EXHIBIT 10.1

                             DISTRIBUTION AGREEMENT

                             ----------------------



THIS DISTRIBUTION AGREEMENT (hereinafter the "Agreement") is made as of the 10th

day of  October,  2001,  by and between  MARRIOTT  DISTRIBUTION  SERVICES,  INC.

(hereinafter "Marriott"), a Delaware corporation having its principal offices at

10400 Fernwood Road, Bethesda,  Maryland 20817 (mailing address: Marriott Drive,

Washington,  D.C. 20058), and NATHAN'S FAMOUS,  INC.  (hereinafter  "Buyer"),  a

Delaware  corporation  having its  principal  offices at 1400 Old Country  Road,

Suite 400, Westbury, NY 11590.



                                    Recitals

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     WHEREAS,  Marriott  operates  certain  distribution  centers  from which it

distributes  food and  related  supplies  to  foodservice  operations  which are

located within the service area of such distribution centers; and



     WHEREAS,  Buyer presently operates certain  restaurants listed on Exhibit A

in  which  it or an  affiliate  owns a  controlling  interest  (hereinafter  the

"Company  Units") and licenses and permits  others to operate or manage  certain

restaurants listed on Exhibit A-1 (hereinafter the "Franchised Units") under the

service mark "Nathan's  Famous,  Kenny Rogers Roasters and Miami Subs".  Company

Units and Franchised Units shall include additional  locations opened within the

Service  Area  of  the   Distribution   Centers  (as  those  terms  are  defined

hereinafter)  which  have the same  service  requirements,  characteristics  and

economics and are sometimes hereinafter collectively referred to as the "Units";

and



     WHEREAS,  Marriott and Buyer desire to enter into a  distribution  services

agreement  pursuant to which  Marriott  will  provide  certain  warehousing  and

distribution  services in connection with Buyer's operation of the Company Units

and Marriott will offer to provide certain warehousing and distribution services

in connection with the operation of the Franchised Units by various franchisees.







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

herein contained, the parties agree as follows:



     1.   Definitions.  As used in this  Agreement,  the  following  capitalized

          terms shall have the meanings indicated:



          a.  "Accounting  Period" shall mean each of  Marriott's  thirteen (13)

     four-week accounting periods.



          b.  "Agreed  Markup Per Case" shall mean for each full or partial case

     of Product  Supplied  by  Marriott  to the  Units,  the amount set forth in

     Section  4(a) payable by the Units to Marriott in excess of the Cost of the

     Product,  which  amount is intended as a  distribution  fee for Marriott to

     Supply Products to the Units.



          c. "Average  Cases Per  Delivery"  shall mean the sum of the number of

     full or partial  cases of Products  delivered to all Units in the aggregate

     during a specified  period of time divided by the number of deliveries made

     to all Units in the aggregate during such period of time, in each such case

     excluding any special deliveries.



          d. "Cost" shall mean an amount for each Product  based upon the sum of

     the  following:  (i) the latest  invoice  price (which  invoice price shall

     reflect any on-invoice promotional and advertising allowances,  free goods,

     rebates,  quantity  discounts,  and any other vendor provided discounts and

     allowances, except cash discounts and distributor rebates and allowances as

     described in Section 5 below) correctly billed to Marriott by a third party

     for a Product  Supplied by Marriott to the Units;  (ii) plus a proportional

     share of the  transportation  charge  incurred by Marriott to transport the

     Product to the Distribution Centers, or in those cases where Marriott picks

     up the Product from a Supplier or arranges for freight  consolidation,  the

     transportation  charge  Marriott would have been charged by the supplier to

     deliver  the  Product to the  Distribution  Centers;  (iii) plus the actual

     charge  per  Product  that  Marriott  is  required  to pay for  procurement

     services  associated with obtaining  contract pricing on Products for which

     Buyer has not obtained a contracted price from the supplier;  (iv) plus any

     applicable  sales,  use,  excise,  or other taxes,  whenever  assessed.  In

     defining Cost in the manner  described,  it is the intention of the parties

     as near as is  practical  to charge and pay for the actual price paid for a

     Product by Marriott  taking into account that  deliveries  to Marriott from

     suppliers  occur at different  prices,  due to the  effective  date of such

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