$150,000,000

SBARRO, INC.

10.375% SENIOR NOTES DUE 2015

REGISTRATION RIGHTS AGREEMENT

January 31, 2007

Credit Suisse Securities (USA) LLC

Banc of America Securities LLC,

As Representatives of the Several Purchasers,

c/o Credit Suisse Securities (USA) LLC (Credit Suisse)

      Eleven Madison Avenue

      New York, New York 10010-3629

Dear Sirs:

Sbarro, Inc., a New York corporation (the Issuer), proposes to issue and sell to Credit Suisse Securities (USA) LLC and Banc of America Securities LLC (collectively, the Initial Purchasers), upon the terms set forth in a purchase agreement dated as of January 24, 2007 (the Purchase Agreement), $150,000,000 aggregate principal amount of its Senior Notes (the Initial Securities) to be unconditionally guaranteed (the Guaranties) by the guarantors listed on Schedule A hereto (the Guarantors and together with the Issuer, the Company). The Initial Securities will be issued pursuant to an Indenture, of even date herewith (the Indenture) among the Company, the Guarantors named therein and The Bank of New York (the Trustee). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the Holders), as follows:

1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 120 days after (or if the 120th day is not a business day, the first business day thereafter) the date of original issue of the Initial Securities (the Issue Date), file with the Securities and Exchange Commission (the Commission) a registration statement (the Exchange Offer Registration Statement) on an appropriate form under the Securities Act of 1933, as amended (the Securities Act), with respect to a proposed offer (the Registered Exchange Offer) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the Exchange Securities) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 240 days (or if the 240th day is not a business day, the first business day thereafter) after the Issue Date of the Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the Exchange Offer Registration Period).

If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holders business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

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