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                        AMENDMENT NO. 2 TO AGREEMENT AND
                                 PLAN OF MERGER

     This Amendment No. 2 to Agreement and Plan of Merger (the "Amendment") is
made this 24th day of March 1999 by and 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").

     WHEREAS, the parties hereto executed an Agreement and Plan of Merger dated
as of January 15, 1999;

     WHEREAS, the parties hereto executed an amendment to Agreement and Plan of
Merger dated as of February 26, 1999(as so amended, the "Agreement");

     WHEREAS, the parties hereto desire to further amend the Agreement as set
forth herein.

     NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     1. DEFINITIONS.  All capitalized terms used but not defined herein shall
have the meaning set forth in the Agreement.

     2. CONDITIONS TO THE MERGER.

     (a) The parties hereto hereby agree that Section 6.2(f) of the Agreement
shall be amended and restated as follows:

          "(f) 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 April
     26, 1999. Absent written notification by Miami Subs, within the five (5)
     business days immediately after such date, this condition shall be deemed
     waived."

     (b) The parties hereto hereby agree that Section 6.3(f) of the Agreement
shall be amended and restated as follows:

          "(f) Nathan's and Merger Sub shall, in their sole and absolute
     discretion, be satisfied with the results of its due diligence with respect
     to Miami Subs; provided that such due diligence must be completed by no
     later than April 26, 1999. Absent written notification by Nathan's and
     Merger Sub within the five (5) business days immediately after such date,
     this condition shall be deemed waived."

     3. TERMINATION.

     (a) The parties hereto hereby agree that Section 7.1(b) of the Agreement
shall be amended and restated as follows:

          "(b) by either Miami Subs or Nathan's if the Merger shall not have
     been consummated by July 31, 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

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     to occur on or before such date and such action or failure to act
     constitutes a breach of this Agreement."

     4. MISCELLANEOUS.  Except as specifically set forth herein, the Agreement
and its terms shall remain in full force and effect in accordance with its
provisions.

     IN WITNESS WHEREOF, Nathan's, Merger Sub and Miami Subs have caused this
Amendment No. 2 to be signed by themselves or their duly authorized respective
officers, all as of the date first written above.

                                          NATHAN'S FAMOUS, INC.

                                          By: /s/ RONALD DeVOS
                                             -----------------------------------
                                              Ronald DeVos, Vice
                                              President -- Finance

                                          MIAMI ACQUISITION CORP.

                                          By: /s/ RONALD DeVOS
                                             -----------------------------------
                                              Ronald DeVos, Treasurer

                                          MIAMI SUBS CORPORATION

                                          By: /s/ JERRY WODA
                                             -----------------------------------
                                              Jerry Woda, Senior Vice
                                              President -- Finance

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