PROFESSIONAL SERVICES AGREEMENT

This PROFESSIONAL SERVICES AGREEMENT, dated as of January 31, 2007 (the Agreement), by and among Sbarro, Inc., a New York corporation (the Company), MidOcean SBR Holdings, LLC, a Delaware limited liability company (Parent), and MidOcean US Advisor, LP, a Delaware limited partnership (MidOcean).

WITNESSETH:

WHEREAS, the Company, Parent, MidOcean SBR Acquisition Corp., a New York corporation and an indirect wholly-owned subsidiary of Parent (Acquisition Corp), and the stockholders of the Company entered into an Agreement and Plan of Merger, dated as of November 22, 2006 (the Merger Agreement), pursuant to which Acquisition Corp was merged with and into Sbarro, resulting in the Company becoming an indirect wholly-owned subsidiary of Parent;

WHEREAS, MidOcean Partners III, L.P. and MidOcean Partners III-A, L.P., each a Cayman Islands exempted limited partnership, and MidOcean Partners III-D, L.P., a Delaware limited partnership (collectively, the MidOcean Partnerships), are members of Parent;

WHEREAS, MidOcean provides investment advisory services to the MidOcean Partnerships;

WHEREAS, MidOcean has performed financial, management advisory and other services (the Transaction Services) for the Company in connection with the transactions contemplated by the Merger Agreement and the Credit Agreements (as defined below) (the Transactions), including services in connection with (i) the retention of various financial and other advisors and consultants in connection with the Merger Agreement, and (ii) the structuring, implementation and consummation of the Transactions;

WHEREAS, Parent, the Company and their respective affiliates from time to time in the future may: (a) offer and sell or cause to be offered and sold equity or debt securities (such offerings, collectively, the Subsequent Offerings), including (i) offerings of membership interests of Parent to its employees and directors (Management Offerings), (ii) offerings of equity securities of the Company and (iii) offerings of debt securities to refinance any indebtedness of Parent, the Company and their respective affiliates or for other corporate purposes; and (b) repurchase, redeem or otherwise acquire securities of Parent, the Company and their respective affiliates (any such repurchase or redemption being referred to herein as a Redemption);

WHEREAS, each of Parent and the Company desires to receive financial and managerial advisory services from MidOcean, and MidOcean desires to provide such services to Parent and the Company; and

WHEREAS, the parties hereto recognize that claims might be made against and liabilities incurred by MidOcean, the MidOcean Partnerships, or related persons or affiliates, under applicable securities laws or otherwise, in connection with the Transactions or any Securities Offerings, or relating to other actions or omissions of or by Parent or the Company, or relating to

the provision by MidOcean of management consulting, monitoring and financial advisory services to Parent and the Company, and the parties hereto accordingly wish to provide for MidOcean, the MidOcean Partnerships, and related persons and affiliates to be indemnified in respect of any such claims and liabilities.

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

1. Definitions.

Agreement has the meaning set forth in the preamble.

Boards means the Parent Board and the Company Board.

Claim means, with respect to any Indemnitee, any claim against such Indemnitee involving any Obligation with respect to which such Indemnitee may be entitled to be defended and indemnified by the Company under this Agreement.

Closing Fee has the meaning set forth in Section 4(a).

Company has the meaning set forth in the preamble.

Company Board means the Board of Directors of the Company.

Credit Agreements means: (i) that certain indenture and note purchase agreement, each dated the date hereof, with respect to the issuance by the Company of $150 million of senior notes, and (ii) that certain credit agreement entered into between MidOcean SBR Acquisition Corp., the Company, Parent, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, Credit Suisse, as syndication agent, and Bank of America Securities LLC and Credit Suisse Securities (USA) LLC, as joint lead arrangers and book managers, in each case including all ancillary agreements and instruments entered into in connection therewith and as the same may be amended, restated, restructured, supplemented or otherwise modified from time to time (whether or not any of the foregoing have the effect of increasing the principal amount of indebtedness thereunder), and any replacement or refinancing thereof.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Expenses has the meaning set forth in Section 4(d).

Financial Advisory Fee has the meaning set forth in Section 4(c).

Financial Advisory Services has the meaning set forth in Section 3(b).

Indemnitee means each of MidOcean, the MidOcean Partnerships and their respective successors and assigns, and each of their respective directors, officers, partners, members, managers, employees, agents, advisors, representatives and controlling persons (within the meaning of the Securities Act).

2

Information has the meaning set forth in Section 3(c).

Management Fee has the meaning set forth in Section 4(b).

Management Offerings has the meaning set forth in the recitals.

Management Services has the meaning set forth in Section 3(a).

Merger Agreement has the meaning set forth in the recitals.

MidOcean has the meaning set forth in the preamble.

MidOcean Partnerships has the meaning set forth in the recitals.

Notice of Claim has the meaning set forth in Section 8(a).

Notice of Payment has the meaning set forth in Section 8(c).

Obligations means, collectively, any and all claims, obligations, liabilities, causes of actions, actions, suits, proceedings, investigations, judgments, decrees, losses, damages, fees, costs and expenses (including interest, penalties and fees and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect to third parties or otherwise at any time or from time to time.

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