THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of

January 1, 2000 (the "Effective Date"), by and between Nathan's Famous, Inc., a

Delaware corporation, with its principal office located at 1400 Old Country

Road, Westbury, New York 11590 (together with its successors and assigns

permitted under this Agreement, "Nathan's") and Howard M. Lorber, who resides at

8061 Fisher Island, Miami, Florida 33109 ("Lorber"), amends and restates in its

entirety the original agreement made and entered into as of November 8, 1993

between Nathan's and Lorber, as subsequently amended through the date hereof

(the "Prior Agreement").



                                   WITNESSETH:



      WHEREAS, Nathans' has determined that it is in the best interests of

Nathan's and its stockholders to continue to employ Lorber and to set forth in

this Agreement the obligations and duties of both Nathan's and Lorber; and



      WHEREAS, Nathan's wishes to assure itself of the services of Lorber for

the period hereinafter provided, and Lorber is willing to be employed by

Nathan's for said period, upon the terms and conditions provided in this

Agreement;



      NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein and for other good and valuable consideration, the receipt of

which is mutually acknowledged, Nathan's and Lorber (individually a "Party" and

together the "Parties") agree as follows:



1.    DEFINITIONS.



     (a)    "BENEFICIARY" shall mean the person or persons named by Lorber

pursuant to Section 19 below or, in the event that no such person is named who

survives Lorber, his estate.





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     (b)    "BOARD" shall mean the Board of Directors of Nathan's.

















     (c)    "CAUSE" shall mean:



          (i)  Lorber's conviction of a felony involving an act or acts of

dishonesty on his part and resulting or intended to result directly or

indirectly in gain or personal enrichment at the expense of Nathan's;



         (ii)  willful and continued failure of Lorber to perform his

obligations under this Agreement, resulting in demonstrable material economic

harm to Nathan's; or



        (iii)  a material breach by Lorber of the provisions of Sections 16 or

17 below to the demonstrable and material detriment of Nathan's.







        Notwithstanding the foregoing, in no event shall Lorber's failure to

perform the duties associated with his position caused by his mental or physical

disability constitute Cause for his termination.



        For purposes of this Section 1(c), no act or failure to act on the part

of Lorber shall be considered "willful" unless it is done, or omitted to be

done, by him in bad faith or without reasonable belief that his action or

omission was in the best interests of Nathan's. Any act or failure to act based

upon authority given pursuant to a resolution adopted by the Board or based upon

the advice of counsel for Nathan's shall be conclusively presumed to be done, or

omitted to be done, by Lorber in good faith and in the best interests of

Nathan's.



     (d)    "CHANGE IN CONTROL" shall mean the occurrence of any of the

following events:



          (I)  the acquisition by any individual, entity or group (within the

meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934

as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the

meaning of Rule 13d-3 promulgated under the Exchange Act) of voting



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securities of Nathan's when such acquisition causes such Person to own 15

percent or more of the combined voting power of the then outstanding voting

securities of Nathan's entitled to vote generally in the election of directors

(the "Outstanding Nathan's Voting Securities"); provided, however, that for

purposes of this subsection (I), the following acquisitions shall not be deemed

to result in a Change in Control: (A) any acquisition directly from Nathan's,

(B) any acquisition by Nathan's, (C) any acquisition by any employee benefit

plan (or related trust) sponsored or maintained by Nathan's or any corporation

controlled by Nathan's or (D) any acquisition pursuant to a transaction that

complies with clauses (A), (B) and (C) of subsection (iii) below; and provided,

further, that if any Person's beneficial ownership of the Outstanding Nathan's

Voting Securities reaches or exceeds 15 percent as a result of a transaction

described in clause (A) or (B) above, and such Person subsequently acquires

beneficial ownership of additional voting securities of Nathan's, such

subsequent acquisition shall be treated as an acquisition that causes such

Person to own 15 percent or more of the Outstanding Nathan's Voting Securities;

or

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