10b5-1 Issuer Repurchase Instructions

Issuer Securities Repurchase Instructions, dated February 5, 2009 (the “Instructions”), between Nathan’s Famous, Inc. (the “Issuer”) and Mutual Securities, Inc. (the “Broker”).

WHEREAS , Issuer has previously publicly announced a Securities Repurchase Program (the “Program”) for the repurchase of up to 500,000 shares of its common stock, par value $0.01 per share (the “Common Stock”);

WHEREAS, as part of the Program for the repurchase of its Common Stock, Issuer desires to implement the instructions set forth herein (the “Instructions”); and

WHEREAS , Issuer desires to appoint Broker as its single broker to repurchase shares of Common Stock on its behalf in accordance with these Instructions and the Program;

NOW, THEREFORE , the Issuer and Broker hereby agree as follows:

1.            Trading Requirements

(a)           Broker shall effect a repurchase (each a “Purchase”) of shares of Common Stock on each day on which the Nasdaq Global Market (“Nasdaq”) is open for trading at a price not in excess of the price per share limitations set forth in Exhibit A to this Agreement.

(b)           Broker shall purchase shares of Common Stock on the open Nasdaq market or in block purchases, subject to the (i) price per share and volume limitations set forth in Exhibit A to this Agreement, (ii) the termination provisions for these Instructions as set forth in Section 2 below, and (iii) any other limitation as set forth in these Instructions.

2.            Effective Date/Termination .  The Instructions shall become effective as of March 16, 2009, and shall terminate upon the earlier of:

(a)           March 15, 2010;

(b)           such time as the aggregate purchase price for all shares of Common Stock purchased under these Instructions equals Three Million Six Hundred Thousand Dollars ($3,600,000.00), including without limitation all applicable fees, costs and expenses;

(c)           the receipt of written notice from the Issuer requesting the termination of the Instructions; provided that Issuer may request termination under this subsection 2(c) whenever a failure to do so would cause or contribute to, or allow or contribute to the continuation of, a breach of a covenant or obligation of Issuer in connection with any obligation other than those arising solely under these Instructions; or

(d)           any time any trade contemplated hereunder shall result in a violation of, or adverse consequences under, applicable securities laws.

3.            Representations and Warranties.

(a)           Issuer represents and warrants that the Purchase of Common Stock pursuant to these Instructions has been duly authorized by the Issuer and is consistent with the Issuer’s Program.

(b)           Issuer understands that Broker may not be able to effect a Purchase due to a market disrup