AMENDED AND RESATED PROMISSORY NOTE

FOR VALUE RECEIVED, MIAMI SUBS CAPITAL PARTNERS I, INC. , a Florida corporation with an office at 6300 NW 31 ^st Avenue, Fort Lauderdale, Florida ( the “Maker”), promises to pay to the order of NATHAN’S FAMOUS, INC. , a Delaware corporation (the “Payee”), the principal amount of ONE   MILLION EIGHT HUNDRED NINETY-TWO   THOUSAND   TWO HUNDRED TEN AND 54/100   DOLLARS ($1,892,210.54), on or before April 30, 2014 (the “Maturity Date”),   in lawful money of the United States of America, together with interest on the unpaid principal amount hereof, from time to time outstanding, from August 31, 2008 (the “Effective Date”) through and including the date that this Note is paid in full, at a rate of eight percent (8%) per annum.    

The Maker promises to pay to the Payee an installment of $35,000.00 (THIRTY-FIVE THOUSAND DOLLARS) effective as of the Effective Date, an installment of $6,883.67 (SIX THOUSAND EIGHT HUNDRED EIGHTY-THREE AND 67/100 DOLLARS) effective as of the date of execution hereof and monthly installments of $35,000.00 (THIRTY-FIVE THOUSAND DOLLARS) each for the next sixty-seven months, subject to adjustment upon any prepayment made by Maker in accordance with the terms hereof. Following the first two installments hereunder, each monthly installment shall be paid on the last day of each calendar month commencing October 31, 2008, with a final installment to be paid on the Maturity Date. Interest hereunder shall be computed on the actual number of days elapsed over a year comprised of 365 days. Nothing herein shall be deemed to require Maker to make payments of interest which exceed the maximum permitted by law. In any such event, this Note shall be deemed automatically amended to require payment of interest at the maximum amount permitted by law.

All amounts payable hereunder shall be made in lawful money of the United States of America at such place as may be designated to the Maker in writing by the Payee from time to time. If any payment hereunder becomes due and payable on a day other than a Business Day (hereafter defined), such payment shall be extended to the next succeeding Business Day. “Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York State are authorized or required by law to close.   Upon the occurrence of an Event of Default, as that term is defined below, interest payable on this Note shall be at the rate of twelve percent (12%) per annum or the maximum rate allowed to be charged by law, whichever is lower.

This Note may be prepaid at the option of the Maker in whole or in part at any time without penalty or premium. All prepayments shall be accompanied by accrued interest on the principal amount repaid to the date of rep