AMENDED AND RESTATED EMPLOYMENT AGREEMENT

           AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of the 31st day of March, 2008, by and between BENIHANA INC., a Delaware corporation (the “Company”), and TAKA YOSHIMOTO (the “Executive”).

R E C I T A L

          Executive and the Company entered into an Employment Agreement dated as of April 1, 2006 (the "Employment Agreement").

          Certain revisions to the Employment Agreement have been necessitated by the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final Treasury Regulations promulgated thereunder. As a result, the Company and Executive have agreed to amendments to the Employment Agreement and to the restatement of the Employment Agreement, as so amended, as set forth in its entirety herein.

           NOW, THEREFORE, the Employment Agreement is hereby amended and restated in its entirety as follows:

           1.            Engagement and Term . The Company hereby continues to employ Executive and Executive hereby accepts such continued employment by the Company on the terms and conditions set forth herein, for a period commencing on April 1, 2006 (the “Effective Date”) and ending, unless sooner terminated in accordance with the provisions of Section 4 or 7 hereof, on March 31, 2009 (the “Employment Period”).

           2.            Scope of Duties . Executive shall be employed by the Company as its Executive Vice President - Operations. In such capacity, Executive shall have such authority, powers and duties customarily attendant upon such office. If elected or appointed, Executive shall also serve, without additional compensation, in one or more offices and, if and when elected, as a director of the Company or any subsidiary or affiliate of the Company, provided that his duties and responsibilities are not inconsistent with those pertaining to his position as stated above. Executive shall faithfully devote his full business time and efforts so as to advance the best interests of the Company. During the Employment Period, Executive shall not be engaged in any other business activity, whether or not such business activity is pursued for profit or other pecuniary advantage, unless same is only incidental and is in no way, directly or indirectly, competitive with, or opposed to the best interests of the Company.

           3.            Compensation .

                        3.1            Basic Compensation . In respect of services to be performed by Executive during the Employment Period, the Company agrees to pay Executive an annual salary at the rate of Two Hundred Eleven Thousand Eighty-Eight Dollars ($211,088) for the portion of the Employment Period that is prior to March 31, 2008 and at the rate of Two Hundred Thirty-Two Thousand Eighty-Eight Dollars ($232,088) thereafter (“Basic Compensation”), payable in accordance with the Company’s customary payroll practices for executive employees.

                        3.2            Cost of Living Adjustments . The Basic Compensation shall be increased by an amount established by reference to the Consumer Price Index for Urban Wage Earners and Clerical Workers, New York, New York- Northern New Jersey area published by the Bureau of Labor Statistics of the United States Department of Labor (the “Consumer Price Index”). The base period shall be the month ended December 31, 2007 (the “Base Period”). If the Consumer Price Index for the month of December in any year, commencing in 2008, is greater than the Consumer Price Index for the Base Period, Basic Compensation shall be increased, commencing on April 1 of the next following year, to the amount obtained by multiplying Basic Compensation by a fraction, the numerator of which is the Consumer Price Index for the month of December of the year in which such determination is being made and the denominator of which is the Consumer Price Index for the Base Period.

                        3.3            Discretionary Increases and Bonuses . Executive shall also be entitled to such additional increments and bonuses as shall be determined from time to time by the Board of Directors of the Company. Any such bonus will be payable within 2½ months after the end of the fiscal year of the Company to which it relates but in no event later than the end of the calendar year in which such fiscal year ends.

                       3.4            Other Benefits .

                        3.5            No Designation of Year . In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

           4.            Termination of Employment . The provisions of Section 1 of this Agreement notwithstanding, the Company may terminate this Agreement and Executive’s employment hereunder in the manner and for the causes hereinafter set forth, in which event the Company shall be under no further obligation to Executive other than as specifically provided herein:

                        4.1           If Executive is absent from work or otherwise substantially unable to assume his normal duties for a period of sixty (60) successive days or an aggregate of ninety (90) business days during any consecutive twelve-month period during the Employment Period because of physical or mental disability, accident, illness, or any other reason other than vacation or approved leave of absence, the Company may thereupon, or any time thereafter while such absence or disability still exists, terminate the employment of Executive hereunder upon ten (10) days’ written notice to Executive.

                        4.2           In the event of the death of Executive during the Employment Period, this Agreement shall automatically terminate on the date thereof.

                        4.3           If Executive materially breaches or violates any material term of his employment hereunder, or commits any criminal act or an act of dishonesty or moral turpitude, in the reasonable judgment of the Company’s Board of Directors, then the Company may, in addition to other rights and remedies available at law or equity, immediately terminate this Agreement upon written notice to Executive with the date of such notice being the termination date and such termination being deemed for “cause.”

                        4.4           In the event Executive’s employment is terminated by reason of the provisions of Section 4.1 or 4.2, then in such event, the Company shall pay to Executive, if living, or to such other person or persons as Executive may from time to time designate in writing as the beneficiary of such payment, the Basic Compensation then in effect at the time of such termination, such payment to continue for three months after such termination, and the Company shall have no further obligation with respect to the payment of Basic Compensation hereunder. Notwithstanding the foregoing, if any securities of the Company are publicly traded on an “established securities market” and Executive is a “specified employee” (as such terms are defined in Section 409A of the Code and the regulations thereunder) at the time of any termination of Executive’s employment by reason of the provisions of Section 4.1, then the amount due to Executive hereunder on account of a termination of employment under Section 4.1 shall instead be paid to Executive in a lump sum and without interest on the date that is six months plus one day after such termination of employment, but only if such delay shall be necessary to prevent any accelerated or additional tax under Section 409A of the Code.

                        4.5           In the event Executive’s employment is terminated other than in accordance with Section 4.1, 4.2 or 4.3, Executive shall be entitled to receive an amount (the “Termination Payment”) computed in the same manner as the Severance Payment not later than forty-five (45) days after any such termination. Notwithstanding the foregoing, if any securities of the Company are publicly traded on an “established securities market” and Executive is a “specified employee” (as such terms are defined in Section 409A of the Code and the regulations thereunder) at the time of such termination of employment, then the portion of the Termination Payment that may be payable to Executive prior to the date that is six months plus one day from the date of such termination (the “Delayed Payment Date”) shall not exceed the lesser of (A) two times Executive’s Basic Compensation for the calendar year preceding the termination, or (B) two times the amount specified in Section 401(a)(17) of the Code for the calendar year of such termination, but only if and to the extent that such limitation is necessary to prevent any accelerated or additional tax under Section 409A of the Code. To the extent any Termination Payment would be due to Executive hereunder during such six-month period in excess of that amount, such excess shall be paid to Executive, without interest, on the Delayed Payment Date. The Termination Payment shall constitute liquidated damages and not a penalty, and Executive shall not be obligated to seek employment to mitigate his damages; nor shall any compensation Executive receives from any party subsequent to such termination be an offset to the amount of such payment.

                        4.6           Upon any termination of this Agreement or Executive’s employment hereunder, Executive shall be entitled to be paid only (i) any earned but unpaid Basic Compensation due to Executive at the time of such termination, (ii) any amounts due to him under (and in accordance with the terms of) any employee benefit or bonus plans in which he was a participant, and (iii) the amounts, if any, payable to him pursuant to the terms of this Section 4 or Section 7, and such payments are in lieu of any severance or similar payments which may be provided by the Company from time to time. Executive shall not be entitled to receive any other or additional compensation of any kind. Notwithstanding anything to the contrary contained therein, Executive’s right to receive any payments provided for under Section 7 or in connection with a termination under Section 4.1 shall be conditioned upon and subject to Executive’s execution and delivery to the Company (not later