
them  to  believe that such representations and warranties are not so true and
correct,  except in all such cases where the failure to be so true and correct
would  not  have  a  Material  Adverse  Effect  on  Miami  Subs;
          (b)     Agreements and Covenants.  Miami Subs shall have performed
or  complied  in  all  material  respects  with  all  agreements and covenants
required  by this Agreement to be performed or complied with by it on or prior
to  the  Closing  Date, and Nathan's shall have received a certificate to such
effect signed on behalf of Miami Subs by the President and the Chief Financial
Officer  of  Miami  Subs  to  the  best  of their knowledge after due inquiry;
          (c)      Material Adverse Effect.  No Material Adverse Effect with
respect  to  Miami  Subs shall have occurred since the date of this Agreement;
          (d)          Legal  Opinion.  Nathan's shall have received a legal
opinion  from  Greenberg  Traurig,  P.A.,  counsel  to  Miami  Subs, in a form
reasonably  acceptable  to  Nathan's;
          (e)      Fairness Opinion.  Nathan's shall have received a written
opinion  from Cruttenden & Roth Incorporated to the effect that  the Merger is
fair  to  Nathan's  stockholders from a financial point of view and shall have
delivered  to  Miami  Subs  a  copy  of  such  opinion;  and
          (f)       Due Diligence.   Nathan's and Merger Sub shall, in their
sole  and  absolute  discretion,  be  satisfied  with the results of their due
diligence with respect to Miami Subs; provided that such due diligence must be
completed by no later than thirty (30) days after the delivery to Nathan's and
Merger Sub of the completed Miami Subs Schedules.  Absent written notification
by  Nathan's  and  Merger  Sub,  within the five (5) business days immediately
after  the  end of such thirty (30) day period, this condition shall be deemed
waived.

                                 ARTICLE VII
                      TERMINATION, AMENDMENT AND WAIVER
     7.1.         Termination.  This Agreement may be terminated at any time
prior to the Effective Time of the Merger, whether before or after approval of
the  Merger  by  the  stockholders  of  Nathan's  and  Miami  Subs:
          (a)       by mutual written consent duly authorized by the Boards of
Directors  of  Nathan's  and  Miami  Subs;
          (b)         by either Miami Subs or Nathan's if the Merger shall not
have  been  consummated by May 15, 1999; provided, however, that the right
to  terminate  this Agreement under this Section 7.1(b) shall not be available
to  any  party whose action or failure to act has been a principal cause of or
resulted in the failure of the Merger to occur on or before such date and such
action  or  failure  to  act  constitutes  a  breach  of  this  Agreement;
          (c)         by either Miami Subs or Nathan's if a court of competent
jurisdiction  or  governmental,  regulatory  or  administrative  agency  or
commission  shall  have  issued  an order, decree or ruling or taken any other
action  (an  "Order"),  in  any  case  having  the  effect  of  permanently
restraining,  enjoining  or  otherwise  prohibiting  the  Merger, which order,
decree  or  ruling  is  final  and  nonappealable;
          (d)       by either Miami Subs or Nathan's if the required approvals
of the shareholders of Miami Subs or stockholders of Nathan's, as the case may
be,  contemplated  by this Agreement shall not have been obtained by reason of
the  failure  to  obtain  the  required vote upon a vote taken at a meeting of
shareholders  of  Miami  Subs or stockholders of Nathan's, as the case may be,
duly  convened  therefor  or  at  any adjournment thereof (provided that the
right  to  terminate  this  Agreement  under  this Section 7.1(d) shall not be
available  to any party where the failure to obtain stockholder or shareholder
approval  of  such  party,  as  the case may be, shall have been caused by the
action  or  failure  to  act  of  such  party  in  breach  of this Agreement);
          (e)       by either Miami Subs or Nathan's, if Miami Subs shall have
accepted  an  Miami  Subs Superior Proposal or by Nathan's if the Miami Subs's
Board  of  Directors  recommends  a  Miami  Subs  Superior  Proposal  to  the
shareholders  of  Miami  Subs;
          (f)       by Nathan's, if the Board of Directors of Miami Subs shall
have  withheld,  withdrawn  or  modified  in  a manner adverse to Nathan's its
recommendation  to  its  shareholders  in  favor  of  approving  the  Merger;
          (g)       by Miami Subs, if the Board of Directors of Nathan's shall
have  withheld,  withdrawn  or  modified in a manner adverse to Miami Subs its
recommendation  to  its  stockholders  in  favor  of  approving  the  Merger;
          (h)     by Miami Subs, upon a material breach of any representation,
warranty,  covenant  or  agreement  on  the part of Nathan's set forth in this
Agreement,  or if any representation or warranty of Nathan's shall have become
untrue  in  any  material respect, in either case such that the conditions set
forth  in  Section  6.2(a)  or Section 6.2(b) would not be satisfied as of the
time  of  such  breach or as of the time such representation or warranty shall
have  become  untrue,  provided  that  if  such  inaccuracy  in  Nathan's's
representations  and  warranties  or breach by Nathan's is curable by Nathan's
through  the  exercise  of  its commercially reasonable efforts within fifteen
(15) days of the time such representation or warranty shall have become untrue
or  such  breach,  then Miami Subs may not terminate this Agreement under this
Section  7.1(h)  during such fifteen-day period provided Nathan's continues to
exercise  such  commercially  reasonable  efforts;
          (i)       by Nathan's, upon a material breach of any representation,
warranty,  covenant  or  agreement on the part of Miami Subs set forth in this
Agreement,  or  if  any  representation  or  warranty of Miami Subs shall have
become untrue in any material respect, in either case such that the conditions
set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied as of the
time  of  such  breach or as of the time such representation or warranty shall
have  become  untrue,  provided, that if such inaccuracy in the Miami Subs's
representations  and  warranties  or  breach by Miami Subs is curable by Miami
Subs  through  the  exercise  of  its  commercially  reasonable efforts within
fifteen  (15)  days  of  the  time  such representation or warranty shall have
become  untrue  or such breach, then Nathan's may not terminate this Agreement
under  this  Section 7.1(i) during such fifteen-day period provided Miami Subs
continues  to  exercise  such  commercially  reasonable  efforts;
          (j)     by either Miami Subs or Nathan's if the conditions set forth
 in  Sections  6.2(f)  or  6.3(f),  respectively,  are  not  satisfied;
          (k)         by Miami Subs, if there shall have occurred any Material
Adverse  Effect  with respect to Nathan's since the date of this Agreement; or
          (l)          by  Nathan's, if there shall have occurred any Material
Adverse  Effect  with  respect to Miami Subs since the date of this Agreement.
     7.2.          Notice  of  Termination;  Effect  of  Termination.
          (a)     Subject to Section 7.2(b), any termination of this Agreement
under  Section  7.1  above  will be effective immediately upon the delivery of
written  notice  of  the terminating party to the other parties hereto. In the
event  of  the  termination of this Agreement as provided in Section 7.1, this
Agreement  shall  be of no further force or effect, except (i) as set forth in
this  Section  7.2,  Section  7.3 and Article 8 (miscellaneous), each of which
shall survive the termination of this Agreement, and (ii) nothing herein shall
relieve  any  party  from  liability for any willful breach of this Agreement.
          (b)      Any termination of this Agreement by Miami Subs pursuant to
Section  7.1(e)  hereof  shall  be  of no force or effect unless prior to such
termination  Miami  Subs  shall  have  paid  to  Nathan's  any amounts payable
pursuant  to  Section  7.3(b).
     7.3.          Fees  and  Expenses.
          (a)          Except  as  set forth in this Section 7.3, all fees and
expenses  incurred  in  connection  with  this  Agreement and the transactions
contemplated  hereby  shall  be  paid  by  the  party incurring such expenses,
whether or not the Merger is consummated; provided, however, that Nathan's
and  Miami  Subs  shall  share  equally  all  fees  and  expenses,  other than
reasonable  attorneys' and accountants fees and expenses, incurred in relation
to  the  printing and filing of the Proxy Statement (including any preliminary
materials related thereto) and the Registration Statement (including financial
statements  and  exhibits)  and  any  amendments  or  supplements  thereto.
          (b)        Miami Subs shall immediately make payment to Nathan's (by
wire transfer or certified or cashiers check) of (x) $500,000 (i) in the event
this  Agreement  is  terminated  by Miami Subs or Nathan's pursuant to Section
7.1(e)  hereof  or  (ii) in the event this Agreement is terminated by Nathan's
pursuant to Section 7.1(f) hereof; or (y) $250,000 in the event this Agreement
is  terminated  by  Nathan's  pursuant  to  Section  7.1(i)  hereof.
          (c)        Nathan's shall immediately make payment to Miami Subs (by
wire  transfer  or  certified or cashiers' check) of (x) $250,000 in the event
this  Agreement is terminated by Miami Subs pursuant to Section 7.1(g); or (y)
$125,000  in  the event this Agreement is terminated by Miami Subs pursuant to
Section  7.1(h).
     7.4.       Amendment.  Subject to applicable law, this Agreement may be
amended  by  the  parties  hereto at any time by execution of an instrument in
writing  signed  on  behalf  of  each  of  the  parties  hereto.
     7.5.        Extension; Waiver.  At any time prior to the Effective Time
any  party  hereto may, to the extent legally allowed, (i) extend the time for
the  performance  of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties made
to  such  party  contained herein or in any document delivered pursuant hereto
and  (iii)  waive  compliance with any of the agreements or conditions for the
benefit  of such party contained herein.  Any agreement on the part of a party
hereto  to any such extension or waiver shall be valid only if set forth in an
instrument  in  writing  signed  on  behalf  of  such  party.
                                 ARTICLE VIII
                              GENERAL PROVISIONS
     8.1.          Non-Survival  of  Representations  and  Warranties.   The
representations,  warranties, and covenants of Miami Subs, Nathan's and Merger
Sub  contained  in  this  Agreement shall terminate at the Effective Time, and
only  the  covenants  that  by  their  terms  survive the Effective Time shall
survive  the  Effective  Time.
     8.2.     Notices.  All notices and other communications hereunder shall
be  in  writing  and  shall  be  deemed  given  if  delivered personally or by
commercial  delivery  service, or sent via telecopy (receipt confirmed) to the
parties  at  the  following  addresses  or  telecopy numbers (or at such other
address or telecopy numbers for a party as shall be specified by like notice):
          (a)          if  to  Nathan's  or  Merger  Sub,  to:
Nathan's  Famous,  Inc.
1400  Old  Country  Road
Westbury,  New  York  11590
Attention:  Wayne  Norbitz,  President
Telephone  No.:  (516)  338-8500
Telecopy  No.:      (516)  338-  7220
with  a  copy  to:
Blau,  Kramer,  Wactlar  &  Lieberman,  P.C.
100  Jericho  Quadrangle
Jericho,  New  York  11753
Attention:  Nancy  D.  Lieberman,  Esq.
Telephone  No.:  (516)  822-4820
Telecopy  No.:      (516)  822-4824
          (b)          if  to  Miami  Subs,  to:
Miami  Subs  Corporation
6300  N.W.  31st  Avenue
Fort  Lauderdale,  Florida  33309
Attention:  Donald  Perlyn,  President
Telephone  No.:  (954)  973-0000
Telecopy  No.:          (954)  973-7616
with  a  copy  to:
Greenberg  Traurig
1221  Brickell  Avenue
Miami,  Florida  33131
Attention:  Harold  E.  Berritt,  Esq.
Telephone  No.:  (305)  579-0876
Telecopy  No.:          (305)  579-0717
     8.3.          Interpretation;  Knowledge.
          (a)     When a reference is made in this Agreement to Exhibits, such
reference shall be to an Exhibit to this Agreement unless otherwise indicated.
 The  words "include," "includes" and "including" when used herein shall
be  deemed  in  each case to be followed by the words "without limitation." 
The  table  of  contents  and  headings  contained  in  this Agreement are for
reference  purposes  only  and  shall  not  affect  in  any way the meaning or
interpretation  of  this  Agreement.    When reference is made herein to "the
business  of"  an  entity,  such  reference  shall  be  deemed to include the
business of all direct and indirect subsidiaries of such entity.  Reference to
the  subsidiaries  of  an  entity  shall  be  deemed to include all direct and
indirect  subsidiaries  of  such  entity.
          (b)      For purposes of this Agreement, the term "knowledge" means,
with  respect  to any matter in question, that the executive officers of Miami
Subs  or  Nathan's,  as the case may be, have actual knowledge of such matter.
     8.4.       Counterparts.  This Agreement may be executed in one or more
counterparts,  all of which shall be considered one and the same agreement and
shall  become effective when one or more counterparts have been signed by each
of  the parties and delivered to the other party, it being understood that all
parties  need  not  sign  the  same  counterpart.
     8.5.          Entire  Agreement.   This Agreement and the documents and
instruments  and  other agreements among the parties hereto as contemplated by
or  referred  to  herein,  including the Miami Subs Schedules and the Nathan's
Schedules  (a)  constitute the entire agreement among the parties with respect
to  the  subject  matter  hereof  and  supersede  all  prior  agreements  and
understandings,  both  written and oral, among the parties with respect to the
subject  matter  hereof;  and  (b)  are  not intended to confer upon any other
person  any  rights  or  remedies  hereunder,  except  as  set  forth  herein.
     8.6.          Severability.    In  the event that any provision of this
Agreement  or  the  application  thereof, becomes or is declared by a court of
competent  jurisdiction to be illegal, void or unenforceable, the remainder of
this  Agreement  will continue in full force and effect and the application of
such  provision  to  other  persons or circumstances will be interpreted so as
reasonably  to  effect  the intent of the parties hereto.  The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.
     8.7.         Other Remedies; Specific Performance.  Except as otherwise
provided  herein, any and all remedies herein expressly conferred upon a party
will be deemed cumulative with and not exclusive of any other remedy conferred
hereby,  or  by  law or equity upon such party, and the exercise by a party of
any  one  remedy  will  not  preclude  the  exercise of any other remedy.  The
parties hereto agree that irreparable damage would occur in the event that any
of  the  provisions  of  this  Agreement were not performed in accordance with
their  specific  terms  or  were otherwise breached.  It is accordingly agreed
that  the parties shall be entitled to an injunction or injunctions to prevent
breaches  of  this  Agreement  and  to  enforce  specifically  the  terms  and
provisions  hereof  in  any  court  of  the  United States or any state having
jurisdiction,  this  being  in  addition to any other remedy to which they are
entitled  at  law  or  in  equity.
     8.8.          Governing  Law.   This Agreement shall be governed by and
construed  in accordance with the laws of the State of Delaware, regardless of
the  laws that might otherwise govern under applicable principles of conflicts
of  law  thereof.    Each  of  the  parties hereto irrevocably consents to the
exclusive  jurisdiction  of  any  state  or  federal court within the State of
Florida,  in  connection  with  any  matter  based upon or arising out of this
Agreement  or  the  matters  contemplated  herein,  agrees that process may be
served  upon them in any manner authorized by the laws of the State of Florida
for such persons and waives and covenants not to assert or plead any objection
which  they  might  otherwise  have  to  such  jurisdiction  and such process.
     8.9.         Rules of Construction.  The parties hereto agree that they
have  been represented by counsel during the negotiation and execution of this
Agreement  and,  therefore,  waive  the  application  of  any law, regulation,
holding  or rule of construction providing that ambiguities in an agreement or
other  document will be construed against the party drafting such agreement or
document.
     8.10.     Assignment.  No party may assign either this Agreement or any
of  its  rights, interests, or obligations hereunder without the prior written
approval  of  the  other  parties.

                          [SIGNATURE PAGE TO FOLLOW]

     IN WITNESS WHEREOF, Nathan's, Merger Sub, and Miami Subs have caused this
Agreement to be signed by their duly authorized respective officers, all as of
the  date  first  written  above.
NATHAN'S  FAMOUS,  INC.

By:  _________________________________
Name:
Title:
MIAMI  SUBS  CORPORATION

By:  _________________________________
Name:
Title:
MIAMI  ACQUISITION  CORP.

By:  __________________________________
Name:
Title:

                                                                     Exhibit A
                              WARRANT AGREEMENT

          WARRANT  AGREEMENT,  dated as of this ___th day of __________, 1999,
by  and  between  ______________,  a  Delaware corporation (the "Company") and
American  Stock  Transfer  &  Trust  Company,  as  warrant agent (the "Warrant
Agent").
                            W I T N E S S E T H
          WHEREAS,  in  connection  with  the merger of Miami Subs Corporation
("Miami  Subs")  with  a  wholly-owned  subsidiary of the Company, the Company
proposes  to  make  a public offering (the "Public Offering") of shares of its
Common  Stock  (as  defined  in  Section  I  hereof) and common stock purchase
warrants (the "Warrants") of the Company, each Warrant exercisable to purchase
one  share  of  Common  Stock;  and
          WHEREAS, in relation to the Public Offering, the Company has filed a
Registration  Statement  on Form S-4 (Registration Statement No. 333-________)
(as amended or supplemented, the "Registration Statement") with the Securities
and  Exchange  Commission  ("SEC");  and
          WHEREAS,  the  Company desires the Warrant Agent to act on behalf of
the  Company,  and  the Warrant Agent is willing so to act, in connection with
the  issuance,  registration,  transfer,  and  exchange  of  the Warrants, the
issuance  of  certificates  representing  the  Warrants  (each  a  "Warrant
Certificate"),  the exercise of the Warrants, and the rights of the registered
holders  thereof;
          NOW,  THEREFORE,  in  consideration  of  the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions  of the Warrants and the certificates representing the Warrants and
the  respective  rights  and  obligations  thereunder  of  the Company and the
Warrant  Agent,  the  parties  hereto  hereby  agree  as  follows:
          SECTION 1.  Definitions. As used herein, the following terms shall
have  the  following  meanings,  unless  the  context shall otherwise require:
          (a)        "Common Stock" shall mean the Company's common stock, par
value  $.01  per  share.
          (b)          "Company"  shall  have  the  meaning  set  forth in the
introductory  paragraph.
          (c)          "Corporate Office" shall mean the office of the Warrant
Agent  (or  its  successor)  at  which  at  any  particular time its principal
business shall be administered, which office is located at 40 Wall Street, New
York,  New  York  10005  as  of  the  date  hereof.
          (d)         "Exchange Act" shall mean the Securities Exchange Act of
1934,  as  amended.
          (e)       "Exercise Date" shall mean, as to any Warrant, the date on
which  the  Warrant Agent shall have received both (i) the Warrant Certificate
representing such Warrant, with the exercise form thereon duly executed by the
Registered  Holder  thereof,  or his attorney duly authorized in writing, with
the appropriate signature guarantees, as described in the Warrant Certificate,
and  (ii) payment in cash, or by official bank or certified check made payable
to  the  Company, of an amount in lawful money of the United States of America
equal  to  the  Exercise  Price  plus  transfer  taxes,  if  any.
          (f)        "Exercise Price" shall mean the purchase price to be paid
upon  exercise  of  a Warrant in accordance with the terms hereof, which price
shall  be $6.00 per share of Common Stock.  Until the Warrant Expiration Date,
subject  to  (i)  adjustment  from  time to time pursuant to the provisions of
Section  8  hereof, and (ii) the Company's right to reduce the Exercise Price,
upon  written  notice to all Registered Holders, for a period of not less than
30  days.
          (g)     "Nasdaq National Market" shall have the meaning set forth in
Section  8(f)  hereof.
          (h)         "Notice Event" shall mean any consolidation or merger to
which the Company is a party and for which approval of any stockholders of the
Company  is  required,  or of the conveyance or transfer of the properties and
assets of the Company substantially as an entirety, or of any reclassification
or change of Common Stock issuable upon exercise of the Warrants (other than a
change  in par value, or from par value to no par value, or from no  par value
to  par  value,  or  as a result of a subdivision or combination), or a tender
offer  or  exchange  offer  for  shares  of  Common  Stock.
          (i)          "Prospectus" shall mean the prospectus contained in the
Registration  Statement,  as  such  prospectus is amended or supplemented from
time  to  time.
          (j)        "Public Offering" shall have the meaning set forth in the
Recitals.
          (k)      "Registered Holder" shall mean the person in whose name any
certificate  representing Warrants shall be registered on the books maintained
by  the  Warrant  Agent  pursuant  to  Section  6  hereof.
          (l)          "SEC" shall have the meaning set forth in the Recitals.
          (m)        "SEC Reports" shall have the meaning set forth in Section
5(g)  hereof.
          (n)     "Registration Statement" shall have the meaning set forth in
the  Recitals.
          (o)      "Time of Determination" shall have the meaning set forth in
Section  9  hereof.
          (p)      "Transfer Agent" shall mean American Stock Transfer & Trust
Company,  as  the  Company's  transfer  agent, or its authorized successor, as
such.
          (q)          "Warrant Agent" shall have the meaning set forth in the
introductory  paragraph.
          (r)        "Warrant Certificate" shall have the meaning set forth in
the  Recitals.
          (s)         "Warrant Expiration Date" shall mean 5:00 p.m. (New York
City  time)  on ________  ___, 2002 (or as may be extended pursuant to Section
5(d)),  provided that, if in New York City, such date (or extended date) shall
be  a  holiday or a day on which banks are authorized to close, then 5:00 p.m.
(New York City time) on the next following day which in New York City is not a
holiday  or  a  day  on  which  banks  are  authorized  to  close.
          (t)     "Warrants" shall have the meaning set forth in the Recitals.
          SECTION  2.    Warrants  and  Issuance  of  Warrant  Certificates.
          (a)       Each Warrant Exercisable for One Share.  A Warrant shall
initially  entitle  the  Registered  Holder  of  the  Warrant  Certificate
representing  such  Warrant  to  purchase  one  share of Common Stock upon the
exercise thereof, in accordance with the terms hereof, subject to modification
and  adjustment  as  provided  in  Section  8  hereof.
          (b)          593,750 Shares.  From time to time, up to the Warrant
Expiration  Date,  the  Transfer  Agent  shall  execute  and  deliver  stock
certificates  in  required  whole  number  denominations representing up to an
aggregate  of  593,750  shares  of  Common  Stock,  subject  to  adjustment as
described  herein,  upon  the  exercise  of  Warrants  in accordance with this
Agreement.
          (c)          Warrant  Certificates.   From time to time, up to the
Warrant  Expiration  Date, the Warrant Agent shall execute and deliver Warrant
Certificates  in  required  whole number denominations to the persons entitled
thereto  in  connection  with  any  transfer  or exchange permitted under this
Agreement;  provided  that  no Warrant Certificates shall be issued except (i)
those initially issued hereunder, (ii) those issued upon the exercise of fewer
than  all  Warrants  represented  by  any Warrant Certificate, to evidence any
unexercised  Warrants  held  by  the exercising Registered Holder, (iii) those
issued  upon any transfer or exchange pursuant to Section 6 hereof, (iv) those
issued  in  replacement  of  lost,  stolen,  destroyed  or  mutilated  Warrant
Certificates  pursuant  to  Section  7  hereof  and,  (v) at the option of the
Company, in such form as may be approved by its Board of Directors, to reflect
(A)  any adjustment or change in the Exercise Price or the number of shares of
Common  Stock  purchasable  upon  exercise  of  the  Warrants made pursuant to
Section  8  hereof  and  (B)  any  other  modifications approved by Registered
Holders  in  accordance  with  Section  15  hereof.
          SECTION  3.    Form  and  Execution  of  Warrant  Certificates.
          (a)      Form.  The Warrant Certificates shall be substantially in
the  form  annexed  hereto  as Exhibit A (the provisions of which are hereby
incorporated  herein)  and  may  have  such letters, numbers or other marks of
identification  or  designation  and  such  legends, summaries or endorsements
printed,  lithographed,  engraved  or  typed  thereon  as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
as  may  be  required to comply with any law, with any rule or regulation made
pursuant  thereto,  or  with  any  rule or regulation of any stock exchange or
securities  association  on which or through which the Warrants may be listed,
or  to  conform  to usage. The Warrant Certificates shall be dated the date of
issuance thereof (whether upon initial issuance, transfer, exchange or in lieu
of  mutilated,  lost, stolen, or destroyed Warrant Certificates) and issued in
registered  form.  Warrants  shall  be  numbered serially with the letter "W."
          (b)          Execution.  Warrant Certificates shall be executed on
behalf of the Company by the Company's Chairman of the Board, President or any
Vice  President and by its Treasurer, an Assistant Treasurer, its Secretary or
an  Assistant  Secretary,  by  manual  signatures  or  by facsimile signatures
printed  thereon,  shall  have  imprinted thereon a facsimile of the Company's
seal  and  shall  be  countersigned  by an authorized signatory of the Warrant
Agent.  In  case  any officer of the Company who shall have signed any of such
Warrant  Certificates shall cease to be such officer of the Company before the
date  of  issuance of the Warrant Certificates and issue and delivery thereof,
such  Warrant  Certificates  may nevertheless be issued and delivered with the
same  force  and  effect  as  though  the  person  who  signed  such  Warrant
Certificates had not ceased to be such officer of the Company. After execution
by the Company and countersignature by the Warrant Agent, Warrant Certificates
shall  be  delivered  by  the  Warrant  Agent  to  the  Registered  Holders.
          SECTION  4.    Exercise.
          (a)        Time of Exercise.  Each Warrant may be exercised by the
Registered  Holder  thereof at any time after the date hereof and on or before
the  Warrant Expiration Date, upon the terms and subject to the conditions set
forth  herein  and  in  the applicable Warrant Certificate. A Warrant shall be
deemed  to  have  been exercised immediately prior to the close of business on
the  Exercise  Date,  and  the person entitled to receive the shares of Common
Stock  and  any  unexercised  Warrants deliverable upon such exercise shall be
treated for all purposes as the holder of such shares of Common Stock and such
unexercised  Warrants  upon  such  exercise as of the close of business on the
Exercise  Date.  As  soon  as  practicable  on or after the Exercise Date, the
Warrant  Agent  shall  deposit  the  proceeds  received from the exercise of a
Warrant into an account of the Company as designated in writing by the Company
or  as  the  Company  may  otherwise  direct  in  writing.
          (b)      Receipt of Payment and Issuance.  The Warrant Agent shall
promptly  after clearance of checks received in payment of the Exercise Price,
direct  the  Transfer  Agent  to  issue  and  deliver to the person or persons
entitled  to  receive  the  same,  a stock certificate or certificates for the
shares  of  Common  Stock deliverable upon such exercise and the Warrant Agent
shall  issue  and  deliver a Warrant Certificate for any remaining unexercised
Warrants.    Upon  the  exercise  of  any  Warrant  and clearance of the funds
received therefor, the Warrant Agent shall promptly remit the payment received
for  the  Warrants  to  the  Company  or as the Company may direct in writing.
          SECTION 5.  Reservation of Shares; Listing; Payment of Taxes; etc.
          (a)       Issuance and Sale of Shares.  The Company covenants that
it  will at all times reserve and keep available, free from preemptive rights,
out  of  its  authorized Common Stock, solely for the purpose of issuance upon
exercise  of  Warrants, such number of shares of Common Stock as shall then be
issuable  upon the exercise of all outstanding Warrants. The Company covenants
that  all  shares  of Common Stock that shall be issuable upon exercise of the
Warrants  shall,  at  the  time of delivery, be duly and validly issued, fully
paid, nonassessable and free from all taxes, liens and charges with respect to
the  issue  or  sale  thereof.
          The  Transfer  Agent  for  the  Common  Stock  will  be  irrevocably
authorized  and  directed  at  all  times to reserve such number of authorized
shares as shall be required for such purpose.  The Company will keep a copy of
this  Agreement  on file with the Transfer Agent.  The Warrant Agent is hereby
irrevocably  authorized  to  requisition  from time to time from such Transfer
Agent  the  stock  certificates  required  to  honor outstanding Warrants upon
exercise  thereof in accordance with the terms of this Agreement.  The Company
will  supply  such  Transfer  Agent  with  duly executed certificates for such
purposes  and  will  provide or otherwise make available any cash which may be
payable as provided in Section 9.  The Company will furnish the Transfer Agent
a  copy  of  all  notices  of  adjustments  and  certificates related thereto,
transmitted  to  each  Registered  Holder  pursuant  to  Section  8(p) hereof.
          Before taking any action which would cause an adjustment pursuant to
Section 8 hereof that would reduce the Exercise Price below the then par value
(if  any)  of  the shares of Common Stock, the Company will take any corporate
action  which  may,  in the opinion of its counsel, be necessary in order that
the  Company may validly and legally issue fully paid and nonassessable shares
of  Common  Stock  at  the  Exercise  Price  as  so  adjusted.
          (b)       Registration Statement.  Registered Holders will be able
to  exercise  their  Warrants  only  if  (i)(A)  the Registration Statement or
another  registration statement relating to the sale of shares of Common Stock
underlying  such  Warrants  is  then in effect, or (B) the sale of such shares
upon exercise of such Warrants is exempt from the registration requirements of
the Securities Act of 1933, as amended, and (ii) such shares are qualified for
sale  or  exempt  from qualification under applicable laws of the states where
the  Registered  Holders  reside.    The  Company  covenants  to  maintain the
Registration  Statement  or  another  registration  statement in effect at all
times  with  respect  to  the  sale  of shares of Common Stock underlying such
Warrants  until  the  Warrant  Expiration Date.  The Company also covenants to
maintain at all times all necessary or desirable state "blue sky" filings with
respect  to  the sale of shares of Common Stock underlying such Warrants until
the  Warrant  Expiration  Date.
          (c)     Stamp Taxes.  The Company shall pay all documentary, stamp
or  similar  taxes  and  other  governmental  charges that may be imposed with
respect to the issuance of Warrants, or the issuance or delivery of any shares
of  Common  Stock  upon  exercise  of the Warrants; provided, however, that if
shares  of  Common  Stock are to be delivered in a name other than the name of
the  Registered Holder of the Warrant Certificate, then no such delivery shall
be  made  unless  the person requesting the same has paid to the Warrant Agent
the  amount  of  transfer  taxes  or  charges  incident  thereto,  if  any.
          (d)         Listings.  The Company will from time to time take all
action  which  may be reasonably necessary so that the Warrants and the shares
of  Common  Stock issuable upon the exercise of the Warrants will be listed on
the principal securities exchanges and markets (including, without limitation,
the  Nasdaq  National  Market) within the United States of America, if any, on
which  any  of  the  Company's  shares  of  Common  Stock  are  then  listed.
          (e)          SEC  Reports.   So long as any of the Warrants remain
outstanding,  the  Company  shall  cause  copies  of  all quarterly and annual
financial  reports  and  of  the information, documents, and other reports (or
copies  of  such  portions of any of the foregoing as the SEC may by rules and
regulations  prescribe)  which  the  Company  is required to file with the SEC
pursuant  to  Section  13  or  15(d) of the Exchange Act ("SEC Reports") to be
filed  with  the  Warrant  Agent and mailed to the Registered Holders at their
addresses  appearing  in  the register of the Registered Holders maintained by
the Warrant Agent, in each case, within 15 days after filing with the SEC.  If
the  Company  is not subject to the requirements of Section 13 or 15(d) of the
Exchange  Act,  the  Company shall nevertheless continue to cause SEC Reports,
comparable  to those which it would be required to file pursuant to Section 13
or  15(d) of the Exchange Act if it were subject to the requirements of either
such  section,  to  be so filed with the SEC (but only if the SEC permits such
filings)  and  with the Warrant Agent and mailed to the Registered Holders, in
each case, within the same time periods as would have applied (including under
the  preceding  sentence)  had the Company been subject to the requirements of
Section  13  or  15(d)  of  the  Exchange  Act.  The Company shall provide the
Warrant  Agent with a sufficient number of copies of all SEC Reports to enable
the  Warrant  Agent to deliver to each Registered Holder at least one copy and
to each nominee Registered Holder at least one copy for each beneficial holder
for  whom  such  nominee  Registered  Holder  holds  Warrants.
          SECTION  6.    Exchange  and  Registration  of  Transfer.
          Subject  to  the restrictions on transfer contained herein or in the
Warrant  Certificates:
          (a)        Exchange of Warrant Certificates.  Warrant Certificates
may  be  exchanged  for  other  Warrant  Certificates  representing  an  equal
aggregate  number  of  Warrants  or  may  be  transferred in whole or in part.
Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent
at  its  Corporate  Office,  and upon satisfaction of the terms and provisions
herein,  the  Company  shall execute, and the Warrant Agent shall countersign,
issue  and  deliver  in  exchange  therefor,  the  Warrant  Certificate  or
Certificates  that the Registered Holder making the exchange shall be entitled
to  receive.
          (b)       Warrant Register.  The Warrant Agent shall keep books at
its  office,  in  which  it  shall register Warrant Certificates and transfers
thereof  in  accordance  with  its  regular practice. Upon due presentment for
registration of transfer of any Warrant Certificate at its office, the Company
shall  execute and the Warrant Agent shall issue and deliver to the transferee
or transferees a new Warrant Certificate or Certificates representing an equal
aggregate  number  of  Warrants.
          (c)       Exercise Form.  With respect to all Warrant Certificates
presented  for  registration  of  transfer,  or  for exchange or exercise, the
exercise  form  attached thereto must be duly endorsed, or be accompanied by a
written  instrument  or  instruments  of  transfer  and  exercise  in  form
satisfactory  to  the Warrant Agent, duly executed by the Registered Holder or
his  attorney-in-fact  duly  authorized  in  writing.
          (d)        Service Charge.  A service charge may be imposed by the
Warrant  Agent  upon the Registered Holder for any exchange or registration of
transfer  of  Warrant Certificates. The Warrant Agent may require payment by a
Registered  Holder  of a sum sufficient to cover any tax or other governmental
charge  that  may  be  imposed  in  connection  therewith.
          (e)     Registered Holder Treated as Absolute Owner.  Prior to due
presentment  for registration of transfer thereof, the Company and the Warrant
Agent  may  deem and treat the Registered Holder of any Warrant Certificate as
the  absolute  owner  thereof  and of each Warrant represented thereby for all
purposes  and  shall  not  be  affected  by  any  notice  to  the  contrary.
          SECTION  7.    Loss or Mutilation. Upon receipt by the Company and
the  Warrant Agent of evidence satisfactory to them of the ownership and loss,
theft,  destruction  or  mutilation of any Warrant Certificate and, in case of
loss, theft or destruction, of indemnity satisfactory to them, and in the case
of  mutilation,  upon  surrender  and  cancellation thereof, in the absence of
notice that the Warrant Certificate has been acquired by a bona fide purchaser
the  Company shall execute and the Warrant Agent shall countersign and deliver
to  the  Registered  Holder  in lieu thereof a new Warrant Certificate of like
tenor  representing  an equal aggregate number of Warrants. Registered Holders
requesting  a  substitute  Warrant Certificate will be required to comply with
such other reasonable regulations and pay such other reasonable charges as the
Warrant  Agent  may  prescribe.
          SECTION 8.     Adjustment of Exercise Price and Number of Shares of
Common  Stock.    The  number  of shares of Common Stock purchasable upon the
exercise of the Warrants and the Exercise Price shall be subject to adjustment
from  time  to  time  as  follows:
          (a)     Stock Splits, Combinations, etc. In case the Company shall
hereafter  (i)  pay  a  dividend or make a distribution on its Common Stock in
shares  of  its  capital  stock  (whether shares of Common Stock or of capital
stock  of  any  other  class), (ii) subdivide its outstanding shares of Common
Stock,  (iii)  combine  its  outstanding shares of Common Stock into a smaller
number  of  shares,  or (iv) issue by reclassification of its shares of Common
Stock any shares of capital stock of the Company, the Exercise Price in effect
and  the  number  of  shares  of  Common  Stock issuable upon exercise of each
Warrant  immediately  prior  to  such  action  shall  be  adjusted so that the
Registered  Holder  of  any  Warrant thereafter exercised shall be entitled to
receive  the  number  of  shares  of  capital stock of the Company at the same
aggregate  Exercise  Price  that  such  Registered  Holder  would  have  owned
immediately  following such action had such Warrant been exercised immediately
prior  thereto.    An  adjustment made pursuant to this paragraph shall become
effective  immediately  after  the  record  date in the case of a dividend and
shall  become  effective immediately after the effective date in the case of a
subdivision,  combination  or  reclassification.    If,  as  a  result  of  an
adjustment  made  pursuant  to  this  paragraph,  the Registered Holder of any
Warrant thereafter exercised shall become entitled to receive shares of two or
more  classes  of  capital stock of the Company, the Board of Directors of the
Company  (whose  determination  shall  be  conclusive)  shall  determine  the
allocation  of  the  adjusted  Exercise  Price between or among shares of such
classes  of  capital  stock.
          (b)       Reclassification, Combinations, Mergers, etc. In case of
any  reclassification or change of outstanding shares of Common Stock issuable
upon  exercise of the Warrants (other than as set forth in paragraph (a) above
and  other  than  a change in par value, or from par value to no par value, or
from  no  par  value  to  par  value  or  as  a  result  of  a  subdivision or
combination), or in case of any consolidation or merger of the Company with or
into  another  corporation or entity (other than a merger in which the Company
is  the  continuing  corporation  and  which  does  not  result  in  any
reclassification  or  change of the then outstanding shares of Common Stock or
other capital stock issuable upon exercise of the Warrants), or in the case of
any  sale  or  conveyance  of  all  or  substantially all of the assets of the
Company  followed  by  a  related  distribution to holders of shares of Common
Stock  of  cash,  securities  or  other  property, then as a condition of such
reclassification,  change,  consolidation,  merger,  or  sale  of  assets, the
Company  or  such a successor corporation or entity, as the case may be, shall
forthwith  make lawful and adequate provision whereby the Registered Holder of
each  Warrant  then  outstanding shall have the right thereafter to receive on
exercise  of  such  Warrant  the  kind and amount of shares of stock and other
securities  and  property  receivable  upon  such  reclassification,  change,
consolidation,  merger, or sale of assets, by a holder of the number of shares
of  Common  Stock  issuable upon exercise of such Warrant immediately prior to
such  reclassification,  change, consolidation, merger, or sale of assets, and
enter  into  a  supplemental  warrant agreement so providing.  Such provisions
shall  include provision for adjustments that shall be as nearly equivalent as
may  be practicable to the adjustments provided for in this Section 8.  If the
issuer  of  securities  deliverable  upon  exercise  of the Warrants under the
supplemental  warrant  agreement  is  an  affiliate of the formed or surviving
corporation  or  other  entity,  that  issuer  shall  join in the supplemental
warrant agreement.  The above provisions of this paragraph (b) shall similarly
apply  to  successive  reclassifications and changes of shares of Common Stock
and  to  successive  consolidations  or  mergers.
          (c)     Change in Number of Warrants.  The Company may elect, upon
any  adjustment  of  the  Exercise  Price  hereunder,  to adjust the number of
Warrants  outstanding,  in  lieu  of the adjustment in the number of shares of
Common  Stock  purchasable  upon  the  exercise of each Warrant as hereinabove
provided,  so  that  each  Warrant  outstanding  after  such  adjustment shall
represent  the  right to purchase one share of Common Stock. Each Warrant held
of record prior to such adjustment of the number of Warrants shall become that
number of Warrants (calculated to the nearest tenth) determined by multiplying
the  number  one  by  a fraction, the numerator of which shall be the Exercise
Price  in  effect  immediately prior to such adjustment and the denominator of
which shall be the Exercise Price in effect immediately after such adjustment.
Upon each adjustment of the number of Warrants pursuant to this Section 8, the
Company  shall,  as  promptly  as practicable, cause to be distributed to each
Registered  Holder  of  Warrant  Certificates, on the date of such adjustment,
Warrant  Certificates  evidencing,  subject to Section 9 hereof, the number of
additional  Warrants  to  which  such Registered Holder shall be entitled as a
result  of  such  adjustment  or,  at  the  option of the Company, cause to be
distributed  to such Registered Holder in substitution and replacement for the
Warrant  Certificates  held  by  such  Registered  Holder prior to the date of
adjustment  (and  upon  surrender  thereof,  if  required  by the Company) new
Warrant  Certificates  evidencing  the  number  of  Warrants  to  which  such
Registered  Holder  shall  be  entitled  after  such  adjustment.
          (d)         Deferral of Certain Adjustments.  No adjustment to the
Exercise  Price  (including  the related adjustment to the number of shares of
Common  Stock purchasable upon the exercise of each Warrant) shall be required
hereunder  unless  such  adjustment,  together  with other adjustments carried
forward as provided below, would result in an increase or decrease of at least
one  percent  of  the  Exercise  Price; provided that any adjustments which by
reason  of  this  paragraph  (i)  are not required to be made shall be carried
forward  and  taken  into account in any subsequent adjustment.  No adjustment
need  to  be  made  for  a  change  in the par value of the Common Stock.  All
calculations  under this Section 8 shall be made to the nearest 1/1,000 of one
cent  or  to  the  nearest  1/1000  of  a  share,  as  the  case  may  be.
          (e)        Other Adjustments.  In the event that at any time, as a
result  of  an  adjustment  made  pursuant  to  this Section 8, the Registered
Holders  shall  become entitled to receive any securities of the Company other
than shares of Common Stock, thereafter the number of such other securities so
receivable  upon exercise of the Warrants and the Exercise Price applicable to
such exercise shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect to
the  shares  of  Common  Stock  contained  in  this  Section  8.
          (f)     Common Stock.  As used in this Section 8, the term "Common
Stock"  shall  mean and include the Common Stock authorized on the date of the
original  issue  of the shares of Common Stock and Warrants in connection with
the  Public  Offering and shall also include any capital stock of any class of
the  Company  thereafter  authorized  that  is  not  limited to a fixed sum or
percentage  in  respect of the rights of the holders thereof to participate in
dividends  and  in  the distribution of assets upon the voluntary liquidation,
dissolution  or  winding  up  of  the  Company.
          (g)       Notice of Change in Exercise Price.  Upon any adjustment
of  the  Exercise  Price  pursuant  to  Section  8, the Company shall promptly
thereafter  (i)  cause to be prepared a certificate of the President and Chief
Financial  Officer  of the Company setting forth the Exercise Price after such
adjustment  and  setting  forth in reasonable detail the method of calculation
and  the  facts  upon  which such calculations are based and setting forth the
number  of  shares  of  Common  Stock (or portion thereof) issuable after such
adjustment in the Exercise Price upon exercise of a Warrant and payment of the
adjusted Exercise Price, which certificate shall be conclusive evidence of the
correctness  of  the matters set forth therein absent manifest error, provided
that if the Warrant Agent reasonably requests, the Company shall engage a firm
of independent public accountants of recognized standing selected by the Board
of  Directors  of the Company (who may be the regular auditors of the Company)
to  prepare  and  file  such  certificate  in  lieu  of the certificate of the
President and Chief Financial Officer, in which case such certificate shall be
conclusive  evidence  of  the matters set forth therein absent manifest error,
and  (ii) deliver the Warrant Agent at its Corporate Office and to each of the
Registered Holders of the Warrant Certificates at the address appearing on the
registry  books  maintained  by  the  Warrant  Agent  written  notice  of such
adjustments  by first-class mail, postage prepaid.  The Warrant Agent shall be
entitled  to  rely  on  the above-referenced certificate and shall be under no
duty or responsibility with respect to any such certificate, except to exhibit
the  same  from  time  to time to any Registered Holder desiring an inspection
thereof  during reasonable business hours.  The Warrant Agent shall not at any
time be under any duty or responsibility to any Registered Holder to determine
whether  any  facts  exist  that  may  require any adjustment of the number of
shares  of Common Stock or other stock or property issuable on exercise of the
Warrants or the Exercise Price, or with respect to the nature or extent of any
such  adjustment  when  made, or with respect to the method employed in making
such adjustment or the validity or value (or the kind or amount) of any shares
of  Common  Stock or other stock or property which may be issuable on exercise
of  the  Warrants.
          (h)          Notice of Certain Events.  With respect to any Notice
Event,  the  Company  shall cause to be filed with the Warrant Agent and shall
cause  to  be  given  to  each  of  the  Registered  Holders  of  the  Warrant
Certificates  at  such  Registered  Holder's address appearing on the registry
books  maintained  by  the  Warrant  Agent,  at  least  20  days  prior to the
applicable  record  date  hereinafter  specified,  or  promptly in the case of
events  for  which  there  is  no  record  date,  by first class mail, postage
prepaid,  a  written  notice  stating  (i) the date as of which the holders of
record of shares of Common Stock entitled to receive any such rights, options,
warrants or distribution is to be determined, (ii) the initial expiration date
set forth in any tender offer or exchange offer for shares of Common Stock, or
(iii)  the date on which any such consolidation, merger, conveyance, transfer,
dissolution,  liquidation  or  winding  up  is expected to become effective or
consummated, and the date as of which it is expected that holders of record of
shares  of  Common  Stock  shall  be  entitled  to  exchange  such  shares for
securities  or other property, if any, deliverable upon such reclassification,
consolidation,  merger,  conveyance,  transfer,  dissolution,  liquidation  or
winding  up.   The failure to give the notice required by this Section 8(h) or
any  defect  therein  shall  not  affect  the  legality  or  validity  of  any
distribution,  right,  option,  warrant,  consolidation,  merger,  conveyance,
transfer,  dissolution,  or  liquidation  or  winding up, or the vote upon any
action, provided that the Registered Holders shall retain any right to damages
from  the  Company  with  respect  to  such  failure.
          SECTION  9.          Fractional  Warrants  and Fractional Shares. 
Regardless  of whether or not the number of shares of Common Stock purchasable
upon  the  exercise  of each Warrant is adjusted pursuant to Section 8 hereof,
the  Company  shall nevertheless not be required to issue or sell fractions of
shares  upon  exercise  of  the  Warrants  or  otherwise,  or  to  distribute
certificates  that evidence fractional shares. With respect to any fraction of
a share called for upon the exercise of any Warrants, the Company shall pay to
the  Registered  Holder an amount in cash equal to such fraction multiplied by
the  "current  market  price"  per  share.    To  the  extent possible, upon a
Registered  Holder's  exercise of more than one Warrant the shares issuable or
transferable shall be aggregated so that the Company shall only be required to
pay  for  the  value  of  one  fractional  share.
          The  "current  market  price"  per share of Common Stock at any date
shall be the average of the daily closing prices for the shorter of (i) the 20
consecutive  trading  days ending on the last full trading day on the exchange
or  market  described  below  prior  to  the Time of Determination (as defined
below)  and  (ii)  the period commencing on the date next succeeding the first
public  announcement  of  the  issuance,  sale,  distribution  or  granting in
question  through  such  last  full  trading  day  prior  to  the  Time  of
Determination.    The term "Time of Determination" as used herein shall be the
time  and date of the earlier to occur of (A) the date as of which the current
market  price  is  to  be  computed  and (B) the last full trading day on such
exchange  or  market  before  the commencement of "ex-dividend" trading in the
Common Stock relating to the event giving rise to the adjustment.  The closing
price  for  any  day  shall be the last reported sale price regular way or, in
case no such reported sale takes place on such day, the average of the closing
bid  and  asked  prices  regular  way  for  such  day, in each case (1) on the
principal national securities exchange on which the shares of Common Stock are
listed  or  to  which such shares are admitted to trading or (2) if the Common
Stock  is not listed or admitted to trading on a national securities exchange,
in  the  over-the-counter  market  as  reported by the National Association of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq National Market")
or  any  comparable  system or (3) if the Common Stock is not listed on Nasdaq
National  Market  or  a  comparable system, as furnished by two members of the
NASD selected from time to time in good faith by the Board of Directors of the
Company  for  that purpose.  In the absence of all of the foregoing, or if for
any reason the current market price per share cannot be determined pursuant to
the  foregoing  provisions of this paragraph (9), the current market price per
share  shall  be  the fair market value thereof as determined in good faith by
the  Board  of  Directors  of  the  Company.
          SECTION  10.    Warrant  Holders  Not  Deemed  Stockholders.  No
Registered  Holder shall, as such, be entitled to vote or to receive dividends
or  be  deemed  the holder of Common Stock that may at any time be issuable or
transferable  upon  exercise  of such Warrants for any purpose whatsoever, nor
shall  anything  contained  herein  be  construed to confer upon the holder of
Warrants,  as  such,  any of the rights of a stockholder of the Company or any
right  to  vote  for the election of directors or upon any matter submitted to
stockholders  at  any  meeting  thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issue or reclassification
of  stock,  change  of  par  value  or  change  of  stock  to  no  par  value,
consolidation,  merger  or  conveyance  or otherwise), or to receive notice of
meetings,  or  to  receive  dividends  or  subscription  rights,  until  such
Registered Holder shall have exercised such Warrants and been issued shares of
Common  Stock  in  accordance  with  the  provisions  hereof.
          SECTION  11.   Rights of Action. All rights of action with respect
to  this  Agreement  are  vested  in  the respective Registered Holders of the
Warrants,  and  any  Registered  Holder  of  a Warrant, without consent of the
Warrant  Agent  or  of the holder of any other Warrant, may, on his or her own
behalf  and for his or her own benefit, enforce against the Company his or her
right  to  exercise the Warrants for the purchase of shares of Common Stock in
the  manner  provided  in  the  Warrant  Certificate  and  this  Agreement.
          SECTION  12.    Agreement  of  Warrant  Holders. Every holder of a
Warrant,  by  his  or  her  acceptance  thereof,  consents and agrees with the
Company,  the  Warrant  Agent  and  every  other  holder  of  a  Warrant that:
          (a)      Transfer of Warrants.  The Warrants are transferable only
on the registry books of the Warrant Agent by the Registered Holder thereof in
person  or  by his attorney-in-fact duly authorized in writing and only if the
Warrant  Certificates representing such Warrants are surrendered at the office
of  the  Warrant Agent, duly endorsed or accompanied by a proper instrument of
transfer  satisfactory  to  the Warrant Agent in its sole discretion, together
with  payment  of  any  applicable  transfer  taxes;  and
          (b)      Registered Holder Treated as Absolute Owner.  The Company
and  the Warrant Agent may deem and treat the person in whose name the Warrant
Certificate  is  registered  as  the  Registered  Holder  thereof  and  as the
absolute,  true  and  lawful owner of the Warrants represented thereby for all
purposes,  and  the Company and the Warrant Agent shall not be affected by any
notice  or  knowledge  to  the  contrary.
          SECTION 13.  Cancellation of Warrant Certificates.  If the Company
shall  acquire  any  Warrants, the Warrant Certificate or Warrant Certificates
evidencing  the same shall thereupon be canceled by the Warrant Agent, and the
Company  shall  retire  such  Warrants.    The Warrant Agent shall also cancel
Warrant  Certificates  surrendered  to the Warrant Agent following exercise of
any  or  all  of  the  Warrants  represented  thereby  or  delivered to it for
transfer,  split-up,  combination  or  exchange.
          SECTION  14.  Concerning the Warrant Agent. The Warrant Agent acts
hereunder  as  agent  and  in  a ministerial capacity for the Company, and its
duties  shall be determined solely by the provisions hereof. The Warrant Agent
shall  not, by issuing and delivering Warrant Certificates or by any other act
hereunder,  be deemed to make any representations as to the validity, value or
authorization  of the Warrant Certificates or the Warrants represented thereby
or  of any securities or other property delivered upon exercise of any Warrant
or  whether  any  stock  issued upon exercise of any Warrant is fully paid and
nonassessable.
          The Warrant Agent shall account promptly to the Company with respect
to  Warrants  exercised  and  concurrently  deposit all moneys received by the
Warrant  Agent upon the exercise of Warrants into an account of the Company as
designated in writing by the Company or as the Company may otherwise direct in
writing.    The  Warrant Agent shall, upon request of the Company from time to
time,  deliver to the Company such complete reports of registered ownership of
the  Warrants  and  such  complete records of transactions with respect to the
Warrants  as  the  Company  may  request.  The  Warrant  Agent shall also make
available  to  the  Company  for inspection by their agents or employees, from
time  to  time as they may request, such original books of accounts and record
as  may be maintained by the Warrant Agent in connection with the issuance and
exercise  of  Warrants  hereunder,  such  inspections  to occur at the Warrant
Agent's  Corporate  Office  during  normal  business  hours.
          The  Warrant  Agent  shall  not  at  any  time  be under any duty or
responsibility  to  any  Registered  Holder  to  make  or cause to be made any
adjustment  of  the Exercise Price provided in this Agreement, or to determine
whether  any  fact  exists  which  may  require  any such adjustments, or with
respect  to  the  nature  or extent of any such adjustment, when made, or with
respect  to  the  method employed in making the same.  The Warrant Agent shall
not  be  (i)  liable for any recital or statement of facts contained herein or
for  any  action  taken,  suffered or omitted by it in reliance on any Warrant
Certificate or other document or instrument believed by it in good faith to be
genuine  and  to have been signed or presented by the proper party or parties,
(ii) responsible for any failure on the part of the Company to comply with any
of its covenants and obligations contained in this Agreement or in any Warrant
Certificate,  or  (iii) liable for any act or omission in connection with this
Agreement  except  for  its  own negligence or willful misconduct. The Warrant
Agent  may  at  any  time  consult with counsel satisfactory to it (who may be
counsel  for  the  Company) and shall incur no liability or responsibility for
any  action  taken, suffered or omitted by it in good faith in accordance with
the  opinion  or  advice  of  such  counsel.
          Any  notice,  statement,  instruction,  request, direction, order or
demand  of the Company shall be sufficiently evidenced by an instrument signed
by  the  Chairman  of  the  Board,  the  President,  any  Vice  President, the
Treasurer,  any Assistant Treasurer, the Secretary, or any Assistant Secretary
(unless  other evidence in respect thereof is herein specifically prescribed).
The  Warrant  Agent  shall  not  be  liable  for any action taken, suffered or
omitted by it in accordance with such notice, statement, instruction, request,
direction,  order  or  demand  believed  by  it  to  be  genuine.
          The  Company agrees to pay the Warrant Agent reasonable compensation
for  its  services  hereunder  and to reimburse it for its reasonable expenses
hereunder,  including  reasonable  legal  fees.  The Company further agrees to
indemnify  the  Warrant Agent and save it harmless against any and all losses,
expenses  and  liabilities,  including  judgments,  costs  and legal fees, for
anything  done  or omitted by the Warrant Agent in the execution of its duties
and  powers  hereunder  except  losses,  expenses and liabilities arising as a
result  of  the  Warrant  Agent's  negligence  or  willful  misconduct.
          The  Warrant  Agent may resign its duties and be discharged from all
further  duties  and  liabilities  hereunder  (except liabilities arising as a
result  of  the Warrant Agent's own negligence or willful misconduct), upon 30
days  prior  written  notice  to the Company and the Company may discharge the
Warrant  Agent  from  its duties and liabilities hereunder (except liabilities
arising  as  a  result  of  the  Warrant  Agent's  own  negligence  or willful
misconduct)  upon  30 days prior written notice to the Warrant Agent. At least
15  days  prior  to  the  date  such  resignation  or  discharge  is to become
effective,  the Warrant Agent shall cause a copy of such notice of resignation
or discharge to be mailed to the Registered Holder of each Warrant Certificate
at the Company's expense. Upon such resignation or discharge, or any inability
of the Warrant Agent to act as such hereunder, the Company shall appoint a new
warrant  agent  in writing. If the Company shall fail to make such appointment
within  a  period  of  15  days  after it has been notified in writing of such
resignation  by  the  resigning  Warrant  Agent, or within a period of 15 days
after  the  Warrant  Agent has been notified by the Company of such discharge,
then  the  Registered Holder of any Warrant Certificate may apply to any court
of  competent jurisdiction for the appointment of a new warrant agent. Any new
warrant agent, whether appointed by the Company or by such a court, shall be a
bank  or  trust  company  having  a  capital and surplus, as shown by its last
published  report to its stockholders, of not less than $10,000,000 or a stock
transfer  company.  After acceptance in writing of such appointment by the new
warrant  agent  is received by the Company, the Warrant Agent's resignation or
discharge  shall be deemed to be effective and such new warrant agent shall be
vested  with the same powers, rights, duties and responsibilities as if it had
been  originally  named  herein  as  the  Warrant  Agent,  without any further
assurance,  conveyance,  act  or  deed;  but  if  for  any  reason it shall be
necessary  or  expedient  to  execute  and  deliver  any  further  assurance,
conveyance,  act or deed, the same shall be done at the expense of the Company
and  shall  be  legally  and  validly  executed and delivered by the resigning
Warrant Agent.  Not later than the effective date of any such appointment, the
Company  shall  file notice thereof with the resigning Warrant Agent and shall
forthwith cause a copy of such notice to be mailed to the Registered Holder of
each  Warrant  Certificate.
          Any  corporation  into  which  the Warrant Agent may be converted or
merged  or  any  corporation  resulting  from  any  consolidation to which the
Warrant  Agent  shall  be  a  party or any corporation succeeding to the trust
business  of  the  Warrant Agent shall be a successor warrant agent under this
Agreement  without any further act, provided that such corporation is eligible
for  appointment as successor to the Warrant Agent under the provisions of the
preceding  paragraph.  Any  such  successor warrant agent shall promptly cause
notice  of its succession as warrant agent to be mailed to the Company and the
Registered  Holder  of  each  Warrant  Certificate.
          The  Warrant  Agent, its subsidiaries and affiliates, and any of its
or  their  officers  or  directors, may buy and hold or sell Warrants or other
securities  of  the  Company  and  otherwise deal with the Company in the same
manner  and  to  the  same  extent and with like effects as though it were not
Warrant  Agent. Nothing herein shall preclude the Warrant Agent from acting in
any  other  capacity  for  the  Company  or  for  any  other  legal  entity.
          SECTION  15.    Modification  of  Agreement.
          (a)     Approval of Registered Holders.  Subject to the provisions
of Section 15(b) hereof, the Company and the Warrant Agent may by supplemental
agreement make any changes or corrections in this Agreement that (i) they deem
appropriate  to cure any ambiguity or to correct any defective or inconsistent
provision  or  manifest  mistake  or  error herein contained or (ii) they deem
necessary  or  desirable and which shall not adversely affect the interests of
the  holders  of  Warrant  Certificates;  provided,  however,  that  except as
otherwise  indicated  in this section and this Agreement, this Agreement shall
not  otherwise  be modified, supplemented or altered in any respect, including
the  modification  of  the  number  of  shares  of  Common Stock issuable upon
exercise  of the Warrants, the Exercise Price and the Warrant Expiration Date,
except  with the consent in writing of the Company, the Warrant Agent, and the
Registered  Holders  of  Warrant  Certificates  representing  not  less  than
two-thirds  of  the  Warrants  then  outstanding.
          (b)        Decrease in Exercise Price.  The Company shall have the
right  at  any time and from time to time to decrease the Exercise Price for a
period  of not less than 30 days on not less than 30 days prior written notice
to  the  Registered  Holders  of  the  Warrants.
          SECTION  16.    Notices. All notices, requests, consents and other
communications  hereunder shall be in writing and shall be deemed to have been
made  when  delivered  or  mailed  first  class  registered or certified mail,
postage  prepaid  as  follows:  if  to  the  Registered  Holder  of  a Warrant
Certificate,  at  the  address  of  such holder as shown on the registry books
maintained  by the Warrant Agent; if to the Company, at 1400 Old Country Road,
Westbury,  New York 11590 Attention:  President (with a copy to: Blau, Kramer,
Wactlar  &  Lieberman,  P.C., 100 Jericho Quadrangle, Jericho, New York 11753,
Attention:  Nancy  Lieberman,  Esq., Facsimile No.: (516) 822-5609); if to the
Warrant  Agent,  at  its  Corporate  Office.
          SECTION  17.    Governing Law. This Agreement shall be governed by
and  construed  in  accordance with the laws of the State of New York, without
reference  to  principles  of  conflict  of  laws.
          SECTION  18.  Binding Effect. This Agreement shall be binding upon
and  inure  to  the  benefit  of  the Company and the Warrant Agent (and their
respective  successors  and  assigns)  and  the  holders  from time to time of
Warrant  Certificates.  Nothing  in  this  Agreement  is  intended or shall be
construed  to  confer  upon  any  other  person any right, remedy or claim, in
equity  or  at  law, or to impose upon any other person any duty, liability or
obligation.
          SECTION  19.    Termination. This Agreement shall terminate on the
earliest  to  occur  of  (a)  the Expiration Date, (b) the date upon which all
Warrants  have  been exercised and (c) the date on which the Company certifies
to  the Warrant Agent that no Warrants are outstanding; provided however, that
notwithstanding  any such termination, the Warrant Agent shall be obligated to
deliver  funds  to  the  Company  in  accordance  with  this  Agreement.
          SECTION  20.    Counterparts.  This  Agreement  may be executed in
counterparts,  all of which taken together shall constitute a single document.
          [THE  REMAINDER  OF  THIS  PAGE  IS  INTENTIONALLY  LEFT  BLANK]

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be  duly  executed  and  delivered  as  of  the  date  first  above  written.
     NATHAN'S  FAMOUS,  INC.

     __________________________________
     By:  __________________________
     Wayne  Norbitz
     President

     AMERICAN  STOCK  TRANSFER  &  TRUST  COMPANY

     ___________________________________
     By:  ___________________________
     Authorized  Officer

                                  EXHIBIT A

                                      No. W __________     __________ Warrants

                             WARRANT CERTIFICATE
                            NATHAN'S FAMOUS, INC.

     This  Warrant  Certificate certifies that ____________, or its registered
assigns  is  the  registered holder (the "Registered Holder") of the number of
Warrants  set  forth above, each of which represents the right to purchase one
fully  paid  and nonassessable share of common stock, par value $.10 per share
(the  "Common  Stock"),  of Nathan's Famous, Inc., a Delaware corporation (the
"Company"),  at any time until the Expiration Date hereinafter referred to, by
surrendering this Warrant Certificate, with the exercise form set forth hereon
duly  executed  with  signatures  guaranteed  as provided below, at the office
maintained  pursuant to the Warrant Agreement hereinafter referred to for that
purpose  by American Stock Transfer & Trust Company, 40 Wall Street, New York,
New  York   10005, and any other offices of the Warrant Agent or its successor
designated  for  such  purpose (any such warrant agent being herein called the
"Warrant  Agent"),  and  by  paying  in  full the sum of $6.00 per share on or
before  the  Expiration  Date  (as defined below) (the "Exercise Price"), plus
transfer  taxes, if any. Payment of the Exercise Price shall be made in United
States currency, by certified check or money order payable to the order of the
Company.
     Upon  certain  events provided for in the Warrant Agreement, the Exercise
Price  and  the number of shares of Common Stock issuable upon the exercise of
each  Warrant  are  required  to  be  adjusted.
     No  Warrant  may  be  exercised  after  5:00 p.m. (New York City time) on
______   __, 2002 or on such expiration date as may be extended to maintain an
effective  registration statement under the Securities Act of 1933, as amended
(the  "Securities  Act")  for  at  least  90  consecutive  days  prior to such
expiration  date  (the  "Expiration  Date").  After  the  Expiration Date, all
Warrants  evidenced  hereby  shall  thereafter  become  void,  and the holders
thereof  shall have no rights hereunder. Prior to the Expiration Date, subject
to  any  applicable laws, rules or regulations restricting transferability and
to  any  restriction  on  transferability  that  may  appear  on  this Warrant
Certificate  in  accordance  with  the  terms  of  the  Warrant Agreement, the
Registered  Holder  shall  be entitled to transfer this Warrant Certificate in
whole  or  in part upon surrender of this Warrant Certificate at the office of
the  Warrant Agent with the form of assignment set forth hereon duly executed,
with signatures guaranteed by a member firm of a national securities exchange,
a commercial bank, a savings bank or a savings and loan association or a trust
company  located in the United States, a member of the National Association of
Securities  Dealers,  Inc.  or other eligible guarantor institution which is a
participant  in  a  signature  guarantee program (as such terms are defined in
Rule  17Ad-15 under the Securities Exchange Act of 1934, as amended). Upon any
such  transfer, a new Warrant Certificate or Warrant Certificates representing
the  same  aggregate  number of Warrants will be issued in accordance with the
instructions  in  the  form  of  assignment.
     No  Warrant  is  exercisable  unless,  at  the time of such exercise, the
Company  has  a  registration  statement  in  effect  under the Securities Act
covering  the shares of Common Stock issuable or transferable upon exercise of
such  Warrant,  and  such  shares  have been registered or qualified under the
securities laws of the state of residence of the exercising Registered Holder,
or  such  issuance or transfer is exempt from the registration requirements of
the  Securities  Act  and  such  shares  of  Common Stock are exempt from such
registration  or  qualification.
     Upon  the  exercise  of  less  than all of the Warrants evidenced by this
Warrant  Certificate,  there  shall  be  issued to the Registered Holder a new
Warrant  Certificate  in  respect  of  the  Warrants  not  exercised.
     Prior  to the Expiration Date, the Registered Holder shall be entitled to
exchange this Warrant Certificate, with or without other Warrant Certificates,
for another Warrant Certificate or Warrant Certificates for the same aggregate
number  of  Warrants, upon surrender of this Warrant Certificate at the office
maintained  for  such  purpose  by  the  Warrant  Agent.
     No  fractional shares will be issued upon the exercise of Warrants. As to
any  final  fraction  of  a  share, which the Registered Holder of one or more
Warrant  Certificates,  the  rights  under  which  are  exercised  in the same
transaction,  would  otherwise be entitled to purchase upon such exercise, the
Registered  Holder shall be paid the cash value thereof determined as provided
in  the  Warrant  Agreement.
     This Warrant Certificate is issued under and in accordance with a Warrant
Agreement  between the Company and the Warrant Agent (the "Warrant Agreement")
and  is  subject  to  the  terms  and  provisions  contained  in  said Warrant
Agreement, to all of which terms and provisions the Registered Holder consents
by  acceptance  hereof.
     This  Warrant  Certificate shall not entitle the Registered Holder to any
of  the rights of a stockholder of the Company, including, without limitation,
the  right to vote, to receive dividends and other distributions, or to attend
or  receive any notice of meetings of stockholders or any other proceedings of
the  Company.
     This  Warrant  Certificate  shall  not  be valid for any purpose until it
shall  have  been  countersigned  by  the  Warrant  Agent.

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly  executed  under  its  corporate  seal.
                                   NATHAN'S  FAMOUS,  INC.

                              ___________________________
                              BY:  _______________________
                                      President

[SEAL]
                                      Treasurer

                              COUNTERSIGNED:
                              AMERICAN  STOCK  TRANSFER  &
                              TRUST    COMPANY,  WARRANT  AGENT

                              ___________________________________
                              By:Authorized  Officer

                                [REVERSE SIDE]
                                Exercise Form

     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right,
represented by this Warrant Certificate, to receive           shares of Common
Stock  and  herewith  makes payment therefor.  The undersigned requests that a
certificate for such shares be registered in the name of               , whose
address  is                     and whose social security or other identifying
number is _________________, and that such shares be delivered to             
      ,  whose  address  is                               .  If said number of
shares  is  less than all of the shares of Common Stock purchasable hereunder,
the  undersigned  requests  that  a  new  Warrant Certificate representing the
balance  of  such  shares  be  registered in the name of                    ,
whose address is                                                              
        and  whose  social  security  or  other  identifying  number  is
_________________,  and that such Warrant Certificate be delivered to         
whose  address  is                                               .

Date:

Signature

Signature  Guaranteed:

 The  signature  to  the  exercise form must correspond to the name as written
upon  the  face  of  this  Warrant  Certificate  in  every particular, without
alteration  or  enlargement or any change whatsoever.  The signature should be
guaranteed  by an eligible guarantor institution (banks, stockbrokers, savings
and  loan  associations  and  credit  unions  with  membership  in an approved
signature  guarantee  medallion  program),  pursuant  to  Rule  17Ad-15.

                              Form of Assignment

     For  value  received, the undersigned hereby sells, assigns and transfers
unto  _______  ___________________,  whose address is ________________________
and  whose  social security or other identifying number is __________________,
the  Warrants  represented  by  this Warrant Certificate (or ____ Warrants, if
less  than  all  of  the Warrants represented by this certificate), and hereby
irrevocably  constitutes  and  appoints  the  Warrant  Agent  as  his  or  her
attorney-in-fact  to  transfer  this  Warrant  Certificate in the books of the
Warrant Agent maintained for such purpose, with full power of substitution and
re-substitution  in the premises.  If said number of Warrants is less than all
of the Warrants evidenced by this certificate, the undersigned requests that a
new  Warrant  Certificate  representing  the  balance  of  such  Warrants  be
registered  in  the  name  of  _____________________,  whose  address  is
_______________________________ and whose social security or other identifying
number  is ________________, and that such Warrant Certificate be delivered to
___________________,  whose  address  is  _____________________________.

Date:

Signature

Signature  Guaranteed:

 The  signature  to the assignment form must correspond to the name as written
upon  the  face  of  this  Warrant  Certificate  in  every particular, without
alteration  or  enlargement or any change whatsoever.  The signature should be
guaranteed  by an eligible guarantor institution (banks, stockbrokers, savings
and  loan  associations  and  credit  unions  with  membership  in an approved
signature  guarantee  medallion  program),  pursuant  to  Rule  17Ad-15.

                                                                     EXHIBIT B

                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This  Amended  and  Restated  Employment  Agreement made as of the 15th day of
January,  1999  ("Agreement"),  by  and  between  MIAMI  SUBS  CORPORATION,  a
corporation  incorporated  under  the  laws  of the State of Florida, with its
principal  place  of  business at 6300 Northwest 31st Avenue, Fort Lauderdale,
Florida  33309  (the  "Company"),  and Donald L. Perlyn, residing at 2798 N.W.
27th  Terrace,  Boca  Raton,  Fl.  33434  (the  "Executive").

     W  I  T  N  E  S  S  E  T  H  :

WHEREAS,  the Company and the Executive are parties to that certain Employment
Agreement  made  as  of December 1, 1998 (the "Initial Employment Agreement");
WHEREAS, the Company and the Executive desire to amend and restate the Initial
Employment  Agreement as a condition to and in connection with consummation of
the  merger  of  Miami  Acquisition  Corp.  ("Merger  Sub"),  a  wholly  owned
subsidiary  of  Nathan's  Famous,  Inc. ("Parent"), with and into the Company,
whereby  the  Company  will  become  a  wholly owned subsidiary of Parent (the
"Merger")  pursuant  to  that certain Agreement and Plan of Merger dated as of
January  15,  1999  (the "Merger Agreement"), among the Parent, Merger Sub and
the  Company;
WHEREAS,  on  the  Effective  Date  (as  hereinafter defined), the Company and
Executive intend this Agreement to supersede any existing employment agreement
among  the  parties,  including  the  Initial  Employment  Agreement;
WHEREAS,  the  Parent  desires  to  comply with, and be bound by the terms and
conditions  of  this  Agreement.
NOW,  THEREFORE,  in consideration of the premises and of the mutual covenants
and  agreements  herein contained, the Company and Executive agree that on the
Effective  Date the Initial Employment Agreement shall be amended and restated
as  follows:
     1.       Recitals:  The foregoing recitals are true and correct and are
incorporated  herein  by  reference  thereto.
     2.          Employment.The  Company hereby agrees to continue to employ
Executive,  and Executive agrees to continue to be employed by the Company, on
the terms and conditions herein contained, to serve as the President and Chief
Operating  Officer  of  the  Company and a member of the Board of Directors of
each  of the Company and the Parent.  In addition, the Executive hereby agrees
to  be  involved  in the day-to-day operations of Parent (including any of its
other  affiliated  entities)  as  the  Board  of  Directors  of  Parent  shall
reasonably  require  from  time  to  time.    The  Executive  shall  devote
substantially  all  of  his  business  time,  energy, skill and efforts to the
performance  of his duties hereunder and shall faithfully and diligently serve
the  Company.  The foregoing shall not prevent Executive from participating in
not-for-profit  activities  or  from managing his passive personal investments
provided  that  these  activities do not materially interfere with Executive's
obligations  hereunder.
     3.          Term  of  Employment.     Executive's employment under this
Agreement  shall  be for a term commencing on the effective date of the Merger
(the  "Effective  Date")  and,  subject  to earlier termination as provided in
Section  8  below,  terminating on the third anniversary of the Effective Date
(the  "Initial  Term").   The Initial Term shall be automatically extended for
successive  one-year periods (the "Additional Terms") unless terminated at the
end  of  the  Initial  Term  or  any  Additional Term by either party upon one
hundred  eighty (180) days' prior written notice given to the other party (the
Initial  Term and any Additional Terms shall be referred to as the "Employment
Term").    Notwithstanding  anything  else herein, the provisions of Section 9
hereof  shall  survive and remain in effect notwithstanding the termination of
the  Employment  Term.
     4.     Compensation.     (a)     As compensation for his services under
this  Agreement,  the  Company shall pay Executive a salary at the rate of Two
Hundred  Thousand  Dollars ($200,000) per year (the "Base Salary"), payable in
equal  installments  (not  less  frequently  than  monthly)  and  subject  to
withholding  in  accordance  with the Company's normal payroll practices.  The
Executive's  Base  Salary shall be reviewed annually by the Company and may be
increased,  but  not  decreased,  in  the  Company's  sole  discretion.
          (b)      In addition to the Base Salary, Executive shall participate
in any executive bonus program established by the Company and Parent from time
to  time.    Notwithstanding  the  foregoing, the Company will pay Executive a
bonus of not less than three percent (3%) of the pre-tax income of the Company
for  each  fiscal  year,  payable within forty-five (45) days after the end of
each  such year  In the event that Executive's employment under this Agreement
is  terminated  pursuant  to  Section  8(a)(v)  prior  to  December  31, 2001,
Executive  agrees  to  reimburse  the  Company for the pro-rata portion of the
bonus  paid  to him in January 1999 pursuant to Section 3(b)(i) of the Initial
Employment  Agreement  computed by dividing the number of months from the date
of  termination  to December 31, 2001 by 37 months, and multiplying such ratio
by  the  amount  of  the  bonus.
     5.      Benefits and Fringes.     During the Employment Term, Executive
shall  be  entitled  to  such  benefits  and fringes, if any, as are generally
provided  from  time  to  time  by  the Company and/or Parent to its executive
employees  of  a  comparable  level,  including  any  life,  medical or dental
insurance  plans  for  the  benefit  of Executive and members of his immediate
family, and pension, profit-sharing, 401(k) and other similar plans and on the
same terms as so provided.  Notwithstanding the foregoing, the Executive shall
be  provided  with  long-term  disability insurance providing for payment of a
minimum  monthly  benefit  of  $6,896  and with life insurance, payable to his
designated  beneficiary,  at  least equal to $1,000,000; and provided, further
that  Executive  shall  be  furnished  a  Company  automobile.
     6.          Expenses.          The Company shall reimburse Executive in
accordance  with  its  expense  reimbursement policy as in effect from time to
time  for  all reasonable expenses, including, without limitation, Executive's
professional  dues, license fees, continuing educational courses, professional
association membership fees, airplane travel and other travel expenses and all
reasonable  expenses  related  to  his  Company automobile (including, without
limitation,  repairs,  maintenance,  insurance  and  gasoline),  incurred  by
Executive  in  connection  with  the  performance  of  his  duties  under this
Agreement  upon  the  presentation by Executive of an itemized account of such
expenses  and  appropriate  receipts.
     7.         Vacation.     During the Employment Term, Executive shall be
entitled to vacation in accordance with the Company's practices, provided that
Executive  shall  not be entitled to less than four (4) weeks paid vacation in
each  full  contract year.  Any vacation not taken in any year shall be deemed
to  be  forfeited  by  the  Executive  as of January 1 of the succeeding year.
     8.      Termination.          (a)     Executive's employment under this
Agreement  and  the  Employment  Term  shall  terminate  as  follows:
     (i)          automatically  on  the  date  of  Executive's  death.
     (ii)         Upon written notice given by the Company to the Executive if
Executive  is  unable  to  perform  his material duties hereunder for 180 days
(whether  or  not  continuous)  during  any  period of 360 consecutive days by
reason  of  physical  or  mental  disability.
     (iii)      Upon written notice by the Company to the Executive for Cause.
Cause  shall  mean  (A) the Executive's conviction of a felony involving moral
turpitude  (after  exhaustion  or  lapse of all rights of appeal); (B) willful
refusal  to  perform  his  duties  as President and Chief Operating Officer or
director  of the Company and as otherwise set forth in Section 2 hereof, which
is not remedied promptly after receipt by the Executive of written notice from
the  Company specifying the details thereof; and (C) Executive's dishonesty in
the  performance  of his duties.  Upon a termination for Cause, Executive (and
his  representative) shall be given the opportunity to appear before the Board
of  Directors  of  the  Company  (the  "Board")  to  explain why the Executive
believes  that  Cause did not occur.  Such appearance shall be scheduled on no
less  than  twenty  (20)  and  no  more than forty (40) days written notice to
Executive.  In the event the Board agrees with the Executive, which shall be a
determination  made  in  its  sole  discretion,  the  Executive  shall  be
retroactively  reinstated  in  his  position.   The removal pending such Board
meeting  shall  not  be  deemed  Good  Reason  under  (vi)  below.
     (iv)          Upon  written  notice  by  the  Company  without  Cause.
     (v)          Upon the voluntary resignation of the Executive without Good
Reason  upon  sixty  (60)  days prior written notice to the Company (which the
Company  may  in  its  sole  discretion  make  effective  earlier).
     (vi)        Upon the written resignation of the Executive for Good Reason
stating  with  specificity  the details of the Good Reason, if the stated Good
Reason  is  not  cured  within thirty (30) days of the giving of such notice. 
"Good  Reason"  shall  mean  (A)  relocation  of  the  Executive's  office, or
materially  change  the location at which Executive is required to perform his
duties,  from  within  the  Territory,  (B)  any  material  reduction  in  his
authority,  duties or responsibilities or (C) any other material breach of any
provision  of this Agreement by the Company.  For purposes hereof, "Territory"
shall  mean  Broward,  Miami-Dade  and  Palm  Beach  Counties,  Florida.
     (vii)      Upon written notice of non-renewal by the Company or Executive
pursuant  to  Section  3  hereof.
     (b)        Upon any termination of the Employment Term Executive shall be
entitled to receive any unpaid salary and accrued vacation through his date of
termination  and  any  benefits  under any benefit plan in accordance with the
terms  of  said  plan.    In  addition,  (i) if the termination is pursuant to
(a)(iv) or (a)(vi) above, Executive shall receive (without a duty to mitigate)
severance pay in a lump sum equal to three (3) times the amount of Executive's
Base  Salary  in effect at the time of termination, and (ii) if termination is
by  the Company pursuant to (a)(vii) above, Executive shall receive (without a
duty to mitigate) severance pay in a lump sum equal to Executive's Base Salary
in  effect at the time of termination.  Such lump sum severance payments shall
be paid within thirty (30) and fifteen (15) days, respectively, after the date
of  termination.    In  the  event  termination  is pursuant to (a)(ii) alone,
Executive  shall  receive  in  monthly  payments  for  one (1) year thereafter
Executive's  Base  Salary  in effect at the time of termination reduced by any
disability  benefits  or  worker's compensation salary replacement he receives
from  any program sponsored or made available by the Company or a governmental
entity.    In the event of termination other than pursuant to (a)(i), (a)(iii)
or  (a)(v),  to  the  extent  the Executive or his dependents are eligible for
COBRA  coverage,  the  Company  shall  pay  the  cost of such coverage for the
maximum  period  permitted under federal law.  The Company shall have no other
obligations  to  the  Executive.
           9. Confidential  Information  and  Non-Competition.
          (a)     Executive acknowledges that as a result of his employment by
the  Company,  Executive will obtain secret and confidential information as to
the  Company  and its affiliated entities, that the Company and its affiliated
entities  will  suffer  substantial  damage,  which  would  be  difficult  to
ascertain,  if  Executive shall enter into Competition (as defined below) with
the  Company  or any of its affiliated entities and that because of the nature
of  the  information  that  will be known to Executive it is necessary for the
Company and its affiliated entities to be protected by the prohibition against
Competition  set forth herein, as well as the confidentiality restrictions set
forth  herein.    Executive acknowledges that the provisions of this Agreement
are reasonable and necessary for the protection of the business of the Company
and  its affiliated entities and that part of the compensation paid under this
Agreement  is  in  consideration  for  the  agreements  in  this  Section  9.
          (b)          Competition  shall  mean:
               (i)     participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor,  lender,  consultant  or  in any capacity whatsoever in the State of
Florida  in  a  business  in  competition  with  the  quick-service restaurant
business  conducted  by  the  Company  or  its  affiliated entities during the
Employment  Term;  provided, however, that such prohibited participation shall
not  include:  (A) the mere ownership of not more than one percent (1%) of the
total  outstanding  stock  of  a publicly held company; (B) the performance of
services  for  any  enterprise  to the extent such services are not performed,
directly  or  indirectly,  for a business in the aforesaid Competition; or (C)
any  activity  engaged  in  with  the  prior  written  approval  of the Board.
               (ii)         recruiting, soliciting or inducing any nonclerical
employee  or  employees of the Company or its affiliated entities to terminate
their employment with, or otherwise cease their relationship with, the Company
or  its affiliated entities or hiring or assisting another person or entity to
hire  any  nonclerical  employee  of  the Company or its affiliated entities. 
Notwithstanding  the foregoing, if requested by an entity with which Executive
is  not  affiliated,  Executive may serve as a reference for any person who at
the  time  of  the  request  is  not  an employee of the Company or any of its
affiliated  entities.
If  any  restriction  set forth in above items (i) and/or (ii) is found by any
court of competent jurisdiction, or an arbitrator, to be unenforceable because
it  extends  for  too  long  a  period  of  time  or over too great a range of
activities  or  in  too  broad  a  geographic area, it shall be interpreted to
extend over the maximum period of time, range of activities or geographic area
as  to  which  it  may  be  enforceable.
          (c)       During and after the Employment Term, Executive shall hold
in  a  fiduciary  capacity  for  the benefit of the Company and its affiliated
entities all secret or confidential information, knowledge or data relating to
the  Company  and  its  affiliated  entities, and their respective businesses,
including  any  confidential  information  as  to customers  or vendors of the
Company  or  its  affiliated  entities,  (i)  obtained by Executive during his
employment  by  the Company or its affiliated entities; and (ii) not otherwise
public  knowledge  or  known  within the Company's or its affiliated entities'
industries.    Executive  shall  not,  without  prior  written  consent of the
Company,  unless  compelled  pursuant  to  the  order  of  a  court  or  other
governmental  or  legal body having jurisdiction over such matter, communicate
or  divulge  any  such information, knowledge or data to anyone other than the
Company  and  those  designated by it.  In the event Executive is compelled by
order of a court or other governmental or legal body to communicate or divulge
any  such  information, knowledge or data to anyone other than the Company and
those  designated  by  it,  Executive shall promptly notify the Company of any
such  order  and  shall  cooperate  fully  with the Company in protecting such
information  to  the  extent  possible  under  applicable  law.
          (d)     Upon termination of Executive's employment with the Company,
or  at  any  other  time  as  the Company may request, Executive will promptly
deliver to the Company all documents which Executive may possess or have under
his  direction  or  control  (whether  prepared  by the Company, an affiliated
entity,  Executive or a third party) relating to the Company or its affiliated
entities  or  any  of  their  respective  businesses  or  properties.
          (e)      During the Employment Term and for a period of one (1) year
following  termination  thereof  (except  for  termination pursuant to Section
8(a)(iv) or (vi)), Executive shall not enter into Competition with the Company
or  any  of  its  affiliated  entities.
          (f)     In the event of a breach or potential breach of this Section
9, Executive acknowledges that the Company and its affiliated entities will be
caused irreparable injury and that money damages may not be an adequate remedy
and  agree that the affiliated entities shall be entitled to injunctive relief
(in  addition  to  its  other  remedies at law) to have the provisions of this
Section  9  enforced.
     10.          Executive  Representation.
     Executive  represents  and  warrants  that  he is under no contractual or
other  limitation  from  entering  into  this  Agreement  and  performing  his
obligations  hereunder.
     11.          Indemnification
     The  Executive shall be entitled to be indemnified by the Company for his
actions  as  an officer, director, employee, agent or fiduciary of the Company
or  its  affiliated entities to the fullest extent permitted by applicable law
and  shall,  to  the extent the Company does not or is unable as a result of a
conflict  between  the parties to undertake his defense, have reasonable legal
fees  (including,  but  not  limited  to, a retainer fee) and other reasonable
expenses paid to him in advance of final disposition of a proceeding, provided
that  he has actually incurred such expenses and he executes an undertaking to
repay such amounts if, and to the extent, required to do so by applicable law.
 The  Company  shall  cover  the  Executive  under  any  directors'  and
officers'liability  insurance  policy  to  the same extent as its other senior
officers.
     12.          Stock  Options.
     On  the  Effective Date, Parent shall grant to Executive, in exchange for
the cancellation of the Executive's options (assumed by Parent pursuant to the
Merger)  to  purchase  385,116  shares of the Company's common stock under the
Company's  1990  Executive  Option Plan, immediately exercisable stock options
under  a  stock  option  plan   of the Parent (the "Plan") to purchase 192,558
shares  of  Parent's  common  stock,  $.01  par  value  per share (the "Common
Stock").  Such options shall continue to be exercisable for a term of ten (10)
years,  irrespective  of whether Executive remains employed by the Company, at
an  exercise  price  equal  to  the fair market value per share on the date of
grant,  subject  to  adjustment  as  provided  in the Plan.  Parent shall file
within  ten business days of the Effective Date, and shall maintain in effect,
a  registration  statement  on  Form  S-8 under the Securities Act of 1933, as
amended,  registering the shares of Common Stock issuable upon exercise of all
stock  options  held  by  Executive  and  the  resale  thereof  by  him.
     13.          Change  of  Control.
     Upon  a  "Change of Control" (as defined below) of the Company or Parent,
the Company shall pay Executive, within thirty (30) days of such event, a lump
sum  equal  to  three (3) times the amount of his Base Salary in effect at the
time  of  such  event,  together  with a pro rata portion of the bonus accrued
through  the  date  of  such  Change  of  Control.   As used herein "Change of
Control"means  (a)  a  change  in control as such term is presently defined in
Regulation  240.12b-2  under  the  Securities  Exchange Act of 1934 ("Exchange
Act"); or (b) if any "person" (as such term is used in Section 13(d) and 14(d)
of  the  Exchange Act) in either the case of the Company or Parent (other than
the  Parent or any "person" who on the date of this Agreement is a director or
officer of the Parent or Company, as the case may be), becomes the "beneficial
owner"  (as  defined  in  Rule  13(d)-3  under  the Exchange Act), directly or
indirectly,  of  securities  of  the  Company  or  Parent, as the case may be,
representing  twenty  (20%)  percent  of  the voting power of the Company's or
Parent's then outstanding securities, as the case may be; or (c) if during any
period of two (2) consecutive years during the term of Executive's employment,
individuals  who  at  the  beginning  of  such  period constitute the Board of
Directors  of  either the Company or Parent cease for any reason to constitute
at  least  a  majority  thereof.
     14.          Entire  Agreement;  Modification.
     This  Agreement  constitutes  the  full and complete understanding of the
parties  hereto  and  will  supersede all prior agreements and understandings,
oral  or  written,  with  respect to the subject matter hereof.  Each party to
this  Agreement acknowledges that no representations, inducements, promises or
agreements,  oral  or  otherwise,  have  been  made by either party, or anyone
acting  on  behalf  of either party, which are not embodied herein and that no
other agreement, statement or promise not contained in this Agreement shall be
valid  or binding.  This Agreement may not be modified or amended except by an
instrument  in  writing  signed by the party against whom or which enforcement
may  be  sought.
     15.          Severability.
     Any term or provision of this Agreement which is invalid or unenforceable
in  any  jurisdiction  shall,  as  to such jurisdiction, be ineffective to the
extent  of  such  invalidity  or unenforceability without rendering invalid or
unenforceable  thc  remaining  terms  and  provisions  of  this  Agreement  or
affecting  the validity or enforceability of any of the terms of provisions of
this  Agreement  in  any  other  jurisdiction.
     16.          Waiver  of  Breach.
     The  waiver by any party of a breach of any provisions of this Agreement,
which  waiver  must  be in writing to be effective, shall not operate as or be
construed  as  a  waiver  of  any  subsequent  breach.
     17.          Notices.
     All  notices  hereunder  shall  be in writing and shall be deemed to have
been  duly  given  when delivered by hand, or one day after sending by express
mail  or  other  "overnight  mail  service,"  or  three  days after sending by
certified  or  registered  mail,  postage  prepaid, return receipt requested. 
Notice  shall be sent as follows: if to Executive, to the address as listed in
the  Company's records; and if to the Company, to the Company at its office as
set  forth  at  the  head  of  this  Agreement,  to  the attention of its Vice
President  and  Chief  Financial  Officer.  Either party may change the notice
address  by  notice  given  as  aforesaid.
     18.          Assignability;  Binding  Effect.
     This  Agreement  shall  be  binding  upon  and  inure  to  the benefit of
Executive  and  Executive's legal representatives, heirs and distributees, and
shall  be binding upon and inure to the benefit of the Company, its successors
and  assigns.    This  Agreement  may  not be assigned by the Executive.  This
Agreement  may  not  be  assigned  by  the Company except in connection with a
merger  or a sale by the Company of all or substantially all of its assets and
then  only  provided  the  assignee specifically assumes in writing all of the
Company's  obligations  hereunder.
     19.          Governing  Law.
          (a)          All  issues  pertaining  to the validity, construction,
execution and performance of this Agreement shall be construed and governed in
accordance  with  the  laws of the State of New York, without giving effect to
the  conflict  or  choice  of  law  provisions  thereof.
          (b)        Any dispute or controversy with regard to this Agreement,
other  than  injunctive  relief  pursuant  to  Section  9, shall be settled by
arbitration  in New York, New York before the American Arbitration Association
("AAA")  in  accordance  with the Rules of Commercial Arbitration of the AAA. 
The  decision  of  the arbitrators shall be final and binding upon the parties
hereto and may be entered in any court having jurisdiction.  The Company shall
advance  all  of  the  Executive's  expenses  (including,  without limitation,
reasonable  counsel  fees)  incurred  in  connection  with  such  arbitration,
provided  that  Executive  shall repay the same in the event he is not, to any
extent,  the  prevailing  party.
     20.          Headings.
     The  headings  in  this  Agreement are intended solely for convenience of
reference  and  shall be given no effect in the construction or interpretation
of  this  Agreement.
     21.          Counterparts.
     This  Agreement  may  be  executed in several counterparts, each of which
shall  be  deemed to be an original but all of which together shall constitute
one  and  the  same  instrument.
     22.          Guarantee  and  Joinder.
     Parent  hereby  unconditionally  and  irrevocably  guarantees, as primary
obligor  not  merely  as  surety:  (i)  the  punctual  payment when due of all
obligations  of the Company arising under this Agreement; and (ii) the due and
punctual  performance  and  observance  by  the  Company  of  all  covenants,
agreements  and conditions on its part to be performed and observed under this
Agreement.    Parent  hereby  agrees  to  comply  with,  and be bound by  this
Agreement.

     IN  WITNESS  WHEREOF,  the  Company  and  Parent  have  each  caused this
Agreement  to  be  duly  executed  by  an authorized officer and Executive has
hereunto  set  his  hand  as  of  the  date  first  set  forth  above.
MIAMI  SUBS  CORPORATION
By:
Name:  Jerry  Woda
Title:  Vice  President

Donald  L.  Perlyn
NATHAN'S  FAMOUS,  INC.
By:
Name:
Title:

                                                                     EXHIBIT C
                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This  Amended  and  Restated  Employment  Agreement made as of the 15th day of
January,  1999  ("Agreement"),  by  and  between  MIAMI  SUBS  CORPORATION,  a
corporation  incorporated  under  the  laws  of the State of Florida, with its
principal  place  of  business at 6300 Northwest 31st Avenue, Fort Lauderdale,
Florida  33309  (the  "Company"),  and Jerry Woda, residing at 7615 Gloucester
Lane,  Parkland,  Fl.  33067  (the  "Executive").
                            W I T N E S S E T H:
WHEREAS,  the Company and the Executive are parties to that certain Employment
Agreement  made  as  of December 1, 1998 (the "Initial Employment Agreement");
WHEREAS, the Company and the Executive desire to amend and restate the Initial
Employment  Agreement as a condition to and in connection with consummation of
the  merger  of  Miami  Acquisition  Corp.  ("Merger  Sub"),  a  wholly  owned
subsidiary  of  Nathan's  Famous,  Inc. ("Parent"), with and into the Company,
whereby  the  Company  will  become  a  wholly owned subsidiary of Parent (the
"Merger")  pursuant  to  that certain Agreement and Plan of Merger dated as of
January  15,  1999  (the "Merger Agreement"), among the Parent, Merger Sub and
the  Company;
WHEREAS,  on  the  Effective  Date  (as  hereinafter defined), the Company and
Executive intend this Agreement to supersede any existing employment agreement
among  the  parties,  including  the  Initial  Employment  Agreement;
WHEREAS,  the  Parent  desires  to  comply with, and be bound by the terms and
conditions  of  this  Agreement.
NOW,  THEREFORE,  in consideration of the premises and of the mutual covenants
and  agreements  herein contained, the Company and Executive agree that on the
Effective  Date the Initial Employment Agreement shall be amended and restated
as  follows:
     1.       Recitals:  The foregoing recitals are true and correct and are
incorporated  herein  by  reference  thereto.
     2.          Employment.
     The  Company hereby agrees to continue to employ Executive, and Executive
agrees  to continue to be employed by the Company, on the terms and conditions
herein contained, to serve as its Vice President and Chief Financial Officer. 
The  Executive  shall  devote  substantially all of his business time, energy,
skill  and  efforts  to  the  performance  of  his  duties hereunder and shall
faithfully  and diligently serve the Company.  The foregoing shall not prevent
Executive from participating in not-for-profit activities or from managing his
passive  personal investments provided that these activities do not materially
interfere  with  Executive's  obligations  hereunder.
     3.          Term  of  Employment.
     Executive's  employment  under  this  Agreement  shall  be  for  a  term
commencing  on  the  effective  date of the Merger (the "Effective Date") and,
subject  to earlier termination as provided in Section 8 below, terminating on
the  second  anniversary  of  the  Effective  Date  (the "Initial Term").  The
Initial  Term  shall be automatically extended for successive one-year periods
(the  "Additional  Terms") unless terminated at the end of the Initial Term or
any  Additional Term by either party upon one hundred eighty (180) days' prior
written  notice  given to the other party (the Initial Term and any Additional
Terms  shall  be  referred  to  as  the  "Employment  Term").  Notwithstanding
anything  else  herein,  the  provisions of Section 9 hereof shall survive and
remain  in  effect  notwithstanding  the  termination  of the Employment Term.
     4.          Compensation.
          (a)       As compensation for his services under this Agreement, the
Company shall pay Executive a salary at the rate of One Hundred Fifty Thousand
Dollars ($150,000) per year (the "Base Salary"), payable in equal installments
(not  less  frequently  than monthly) and subject to withholding in accordance
with  the  Company's  normal  payroll  practices.  The Executive's Base Salary
shall  be  reviewed  annually  by  the  Company  and may be increased, but not
decreased,  in  the  Company's  sole  discretion.
          (b)      In addition to the Base Salary, Executive shall participate
in any executive bonus program established by the Company and Parent from time
to  time.    In  the event that Executive's employment under this Agreement is
terminated  pursuant  to Section 8(a)(v) prior to December 31, 2000, Executive
agrees  to reimburse the Company for the pro-rata portion of the bonus paid to
him  in  January  1999  pursuant  to Section 3(b)(i) of the Initial Employment
Agreement  computed  by  dividing  the  number  of  months  from  the  date of
termination  to  December 31, 2000 by 25 months, and multiplying such ratio by
the  amount  of  the  bonus.
     5.          Benefits  and  Fringes.
     During  the Employment Term, Executive shall be entitled to such benefits
and  fringes,  if  any,  as  are  generally  provided from time to time by the
Company  and/or  Parent  to  its  executive  employees  of a comparable level,
including  any  life,  medical  or  dental  insurance plans for the benefit of
Executive  and  members  of his immediate family, and pension, profit-sharing,
401(k)  and  other similar plans and on the same terms as so provided, as well
as  a  Company  automobile.
     6.          Expenses.
     The  Company  shall  reimburse  Executive  in accordance with its expense
reimbursement  policy  as  in  effect  from  time  to  time for all reasonable
expenses,  including,  without  limitation,  Executive's  professional  dues,
license  fees,  continuing  educational  courses,  professional  association
membership  fees, airplane travel and other travel expenses and all reasonable
expenses  related  to  his  Company automobile (including, without limitation,
repairs,  maintenance,  insurance  and  gasoline),  incurred  by  Executive in
connection  with  the  performance of his duties under this Agreement upon the
presentation  by  Executive  of  an  itemized  account  of  such  expenses and
appropriate  receipts.
     7.          Vacation.
     During  the  Employment  Term, Executive shall be entitled to vacation in
accordance  with the Company's practices, provided that Executive shall not be
entitled to less than four (4) weeks paid vacation in each full contract year.
 Any  vacation  not  taken  in any year shall be deemed to be forfeited by the
Executive  as  of  January  1  of  the  succeeding  year.
     8.          Termination.
          (a)          Executive's  employment  under  this  Agreement and the
Employment  Term  shall  terminate  as  follows:
               (i)          automatically  on  the  date of Executive's death.
               (ii)          Upon  written  notice given by the Company to the
Executive  if Executive is unable to perform his material duties hereunder for
180 days (whether or not continuous) during any period of 360 consecutive days
by  reason  of  physical  or  mental  disability.
               (iii)       Upon written notice by the Company to the Executive
for  Cause.  Cause  shall  mean  (A)  the  Executive's  conviction of a felony
involving moral turpitude (after exhaustion or lapse of all rights of appeal);
(B)  willful  refusal  to  perform  his  duties  as  Vice  President and Chief
Financial Officer of the Company, which is not remedied promptly after receipt
by  the  Executive  of  written notice from the Company specifying the details
thereof;  and  (C)  Executive's  dishonesty in the performance of his duties. 
Upon  a  termination  for  Cause,  Executive (and his representative) shall be
given  the  opportunity to appear before the Board of Directors of the Company
(the "Board") to explain why the Executive believes that Cause did not occur. 
Such  appearance  shall  be  scheduled on no less than twenty (20) and no more
than  forty  (40)  days  written  notice to Executive.  In the event the Board
agrees  with  the  Executive,  which shall be a determination made in its sole
discretion,  the Executive shall be retroactively reinstated in his position. 
The  removal  pending such Board meeting shall not be deemed Good Reason under
(vi)  below.
               (iv)          Upon written notice by the Company without Cause.
               (v)     Upon the voluntary resignation of the Executive without
Good  Reason  upon  sixty (60) days prior written notice to the Company (which
the  Company  may  in  its  sole  discretion  make  effective  earlier).
               (vi)     Upon the written resignation of the Executive for Good
Reason  stating with specificity the details of the Good Reason, if the stated
Good Reason is not cured within thirty (30) days of the giving of such notice.
 "Good  Reason"  shall  mean  (A)  relocation  of  the  Executive's office, or
materially  change  the location at which Executive is required to perform his
duties,  from  within  the  Territory,  (B)  any  material  reduction  in  his
authority,  duties or responsibilities or (C) any other material breach of any
provision  of this Agreement by the Company.  For purposes hereof, "Territory"
shall  mean  Broward,  Miami-Dade  and  Palm  Beach  Counties,  Florida.
               (vii)      Upon written notice of non-renewal by the Company or
Executive  pursuant  to  Section  3  hereof.
     (b)        Upon any termination of the Employment Term Executive shall be
entitled to receive any unpaid salary and accrued vacation through his date of
termination  and  any  benefits  under any benefit plan in accordance with the
terms  of  said  plan.    In  addition,  (i) if the termination is pursuant to
(a)(iv) or (a)(vi) above, Executive shall receive (without a duty to mitigate)
severance pay in a lump sum equal to three (3) times the amount of Executive's
Base  Salary  in effect at the time of termination, and (ii) if termination is
by  the Company pursuant to (a)(vii) above, Executive shall receive (without a
duty to mitigate) severance pay in a lump sum equal to Executive's Base Salary
in  effect at the time of termination.  Such lump sum severance payments shall
be paid within thirty (30) and fifteen (15) days, respectively, after the date
of  termination.    In  the  event  termination  is pursuant to (a)(ii) alone,
Executive  shall  receive  in  monthly  payments  for  one (1) year thereafter
Executive's  Base  Salary  in effect at the time of termination reduced by any
disability  benefits  or  worker's compensation salary replacement he receives
from  any program sponsored or made available by the Company or a governmental
entity.    In the event of termination other than pursuant to (a)(i), (a)(iii)
or  (a)(v),  to  the  extent  the Executive or his dependents are eligible for
COBRA  coverage,  the  Company  shall  pay  the  cost of such coverage for the
maximum  period  permitted under federal law.  The Company shall have no other
obligations  to  the  Executive.
     9.          Confidential  Information  and  Non-Competition.
          (a)     Executive acknowledges that as a result of his employment by
the  Company,  Executive will obtain secret and confidential information as to
the  Company  and its affiliated entities, that the Company and its affiliated
entities  will  suffer  substantial  damage,  which  would  be  difficult  to
ascertain,  if  Executive shall enter into Competition (as defined below) with
the  Company  or any of its affiliated entities and that because of the nature
of  the  information  that  will be known to Executive it is necessary for the
Company and its affiliated entities to be protected by the prohibition against
Competition  set forth herein, as well as the confidentiality restrictions set
forth  herein.    Executive acknowledges that the provisions of this Agreement
are reasonable and necessary for the protection of the business of the Company
and  its affiliated entities and that part of the compensation paid under this
Agreement  is  in  consideration  for  the  agreements  in  this  Section  9.
          (b)          Competition  shall  mean:
               (i)     participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor,  lender,  consultant  or  in any capacity whatsoever in the State of
Florida  in  a  business  in  competition  with  the  quick-service restaurant
business  conducted  by  the  Company  or  its  affiliated entities during the
Employment  Term;  provided, however, that such prohibited participation shall
not  include:  (A) the mere ownership of not more than one percent (1%) of the
total  outstanding  stock  of  a publicly held company; (B) the performance of
services  for  any  enterprise  to the extent such services are not performed,
directly  or  indirectly,  for a business in the aforesaid Competition; or (C)
any  activity  engaged  in  with  the  prior  written  approval  of the Board.
               (ii)         recruiting, soliciting or inducing any nonclerical
employee  or  employees of the Company or its affiliated entities to terminate
their employment with, or otherwise cease their relationship with, the Company
or  its affiliated entities or hiring or assisting another person or entity to
hire  any  nonclerical  employee  of  the Company or its affiliated entities. 
Notwithstanding  the foregoing, if requested by an entity with which Executive
is  not  affiliated,  Executive may serve as a reference for any person who at
the  time  of  the  request  is  not  an employee of the Company or any of its
affiliated  entities.
If  any  restriction  set forth in above items (i) and/or (ii) is found by any
court of competent jurisdiction, or an arbitrator, to be unenforceable because
it  extends  for  too  long  a  period  of  time  or over too great a range of
activities  or  in  too  broad  a  geographic area, it shall be interpreted to
extend over the maximum period of time, range of activities or geographic area
as  to  which  it  may  be  enforceable.
          (c)       During and after the Employment Term, Executive shall hold
in  a  fiduciary  capacity  for  the benefit of the Company and its affiliated
entities all secret or confidential information, knowledge or data relating to
the  Company  and  its  affiliated  entities, and their respective businesses,
including  any  confidential  information  as  to customers  or vendors of the
Company  or  its  affiliated  entities,  (i)  obtained by Executive during his
employment  by  the Company or its affiliated entities; and (ii) not otherwise
public  knowledge  or  known  within the Company's or its affiliated entities'
industries.    Executive  shall  not,  without  prior  written  consent of the
Company,  unless  compelled  pursuant  to  the  order  of  a  court  or  other
governmental  or  legal body having jurisdiction over such matter, communicate
or  divulge  any  such information, knowledge or data to anyone other than the
Company  and  those  designated by it.  In the event Executive is compelled by
order of a court or other governmental or legal body to communicate or divulge
any  such  information, knowledge or data to anyone other than the Company and
those  designated  by  it,  Executive shall promptly notify the Company of any
such  order  and  shall  cooperate  fully  with the Company in protecting such
information  to  the  extent  possible  under  applicable  law.
          (d)     Upon termination of Executive's employment with the Company,
or  at  any  other  time  as  the Company may request, Executive will promptly
deliver to the Company all documents which Executive may possess or have under
his  direction  or  control  (whether  prepared  by the Company, an affiliated
entity,  Executive or a third party) relating to the Company or its affiliated
entities  or  any  of  their  respective  businesses  or  properties.
          (e)      During the Employment Term and for a period of one (1) year
following  termination  thereof  (except  for  termination pursuant to Section
8(a)(iv) or (vi)), Executive shall not enter into Competition with the Company
or  any  of  its  affiliated  entities.
          (f)     In the event of a breach or potential breach of this Section
9, Executive acknowledges that the Company and its affiliated entities will be
caused irreparable injury and that money damages may not be an adequate remedy
and  agree that the affiliated entities shall be entitled to injunctive relief
(in  addition  to  its  other  remedies at law) to have the provisions of this
Section  9  enforced.
     10.          Executive  Representation.
     Executive  represents  and  warrants  that  he is under no contractual or
other  limitation  from  entering  into  this  Agreement  and  performing  his
obligations  hereunder.
     11.          Indemnification
     The  Executive shall be entitled to be indemnified by the Company for his
actions  as  an officer, director, employee, agent or fiduciary of the Company
or  its  affiliated entities to the fullest extent permitted by applicable law
and  shall,  to  the extent the Company does not or is unable as a result of a
conflict  between  the parties to undertake his defense, have reasonable legal
fees  (including,  but  not  limited  to, a retainer fee) and other reasonable
expenses paid to him in advance of final disposition of a proceeding, provided
that  he has actually incurred such expenses and he executes an undertaking to
repay such amounts if, and to the extent, required to do so by applicable law.
 The  Company  shall  cover  the  Executive  under  any  directors'  and
officers'liability  insurance  policy  to  the same extent as its other senior
officers.
     12.          Stock  Options.
     On  the  Effective Date, Parent shall grant to Executive, in exchange for
the cancellation of the Executive's options (assumed by Parent pursuant to the
Merger)  to  purchase  196,488  shares of the Company's common stock under the
Company's  1990  Executive  Option Plan, immediately exercisable stock options
under  a  stock  option  plan   of the Parent (the "Plan") to purchase 125,000
shares  of  Parent's  common  stock,  $.01  par  value  per share (the "Common
Stock").  Such options shall continue to be exercisable for a term of ten (10)
years,  irrespective  of whether Executive remains employed by the Company, at
an  exercise  price  equal  to  the fair market value per share on the date of
grant,  subject  to  adjustment  as  provided  in the Plan.  Parent shall file
within  ten business days of the Effective Date, and shall maintain in effect,
a  registration  statement  on  Form  S-8 under the Securities Act of 1933, as
amended,  registering the shares of Common Stock issuable upon exercise of all
stock  options  held  by  Executive  and  the  resale  thereof  by  him.
     13.          Change  of  Control.
     Upon  a  "Change of Control" (as defined below) of the Company or Parent,
the Company shall pay Executive, within thirty (30) days of such event, a lump
sum  equal  to  three (3) times the amount of his Base Salary in effect at the
time  of  such  event,  together  with a pro rata portion of the bonus accrued
through  the  date  of  such  Change  of  Control.   As used herein "Change of
Control"means  (a)  a  change  in control as such term is presently defined in
Regulation  240.12b-2  under  the  Securities  Exchange Act of 1934 ("Exchange
Act"); or (b) if any "person" (as such term is used in Section 13(d) and 14(d)
of  the  Exchange Act) in either the case of the Company or Parent (other than
the  Parent or any "person" who on the date of this Agreement is a director or
officer of the Parent or Company, as the case may be), becomes the "beneficial
owner"  (as  defined  in  Rule  13(d)-3  under  the Exchange Act), directly or
indirectly,  of  securities  of  the  Company  or  Parent, as the case may be,
representing  twenty  (20%)  percent  of  the voting power of the Company's or
Parent's then outstanding securities, as the case may be; or (c) if during any
period of two (2) consecutive years during the term of Executive's employment,
individuals  who  at  the  beginning  of  such  period constitute the Board of
Directors  of  either the Company or Parent cease for any reason to constitute
at  least  a  majority  thereof.
     14.          Entire  Agreement;  Modification.
     This  Agreement  constitutes  the  full and complete understanding of the
parties  hereto  and  will  supersede all prior agreements and understandings,
oral  or  written,  with  respect to the subject matter hereof.  Each party to
this  Agreement acknowledges that no representations, inducements, promises or
agreements,  oral  or  otherwise,  have  been  made by either party, or anyone
acting  on  behalf  of either party, which are not embodied herein and that no
other agreement, statement or promise not contained in this Agreement shall be
valid  or binding.  This Agreement may not be modified or amended except by an
instrument  in  writing  signed by the party against whom or which enforcement
may  be  sought.
     15.          Severability.
     Any term or provision of this Agreement which is invalid or unenforceable
in  any  jurisdiction  shall,  as  to such jurisdiction, be ineffective to the
extent  of  such  invalidity  or unenforceability without rendering invalid or
unenforceable  thc  remaining  terms  and  provisions  of  this  Agreement  or
affecting  the validity or enforceability of any of the terms of provisions of
this  Agreement  in  any  other  jurisdiction.
     16.          Waiver  of  Breach.
     The  waiver by any party of a breach of any provisions of this Agreement,
which  waiver  must  be in writing to be effective, shall not operate as or be
construed  as  a  waiver  of  any  subsequent  breach.
     17.          Notices.
     All  notices  hereunder  shall  be in writing and shall be deemed to have
been  duly  given  when delivered by hand, or one day after sending by express
mail  or  other  "overnight  mail  service,"  or  three  days after sending by
certified  or  registered  mail,  postage  prepaid, return receipt requested. 
Notice  shall be sent as follows: if to Executive, to the address as listed in
the  Company's records; and if to the Company, to the Company at its office as
set forth at the head of this Agreement, to the attention of its President and
Chief Operating Officer.  Either party may change the notice address by notice
given  as  aforesaid.
     18.          Assignability;  Binding  Effect.
     This  Agreement  shall  be  binding  upon  and  inure  to  the benefit of
Executive  and  Executive's legal representatives, heirs and distributees, and
shall  be binding upon and inure to the benefit of the Company, its successors
and  assigns.    This  Agreement  may  not be assigned by the Executive.  This
Agreement  may  not  be  assigned  by  the Company except in connection with a
merger  or a sale by the Company of all or substantially all of its assets and
then  only  provided  the  assignee specifically assumes in writing all of the
Company's  obligations  hereunder.
     19.          Governing  Law.
          (a)          All  issues  pertaining  to the validity, construction,
execution and performance of this Agreement shall be construed and governed in
accordance  with  the  laws of the State of New York, without giving effect to
the  conflict  or  choice  of  law  provisions  thereof.
          (b)        Any dispute or controversy with regard to this Agreement,
other  than  injunctive  relief  pursuant  to  Section  9, shall be settled by
arbitration  in New York, New York before the American Arbitration Association
("AAA")  in  accordance  with the Rules of Commercial Arbitration of the AAA. 
The  decision  of  the arbitrators shall be final and binding upon the parties
hereto and may be entered in any court having jurisdiction.  The Company shall
advance  all  of  the  Executive's  expenses  (including,  without limitation,
reasonable  counsel  fees)  incurred  in  connection  with  such  arbitration,
provided  that  Executive  shall repay the same in the event he is not, to any
extent,  the  prevailing  party.
     20.          Headings.
     The  headings  in  this  Agreement are intended solely for convenience of
reference  and  shall be given no effect in the construction or interpretation
of  this  Agreement.
     21.          Counterparts.
     This  Agreement  may  be  executed in several counterparts, each of which
shall  be  deemed to be an original but all of which together shall constitute
one  and  the  same  instrument.
     22.          Guarantee  and  Joinder.
     Parent  hereby  unconditionally  and  irrevocably  guarantees, as primary
obligor  not  merely  as  surety:  (i)  the  punctual  payment when due of all
obligations  of the Company arising under this Agreement; and (ii) the due and
punctual  performance  and  observance  by  the  Company  of  all  covenants,
agreements  and conditions on its part to be performed and observed under this
Agreement.    Parent  hereby  agrees  to  comply  with,  and be bound by  this
Agreement.

     IN  WITNESS  WHEREOF,  the  Company  and  Parent  have  each  caused this
Agreement  to  be  duly  executed  by  an authorized officer and Executive has
hereunto  set  his  hand  as  of  the  date  first  set  forth  above.
MIAMI  SUBS  CORPORATION
By:
Name:  Donald  L.  Perlyn
Title:  President

Jerry  Woda
NATHAN'S  FAMOUS,  INC.
By:
Name:
Title:

                                                                     EXHIBIT D
                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This  Amended  and  Restated  Employment  Agreement made as of the 15th day of
January,  1999  ("Agreement"),  by  and  between  MIAMI  SUBS  CORPORATION,  a
corporation  incorporated  under  the  laws  of the State of Florida, with its
principal  place  of  business at 6300 Northwest 31st Avenue, Fort Lauderdale,
Florida  33309  (the  "Company"),  and  Frank Baran, residing at 6062 Robinson
Street,  Palm  Beach  Gardens,  Fl.  33418  (the  "Executive").
                            W I T N E S S E T H:
WHEREAS,  the Company and the Executive are parties to that certain Employment
Agreement  made  as  of December 1, 1998 (the "Initial Employment Agreement");
WHEREAS, the Company and the Executive desire to amend and restate the Initial
Employment  Agreement as a condition to and in connection with consummation of
the  merger  of  Miami  Acquisition  Corp.  ("Merger  Sub"),  a  wholly  owned
subsidiary  of  Nathan's  Famous,  Inc. ("Parent"), with and into the Company,
whereby  the  Company  will  become  a  wholly owned subsidiary of Parent (the
"Merger")  pursuant  to  that certain Agreement and Plan of Merger dated as of
January  15,  1999  (the "Merger Agreement"), among the Parent, Merger Sub and
the  Company;
WHEREAS,  on  the  Effective  Date  (as  hereinafter defined), the Company and
Executive intend this Agreement to supersede any existing employment agreement
among  the  parties,  including  the  Initial  Employment  Agreement;
WHEREAS,  the  Parent  desires  to  comply with, and be bound by the terms and
conditions  of  this  Agreement.
NOW,  THEREFORE,  in consideration of the premises and of the mutual covenants
and  agreements  herein contained, the Company and Executive agree that on the
Effective  Date the Initial Employment Agreement shall be amended and restated
as  follows:
     1.       Recitals:  The foregoing recitals are true and correct and are
incorporated  herein  by  reference  thereto.
     2.          Employment.
     The  Company hereby agrees to continue to employ Executive, and Executive
agrees  to continue to be employed by the Company, on the terms and conditions
herein  contained,  to  serve as its Vice President-Operations.  The Executive
shall devote substantially all of his business time, energy, skill and efforts
to the performance of his duties hereunder and shall faithfully and diligently
serve  the  Company.    The  foregoing  shall  not  prevent  Executive  from
participating  in  not-for-profit  activities  or  from  managing  his passive
personal  investments  provided  that  these  activities  do  not  materially
interfere  with  Executive's  obligations  hereunder.
     3.          Term  of  Employment.
     Executive's  employment  under  this  Agreement  shall  be  for  a  term
commencing  on  the  effective  date of the Merger (the "Effective Date") and,
subject  to earlier termination as provided in Section 8 below, terminating on
the first anniversary of the Effective Date (the "Initial Term").  The Initial
Term  shall  be  automatically  extended  for successive one-year periods (the
"Additional  Terms")  unless  terminated at the end of the Initial Term or any
Additional  Term  by  either  party  upon one hundred eighty (180) days' prior
written  notice  given to the other party (the Initial Term and any Additional
Terms  shall  be  referred  to  as  the  "Employment  Term").  Notwithstanding
anything  else  herein,  the  provisions of Section 9 hereof shall survive and
remain  in  effect  notwithstanding  the  termination  of the Employment Term.
     4.          Compensation.
          (a)       As compensation for his services under this Agreement, the
Company  shall  pay Executive a salary at the rate of One Hundred Ten Thousand
Dollars ($110,000) per year (the "Base Salary"), payable in equal installments
(not  less  frequently  than monthly) and subject to withholding in accordance
with  the  Company's  normal  payroll  practices.  The Executive's Base Salary
shall  be  reviewed  annually  by  the  Company  and may be increased, but not
decreased,  in  the  Company's  sole  discretion.
          (b)      In addition to the Base Salary, Executive shall participate
in any executive bonus program established by the Company and Parent from time
to  time.
     5.          Benefits  and  Fringes.
     During  the Employment Term, Executive shall be entitled to such benefits
and  fringes,  if  any,  as  are  generally  provided from time to time by the
Company  and/or  Parent  to  its  executive  employees  of a comparable level,
including  any  life,  medical  or  dental  insurance plans for the benefit of
Executive  and  members  of his immediate family, and pension, profit-sharing,
401(k)  and  other similar plans and on the same terms as so provided, as well
as  a  Company  automobile.
     6.          Expenses.
     The  Company  shall  reimburse  Executive  in accordance with its expense
reimbursement  policy  as  in  effect  from  time  to  time for all reasonable
expenses,  including,  without  limitation,  Executive's  professional  dues,
license  fees,  continuing  educational  courses,  professional  association
membership  fees, airplane travel and other travel expenses and all reasonable
expenses  related  to  his  Company automobile (including, without limitation,
repairs,  maintenance,  insurance  and  gasoline),  incurred  by  Executive in
connection  with  the  performance of his duties under this Agreement upon the
presentation  by  Executive  of  an  itemized  account  of  such  expenses and
appropriate  receipts.
     7.          Vacation.
     During  the  Employment  Term, Executive shall be entitled to vacation in
accordance  with the Company's practices, provided that Executive shall not be
entitled to less than four (4) weeks paid vacation in each full contract year.
 Any  vacation  not  taken  in any year shall be deemed to be forfeited by the
Executive  as  of  January  1  of  the  succeeding  year.
     8.          Termination.
          (a)          Executive's  employment  under  this  Agreement and the
Employment  Term  shall  terminate  as  follows:
               (i)          automatically  on  the  date of Executive's death.
               (ii)          Upon  written  notice given by the Company to the
Executive  if Executive is unable to perform his material duties hereunder for
180 days (whether or not continuous) during any period of 360 consecutive days
by  reason  of  physical  or  mental  disability.
               (iii)       Upon written notice by the Company to the Executive
for  Cause.  Cause  shall  mean  (A)  the  Executive's  conviction of a felony
involving moral turpitude (after exhaustion or lapse of all rights of appeal);
(B)  willful refusal to perform his duties as Vice President-Operations of the
Company,  which  is  not  remedied  promptly after receipt by the Executive of
written  notice  from  the  Company  specifying  the  details thereof; and (C)
Executive's  dishonesty  in the performance of his duties.  Upon a termination
for  Cause,  Executive (and his representative) shall be given the opportunity
to  appear  before  the  Board  of  Directors  of the Company (the "Board") to
explain  why the Executive believes that Cause did not occur.  Such appearance
shall  be  scheduled  on  no less than twenty (20) and no more than forty (40)
days  written  notice  to  Executive.   In the event the Board agrees with the
Executive,  which  shall  be  a determination made in its sole discretion, the
Executive  shall  be  retroactively  reinstated  in his position.  The removal
pending  such  Board meeting shall not be deemed Good Reason under (vi) below.
               (iv)          Upon written notice by the Company without Cause.
               (v)     Upon the voluntary resignation of the Executive without
Good  Reason  upon  sixty (60) days prior written notice to the Company (which
the  Company  may  in  its  sole  discretion  make  effective  earlier).
               (vi)     Upon the written resignation of the Executive for Good
Reason  stating with specificity the details of the Good Reason, if the stated
Good Reason is not cured within thirty (30) days of the giving of such notice.
 "Good  Reason"  shall  mean  (A)  relocation  of  the  Executive's office, or
materially  change  the location at which Executive is required to perform his
duties,  from  within  the  Territory,  (B)  any  material  reduction  in  his
authority,  duties or responsibilities or (C) any other material breach of any
provision  of this Agreement by the Company.  For purposes hereof, "Territory"
shall  mean  Broward,  Miami-Dade  and  Palm  Beach  Counties,  Florida.
               (vii)      Upon written notice of non-renewal by the Company or
Executive  pursuant  to  Section  3  hereof.
     (b)        Upon any termination of the Employment Term Executive shall be
entitled to receive any unpaid salary and accrued vacation through his date of
termination  and  any  benefits  under any benefit plan in accordance with the
terms  of  said  plan.    In  addition,  (i) if the termination is pursuant to
(a)(iv) or (a)(vi) above, Executive shall receive (without a duty to mitigate)
severance pay in a lump sum equal to three (3) times the amount of Executive's
Base  Salary  in effect at the time of termination, and (ii) if termination is
by  the Company pursuant to (a)(vii) above, Executive shall receive (without a
duty to mitigate) severance pay in a lump sum equal to Executive's Base Salary
in  effect at the time of termination.  Such lump sum severance payments shall
be paid within thirty (30) and fifteen (15) days, respectively, after the date
of  termination.    In  the  event  termination  is pursuant to (a)(ii) alone,
Executive  shall  receive  in  monthly  payments  for  one (1) year thereafter
Executive's  Base  Salary  in effect at the time of termination reduced by any
disability  benefits  or  worker's compensation salary replacement he receives
from  any program sponsored or made available by the Company or a governmental
entity.    In the event of termination other than pursuant to (a)(i), (a)(iii)
or  (a)(v),  to  the  extent  the Executive or his dependents are eligible for
COBRA  coverage,  the  Company  shall  pay  the  cost of such coverage for the
maximum  period  permitted under federal law.  The Company shall have no other
obligations  to  the  Executive.
     9.          Confidential  Information  and  Non-Competition.
          (a)     Executive acknowledges that as a result of his employment by
the  Company,  Executive will obtain secret and confidential information as to
the  Company  and its affiliated entities, that the Company and its affiliated
entities  will  suffer  substantial  damage,  which  would  be  difficult  to
ascertain,  if  Executive shall enter into Competition (as defined below) with
the  Company  or any of its affiliated entities and that because of the nature
of  the  information  that  will be known to Executive it is necessary for the
Company and its affiliated entities to be protected by the prohibition against
Competition  set forth herein, as well as the confidentiality restrictions set
forth  herein.    Executive acknowledges that the provisions of this Agreement
are reasonable and necessary for the protection of the business of the Company
and  its affiliated entities and that part of the compensation paid under this
Agreement  is  in  consideration  for  the  agreements  in  this  Section  9.
          (b)          Competition  shall  mean:
               (i)     participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer,
investor,  lender,  consultant  or  in any capacity whatsoever in the State of
Florida  in  a  business  in  competition  with  the  quick-service restaurant
business  conducted  by  the  Company  or  its  affiliated entities during the
Employment  Term;  provided, however, that such prohibited participation shall
not  include:  (A) the mere ownership of not more than one percent (1%) of the
total  outstanding  stock  of  a publicly held company; (B) the performance of
services  for  any  enterprise  to the extent such services are not performed,
directly  or  indirectly,  for a business in the aforesaid Competition; or (C)
any  activity  engaged  in  with  the  prior  written  approval  of the Board.
               (ii)         recruiting, soliciting or inducing any nonclerical
employee  or  employees of the Company or its affiliated entities to terminate
their employment with, or otherwise cease their relationship with, the Company
or  its affiliated entities or hiring or assisting another person or entity to
hire  any  nonclerical  employee  of  the Company or its affiliated entities. 
Notwithstanding  the foregoing, if requested by an entity with which Executive
is  not  affiliated,  Executive may serve as a reference for any person who at
the  time  of  the  request  is  not  an employee of the Company or any of its
affiliated  entities.
If  any  restriction  set forth in above items (i) and/or (ii) is found by any
court of competent jurisdiction, or an arbitrator, to be unenforceable because
it  extends  for  too  long  a  period  of  time  or over too great a range of
activities  or  in  too  broad  a  geographic area, it shall be interpreted to
extend over the maximum period of time, range of activities or geographic area
as  to  which  it  may  be  enforceable.
          (c)       During and after the Employment Term, Executive shall hold
in  a  fiduciary  capacity  for  the benefit of the Company and its affiliated
entities all secret or confidential information, knowledge or data relating to
the  Company  and  its  affiliated  entities, and their respective businesses,
including  any  confidential  information  as  to customers  or vendors of the
Company  or  its  affiliated  entities,  (i)  obtained by Executive during his
employment  by  the Company or its affiliated entities; and (ii) not otherwise
public  knowledge  or  known  within the Company's or its affiliated entities'
industries.    Executive  shall  not,  without  prior  written  consent of the
Company,  unless  compelled  pursuant  to  the  order  of  a  court  or  other
governmental  or  legal body having jurisdiction over such matter, communicate
or  divulge  any  such information, knowledge or data to anyone other than the
Company  and  those  designated by it.  In the event Executive is compelled by
order of a court or other governmental or legal body to communicate or divulge
any  such  information, knowledge or data to anyone other than the Company and
those  designated  by  it,  Executive shall promptly notify the Company of any
such  order  and  shall  cooperate  fully  with the Company in protecting such
information  to  the  extent  possible  under  applicable  law.
          (d)     Upon termination of Executive's employment with the Company,
or  at  any  other  time  as  the Company may request, Executive will promptly
deliver to the Company all documents which Executive may possess or have under
his  direction  or  control  (whether  prepared  by the Company, an affiliated
entity,  Executive or a third party) relating to the Company or its affiliated
entities  or  any  of  their  respective  businesses  or  properties.
          (e)      During the Employment Term and for a period of one (1) year
following  termination  thereof  (except  for  termination pursuant to Section
8(a)(iv) or (vi)), Executive shall not enter into Competition with the Company
or  any  of  its  affiliated  entities.
          (f)     In the event of a breach or potential breach of this Section
9, Executive acknowledges that the Company and its affiliated entities will be
caused irreparable injury and that money damages may not be an adequate remedy
and  agree that the affiliated entities shall be entitled to injunctive relief
(in  addition  to  its  other  remedies at law) to have the provisions of this
Section  9  enforced.
     10.          Executive  Representation.
     Executive  represents  and  warrants  that  he is under no contractual or
other  limitation  from  entering  into  this  Agreement  and  performing  his
obligations  hereunder.
     11.          Indemnification
     The  Executive shall be entitled to be indemnified by the Company for his
actions  as  an officer, director, employee, agent or fiduciary of the Company
or  its  affiliated entities to the fullest extent permitted by applicable law
and  shall,  to  the extent the Company does not or is unable as a result of a
conflict  between  the parties to undertake his defense, have reasonable legal
fees  (including,  but  not  limited  to, a retainer fee) and other reasonable
expenses paid to him in advance of final disposition of a proceeding, provided
that  he has actually incurred such expenses and he executes an undertaking to
repay such amounts if, and to the extent, required to do so by applicable law.
 The  Company  shall  cover  the  Executive under any directors' and officers'
liability  insurance  policy  to the same extent as its other senior officers.

     12.          Stock  Options.
     On  the  Effective Date, Parent shall grant to Executive, in exchange for
the cancellation of the Executive's options (assumed by Parent pursuant to the
Merger)  to  purchase  9,500  shares  of  the Company's common stock under the
Company's  1990  Executive  Option Plan, immediately exercisable stock options
under  a  stock  option  plan    of the Parent (the "Plan") to purchase 25,000
shares  of  Parent's  common  stock,  $.01  par  value  per share (the "Common
Stock").  Such options shall continue to be exercisable for a term of ten (10)
years,  irrespective  of whether Executive remains employed by the Company, at
an  exercise  price  equal  to  the fair market value per share on the date of
grant,  subject  to  adjustment  as  provided  in the Plan.  Parent shall file
within  ten business days of the Effective Date, and shall maintain in effect,
a  registration  statement  on  Form  S-8 under the Securities Act of 1933, as
amended,  registering the shares of Common Stock issuable upon exercise of all
stock  options  held  by  Executive  and  the  resale  thereof  by  him.
     13.          Change  of  Control.
     Upon  a  "Change of Control" (as defined below) of the Company or Parent,
the Company shall pay Executive, within thirty (30) days of such event, a lump
sum  equal  to  three (3) times the amount of his Base Salary in effect at the
time  of  such  event,  together  with a pro rata portion of the bonus accrued
through  the  date  of  such  Change  of  Control.   As used herein "Change of
Control"means  (a)  a  change  in control as such term is presently defined in
Regulation  240.12b-2  under  the  Securities  Exchange Act of 1934 ("Exchange
Act"); or (b) if any "person" (as such term is used in Section 13(d) and 14(d)
of  the  Exchange Act) in either the case of the Company or Parent (other than
the  Parent or any "person" who on the date of this Agreement is a director or
officer of the Parent or Company, as the case may be), becomes the "beneficial
owner"  (as  defined  in  Rule  13(d)-3  under  the Exchange Act), directly or
indirectly,  of  securities  of  the  Company  or  Parent, as the case may be,
representing  twenty  (20%)  percent  of  the voting power of the Company's or
Parent's then outstanding securities, as the case may be; or (c) if during any
period of two (2) consecutive years during the term of Executive's employment,
individuals  who  at  the  beginning  of  such  period constitute the Board of
Directors  of  either the Company or Parent cease for any reason to constitute
at  least  a  majority  thereof.
     14.          Entire  Agreement;  Modification.
     This  Agreement  constitutes  the  full and complete understanding of the
parties  hereto  and  will  supersede all prior agreements and understandings,
oral  or  written,  with  respect to the subject matter hereof.  Each party to
this  Agreement acknowledges that no representations, inducements, promises or
agreements,  oral  or  otherwise,  have  been  made by either party, or anyone
acting  on  behalf  of either party, which are not embodied herein and that no
other agreement, statement or promise not contained in this Agreement shall be
valid  or binding.  This Agreement may not be modified or amended except by an
instrument  in  writing  signed by the party against whom or which enforcement
may  be  sought.
     15.          Severability.
     Any term or provision of this Agreement which is invalid or unenforceable
in  any  jurisdiction  shall,  as  to such jurisdiction, be ineffective to the
extent  of  such  invalidity  or unenforceability without rendering invalid or
unenforceable  thc  remaining  terms  and  provisions  of  this  Agreement  or
affecting  the validity or enforceability of any of the terms of provisions of
this  Agreement  in  any  other  jurisdiction.
     16.          Waiver  of  Breach.
     The  waiver by any party of a breach of any provisions of this Agreement,
which  waiver  must  be in writing to be effective, shall not operate as or be
construed  as  a  waiver  of  any  subsequent  breach.
     17.          Notices.
     All  notices  hereunder  shall  be in writing and shall be deemed to have
been  duly  given  when delivered by hand, or one day after sending by express
mail  or  other  "overnight  mail  service,"  or  three  days after sending by
certified  or  registered  mail,  postage  prepaid, return receipt requested. 
Notice  shall be sent as follows: if to Executive, to the address as listed in
the  Company's records; and if to the Company, to the Company at its office as
set forth at the head of this Agreement, to the attention of its President and
Chief Operating Officer.  Either party may change the notice address by notice
given  as  aforesaid.
     18.          Assignability;  Binding  Effect.
     This  Agreement  shall  be  binding  upon  and  inure  to  the benefit of
Executive  and  Executive's legal representatives, heirs and distributees, and
shall  be binding upon and inure to the benefit of the Company, its successors
and  assigns.    This  Agreement  may  not be assigned by the Executive.  This
Agreement  may  not  be  assigned  by  the Company except in connection with a
merger  or a sale by the Company of all or substantially all of its assets and
then  only  provided  the  assignee specifically assumes in writing all of the
Company's  obligations  hereunder.
     19.          Governing  Law.
          (a)          All  issues  pertaining  to the validity, construction,
execution and performance of this Agreement shall be construed and governed in
accordance  with  the  laws of the State of New York, without giving effect to
the  conflict  or  choice  of  law  provisions  thereof.
          (b)        Any dispute or controversy with regard to this Agreement,
other  than  injunctive  relief  pursuant  to  Section  9, shall be settled by
arbitration  in New York, New York before the American Arbitration Association
("AAA")  in  accordance  with the Rules of Commercial Arbitration of the AAA. 
The  decision  of  the arbitrators shall be final and binding upon the parties
hereto and may be entered in any court having jurisdiction.  The Company shall
advance  all  of  the  Executive's  expenses  (including,  without limitation,
reasonable  counsel  fees)  incurred  in  connection  with  such  arbitration,
provided  that  Executive  shall repay the same in the event he is not, to any
extent,  the  prevailing  party.
     20.          Headings.
     The  headings  in  this  Agreement are intended solely for convenience of
reference  and  shall be given no effect in the construction or interpretation
of  this  Agreement.
     21.          Counterparts.
     This  Agreement  may  be  executed in several counterparts, each of which
shall  be  deemed to be an original but all of which together shall constitute
one  and  the  same  instrument.
     22.          Guarantee  and  Joinder.
     Parent  hereby  unconditionally  and  irrevocably  guarantees, as primary
obligor  not  merely  as  surety:  (i)  the  punctual  payment when due of all
obligations  of the Company arising under this Agreement; and (ii) the due and
punctual  performance  and  observance  by  the  Company  of  all  covenants,
agreements  and conditions on its part to be performed and observed under this
Agreement.    Parent  hereby  agrees  to  comply  with,  and be bound by  this
Agreement.

     IN  WITNESS  WHEREOF,  the  Company  and  Parent  have  each  caused this
Agreement  to  be  duly  executed  by  an authorized officer and Executive has
hereunto  set  his  hand  as  of  the  date  first  set  forth  above.
MIAMI  SUBS  CORPORATION
By:
Name:  Donald  L.  Perlyn
Title:  President

Frank  Baran
NATHAN'S  FAMOUS,  INC.
By:
Name:
Title:

                                                                  EXHIBIT 99.1

February  1,  1999                              Contact:    Donald  L.  Perlyn
For  Immediate  Release                                     Jerry  W.  Woda
                                                            (954) 973-0000

                            MIAMI SUBS CORPORATION
                            NATHAN'S FAMOUS, INC.
                     ANNOUNCE DEFINITIVE MERGER AGREEMENT

Fort  Lauderdale,  Florida,  February  1,  1999...Miami  Subs  Corporation
(NASDAQ:SUSCD)    and  Nathan's Famous, Inc. (NASDAQ:NATH) reported today that
the  companies  have  entered  into  a definitive merger agreement pursuant to
which  Nathan's will acquire the issued and outstanding shares of common stock
of  Miami  Subs in exchange for common stock of Nathan's having a market price
of  $2.068  per share at closing but no more than one share of Nathan's common
stock  for  each  two  shares  of common stock of Miami Subs.  Shareholders of
Miami  Subs will also receive warrants to purchase Nathan's common stock which
have  an exercise price of $6.00 per share at the rate of one warrant for each
four shares of Nathan's common stock received by Miami Subs shareholders.  The
merger  is  subject  to  certain  conditions,  including  completion  of  due
diligence,  receipt  of  a fairness opinion, and approval by a majority of the
shareholders of Nathan's and Miami Subs.  In November 1998, Nathan's acquired,
in a private transaction, approximately 30% of the outstanding common stock of
Miami  Subs.

Wayne  Norbitz,  president  of  Nathan's  Famous,  Inc.,  stated,  "We  are
enthusiastic  about  our potential acquisition of Miami Subs, which we believe
represents a significant step towards realizing Nathan's growth strategy.  The
combined  entity  would double the revenue base of Nathan's and is expected to
be  accretive  to  earnings.  We shall seek to exploit opportunities to market
and  develop each company's concept separately, as well as in concert, through
co-branding  opportunities.    We  will also seek to make margin improvements,
leverage  and  enhance  management  and  effectuate  cost  efficiencies."

"Nathan's  is  a  natural partner for us," said Donald L. Perlyn president and
chief  operating  officer  of  Miami  Subs  Corporation.    "It  is not only a
situation where we enhance our product line, but one where we will improve our
financial  strength and development potential as well.  It was clearly time to
seek  a strategic alliance for our Company, and I am certain we are making the
right  move  by  joining  forces  with  Nathan's."

Miami  Subs  Corporation  currently  operates  and  franchises 194 restaurants
located  in 16 states, Puerto Rico, Peru, the Dominican Republic, and Ecuador.
The  Nathan's  Famous retail system is currently comprised of 26 Company-owned
units,  168  franchised or licensed units, and over 500 Branded Product points
of  distribution,  located in twenty-nine states, the District of Columbia and
two  foreign  countries,  featuring  Nathan's  world famous all-beef hot dogs.

Except  for historical information contained in this news release, the matters
discussed are forward looking statements that involve risks and uncertainties.
 Among  the  factors  that could cause actual results to differ materially are
the  following:  the effect of business and economic conditions; the impact of
competitive  products  and  pricing;  capacity;  the  regulatory  and  trade
environment;  and  the risk factors reported from time to time in Nathan's and
Miami  Subs'  SEC  reports.