SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                                (Amendment No. )

                             MIAMI SUBS CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   593-736-10
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                            Nancy D. Lieberman, Esq.
                    Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                            Jericho, New York 11753
                                 (516) 822-4820
- --------------------------------------------------------------------------------
(Name , Address and Telephone Number of Person Authorized to Receive Notice and
                                 Communications)

                                November 25, 1998
- --------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.


                         (Continued on following pages)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

                             SCHEDULE 13D

CUSIP No. 593-736-10

1    Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person
     Nathan's Famous, Inc.

2    Check the Appropriate Box if a Member of a Group*      (a) [ ]  (b)  [ ]
                                                                         
3    SEC Use Only:

4    Source of Funds:                       WC

5    Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
     2(d) or 2(e) [ ]

6    Citizenship or Place of Organization:  Delaware

7    Number of Shares
     Sole Voting Power:  8,121,000

8    Beneficially
     Shared Voting Power:  -0-

9    Owned by Each Reporting
     Sole Dispositive Power:  8,121,000

10   Person With
     Shared Dispositive Power:  -0-

11   Aggregate Amount Beneficially Owned by Each Reporting Person: 8,121,000

12   Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [ ]

13   Percent of Class Represented by Amount in Row (11): 29.9%

14   Type of Reporting Person*:   CO

Item 1: Security and Issuer.

  The  securities  to which  this  Schedule  13D relate are the shares of Common
Stock,  par value  $.01 per  share (  "Shares")  of Miami  Subs  Corporation,  a
corporation organized under the laws of the State of Florida. The address of the
Issuer's  principal  executive  office is 6300 NW 31st Avenue,  Fort Lauderdale,
Florida 33309.

Item 2:

  This statement is being filed by Nathan's Famous, Inc. ("Nathan's"). Nathan's,
a Delaware corporation,  has its principal business and principal office located
at 1400 Old Country  Road,  Westbury,  New York  11590.  Nathan's  operates  and
franchises  fast food units featuring its famous  all-beef  frankfurters,  fresh
crinkle-cut french fried potatoes, and a variety of other menu offerings.

  During the last five years,  Nathan's has neither been convicted in a criminal
proceeding  (excluding  traffic  violations or similar  misdemeanors) nor been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  as a result of which  Nathan's  was or is subject  to a  judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

Item 3:     Source or Amount of Funds or Other Consideration.

  The funds used in  connection  with the  purchase of the  8,121,000  shares of
common stock of the Issuer consisted of Nathan's working capital.

  The common stock and warrants to purchase shares of the Common Stock, $.01 par
value per share, of Nathan's which constitute the consideration for the exchange
of Shares to be issued upon  consummation of the Transaction (as defined in Item
4) shall be issued by Nathan's,  if and only if, a Merger  Agreement is executed
and such issuance and the merger are approved by the shareholders of Nathan's at
a meeting of shareholders to be called for such purpose.

Item 4:     Purpose of the Transaction.

  On  November  25,  1998,  Nathan's  acquired  8,121,000  Shares  in a  private
transaction.  In  connection  with  its  acquisition  of the  8,121,000  Shares,
Nathan's and the Issuer  entered into a letter  agreement  ("Letter  Agreement")
which  contemplates  the  execution and delivery by Nathan's and the Issuer of a
Merger  Agreement  which will provide for the merger of the Issuer with and into
Nathan's (the  "Transaction")  and the payment to the stockholders of the Issuer
in common stock and warrants of Nathan's (the "Transaction  Consideration).  The
Transaction  Consideration  for each share of Common  Stock of the Issuer  shall
consist of (a) a fraction of a share of common stock of Nathan's having a market
price of $.517  per  share at  closing;  provided  that  Nathan's  shall  not be
required to issue more than one share of its common  stock for each eight shares
of common stock of the Issuer; and (b) warrants to acquire Nathan's common stock
at an exercise price of $6.00 per share at the rate of one warrant for each four
shares of Nathan's  common stock  received by the Issuer's  stockholders  in the
Transaction.  Upon completion of the Transaction, the Issuer's Shares will cease
to be traded on the Nasdaq.

  It is  anticipated  that a member of the Issuer's  board of directors  will be
appointed  to serve as  directors  of  Nathan's.  Each of the  president,  chief
financial officer and vice-president of operations of the Issuer will be offered
employment contracts by Nathan's.

Item 5:     Interest in Securities of the Issuer.

  Nathan's owns 8,121,000, or 29.9%, of the outstanding Shares. Nathan's has the
sole right to vote or direct the vote and dispose or direct the  disposition  of
the 8,121,000 Shares owned by it.

  On November 25, 1998,  Nathan's  acquired  the  8,121,000  Shares in a private
transaction for $.517 per Share, or an aggregate $4,200,000.

Item 6: Contracts, Arrangements,  Understandings or Relationship with Respect to
        Securities of the Issuer.

  Nathan's  purchase of the 8,121,000 Shares was made pursuant to the terms of a
Stock Purchase  Agreement.  In connection  with such purchase,  Nathan's and the
Issuer entered into the Letter Agreement.  The Letter Agreement contemplates the
execution  and delivery of a Merger  Agreement  between  Nathan's and the Issuer
pursuant  to  which  the  Issuer  will  merge  with and  into  Nathan's  and the
stockholders  of the Issuer will receive,  for each share of Common Stock of the
Issuer:  (a) a fraction of a share of common  stock of Nathan's  having a market
price of $.517  per  share at  closing;  provided  that  Nathan's  shall  not be
required to issue more than one share of its common  stock for each eight shares
of common stock of the Issuer; and (b) warrants to acquire Nathan's common stock
at an exercise price of $6.00 per share at the rate of one warrant for each four
shares of Nathan's  common stock  received by the Issuer's  stockholders  in the
Transaction.

  Consummation  of the  Transaction  is subject to the execution and delivery of
the Merger Agreement which will require approval of the stockholders of Nathan's
and the Issuer and contain customary closing conditions.

  Exhibits (1) and (2) to this Statement on Form 13D are hereby  incorporated by
reference into this Item 6.


Item 7:     Exhibits

     (1) Stock Purchase  Agreement among Gus Boulis,  Miami Subs Corporation and
Nathan's Famous, Inc. dated as of November 25, 1998

     (2)  Letter  Agreement  between  Nathan's  Famous,   Inc.  and  Miami  Subs
Corporation.

Signature.
  After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true complete and correct.

December 3, 1998
- -----------------------------------------------------
Date

/s/ Wayne Norbitz
- -----------------------------------------------------
Signature

Wayne Norbitz/President and Chief Operating Officer
- -----------------------------------------------------
Name/Title                    Nathan's Famous, Inc.

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).

                             NATHAN'S FAMOUS, INC.
                                   GUS BOULIS

                             MIAMI SUBS CORPORATION
                                 --------------
                            STOCK PURCHASE AGREEMENT








                           TABLE OF CONTENTS                    Page

SALE AND PURCHASE OF SHARES. . . . . . . . . . . . . . . . . .    1
       Section 1.1    Sale and Purchase of Shares. . . . . . .    1
       Section 1.2    Payment for Shares . . . . . . . . . . .    1
       Section 1.3    Escrow . . . . . . . . . . . . . . . . .    1
CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
       Section 2.1    Closing. . .  . . . . . . . . . .. . . .    2
       Section 2.2    Deliveries by Selling Shareholder. . . .    2
       Section 2.3    Deliveries by Purchaser. . . . . . . . .    3
       Section 2.4    Deliveries by Corporation. . . . . . . .    3
       Section 2.5    Termination in Absence of Closing. . . . . .3
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER.  . . . . . 4
       Section 3.1    Representations Relating to Selling 
                        Shareholder. . . . . . . . . .  . . . . . 4
       Section 3.2    Representations Relating to Corporation. . .4
REPRESENTATIONS AND WARRANTIES OF PURCHASER. . . . . .. . .. . . .9
       Section 4.1    Authority, Approval and Enforceability  . . 9
       Section 4.2    No Defaults or Consents. . .. . . . . . . . 9
       Section 4.3    No Proceedings . . . . . . . . . . . . . . .10
       Section 4.4    Acquisition For Investment . . . . . . . . .10
       Section 4.5    No Convictions . . . . . . . . . . . . . . .10
CONDITIONS TO PARTIES' OBLIGATIONS . . . . . . . . . . . . . . . .10
       Section 5.1    Conditions to Obligations of the Selling 
                         Shareholder . . . . . . . . . .  . . . . 10
       Section 5.2    Conditions to Obligations of Purchaser . . .10
ADDITIONAL AGREEMENTS. . . .  . . . . . . . . . . . . . . . . . . 11
       Section 6.1    Further Assurances and Filings . . . . . .  11
       Section 6.2    Publicity. . . . . . . . . . . . . . . . .  12
       Section 6.3    Indemnity. . . . . . . . . . . . . . . . .  12
       Section 6.4    Non-Competition. . . . . . . . . . . . . .  13
       Section 6.5    Non-Disclosure . . . . . . . . . . . . . .  13
       Section 6.6    Non-Solicitation of Key Personnel. . . . .  14
       Section 6.7    Tradenames . . . . . . . . . . . . . . . .  14
       Section 6.8    Injunction . . . . . . . . . . . . . . . . .14
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . .  . . . . . 14
       Section 7.1    Notices. . . . . . . . . . . . . . . . . . .14
       Section 7.2    Specific Performance . . . . . .. . . . . . 15
       Section 7.3    Brokers. . . . . . . . . . . . . . . . . . .16
       Section 7.4    Costs and Expenses . . . . . . . . . . . . .16
       Section 7.5    Governing Law. . . . . . . . . . . . . . . .16
       Section 7.6    Entire Agreement; Amendments and Waivers . .16
       Section 7.7    Binding Effect and Assignment. . . . . . . .16
       Section 7.8    Remedies . . . . . . . . . . . . . . . . . .17
       Section 7.9    Disclosure Schedule. . . . . . . . . . . . .17
       Section 7.10   Multiple Counterparts. . . . . . . . . . . .17
       Section 7.11   References . . . . . . . . . . . . . . . . .17
       Section 7.12   Survival . . . . . . . . . . . . . . . . . .17
       Section 7.13   Attorneys' Fees. . . . . . . . . . . . . . .17
       Section 7.14   Investigations; Representations and 
                        Warranties. . . . . . . . . . . . . . . . 17
 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
       Section 8.1    Affiliate. . . . . . . . . . . . . . . . . .18
       Section 8.2    Collateral Agreements. . . . . . . . . . . .18
       Section 8.3    Contracts. . . . . . . . . . . . . . . . . .18
       Section 8.4    Damages. . . . . . . . . . . . . . . . . . .18
       Section 8.5    Governmental Authorities . . . . . . . . . .18
       Section 8.6    Knowledge. . . . . . . . . . . . . . . . . .18
       Section 8.7    Legal Requirements . . . . . . . . . . . . .18
       Section 8.8    Permits. . . . . . . . . . . . . . . . . . .18
       Section 8.9    Person . . . . . . . . . . . . . . . . . . .18
       Section 8.10   Properties . . . . . .  . . . . . . . . . . 19





                               DISCLOSURE SCHEDULE


Section 3.2(a)(iii). . . . . . . . . . . . . Subsidiaries
Section 3.2(c) . . . . . . . . . . . . . . . Options and Warrants
Section 3.2(f)(ii) . . . . . . . . . . . . . Material Liabilities
Section 3.2(g)(i). . . . . . . . . . . . . . Changes in Circumstances
Section 3.2 (g)(ii). . . . . . . . . . . . . Certain Changes
Section 3.2(j) . . . . . . . . . . . . . . . Defaults
Section 3.2(k) . . . . . . . . . . . . . . . Contracts
Section 3.2(m) . . . . . . . . . . . . . . . Properties
Section 3.2(n) . . . . . . . . . . . . . . . Intellectual Property
Section 3.2(o) . . . . . . . . . . . . . . . Employee Benefit Plans
Section 3.2(p) . . . . . . . . . . . . . . . Labor Relations

                                    EXHIBITS


Exhibit A . . . . . . . . . . . . . . . . . .Form of Selling Shareholder Release

Exhibit B . . . . . . . . . . . . . . . . . .Employment Term Sheet

Exhibit C . . . . . . . . . . . . . . . . . .Escrow Agreement






                            STOCK PURCHASE AGREEMENT
                            ------------------------  
     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the ____ day of November,  1998,  by and among (i) Nathan's  Famous,  Inc., a
Delaware corporation ("Purchaser"), (ii) Gus Boulis (the "Selling Shareholder"),
and (iii) Miami Subs  Corporation,  a Florida  corporation  (the  "Corporation")

                                    Recital
                                    -------
     The Selling Shareholder  desires to sell to Purchaser 8,121,000  fully-paid
and non-assessable shares of Common Stock of the Corporation, par value $.01 per
share (the  "Shares"),  and  Purchaser  desires to purchase  the Shares from the
Selling Shareholder, on the terms and conditions set forth herein.

                                   Agreement
                                   ---------
     NOW,  THEREFORE,  in consideration of the premises and mutual covenants set
forth in this Agreement and other good and valuable  consideration,  the receipt
and  sufficiency  of which is  hereby  acknowledged,  the  Corporation,  Selling
Shareholder and the Purchaser agree as follows:

                                   ARTICLE I
                SALE AND PURCHASE OF SHARESSALE AND PURCHASE OF SHARES  
                ------------------------------------------------------
     Section 1.1    Sale and  Purchase  of Shares.  On the terms and subject to 
the conditions of this Agreement,  at the Closing (as hereinafter defined),  the
Selling Shareholder shall sell, convey,  assign,  transfer and deliver, free and
clear of any and all  liens  and  encumbrances  of  whatever  character  and any
restrictions on transfer (except  applicable  Federal and state securities laws,
including the rules and regulations promulgated  thereunder),  to Purchaser, and
Purchaser shall purchase from the Selling Shareholder the Shares.

     Section  1.2   Payment  for Shares.  Subject to Section 1.3 hereof, as 
payment for the Shares to be purchased by Purchaser  hereunder,  Purchaser shall
pay to the Selling  Shareholder,  on the date and in the manner herein provided,
the sum of $4,200,000 (the "Purchase Price").

     Section 1.3 Escrow. At the Closing (as defined in Section 2.1 hereof),  the
Selling Shareholder,  the Purchaser and Greenberg Traurig, P.A., as escrow agent
("Greenberg Traurig"), shall enter into an escrow agreement in the form attached
hereto  as  Exhibit  C,  whereby  the  Seller  and  the  Purchaser  shall  place
concurrently the Shares (except the Pledged Shares [as defined in Section 3.1(b)
hereof]) and the Purchase Price, respectively, in escrow with Greenberg Traurig.
The Purchaser hereby  authorizes  Greenberg  Traurig to deliver a portion of the
Purchase Price to the institutions holding the Pledged Shares in order to obtain
the release of such Pledged Shares.  Upon its receipt of the Pledged Shares from
the  financial  institutions,   Greenberg  Traurig  shall  release  and  deliver
simultaneously the Shares and the balance of the Purchase Price to the Purchaser
and Selling  Shareholder,  respectively,  at which time the transaction shall be
deemed  effective  (the  "Effective  Time").  Notwithstanding  anything  to  the
contrary set forth herein,  this Agreement and the foregoing escrow  arrangement
shall  automatically  terminate within seven (7) business days of the Closing if
the Purchaser has not received the Shares (including the Pledged Shares).



                                   ARTICLE II
                                    CLOSING
                                    -------
     Section 2.1   Closing.   The closing of the transactions  contemplated by 
this  Agreement  (the  "Closing")  shall take place at the offices of  Greenberg
Traurig,  1221 Brickell Avenue,  Miami, Florida 33131 at 10:00 a.m. (local time)
on November  ___, 1998 or, if the  conditions  set forth in Section 5.2 have not
been satisfied or waived on such date,  such other date as may be agreed upon by
the parties.  The date upon which the Closing occurs is hereinafter  referred to
as the "Closing Date."


     Section 2.2 Deliveries by Selling Shareholder . At or prior to the Closing,
the  Selling  Shareholder  shall  deliver to  Purchaser: 

     (i) a certificate or certificates representing the Shares, duly endorsed in
blank for transfer,  or with appropriate stock powers in blank attached, in form
and substance  sufficient to convey to Purchaser  good title to all such Shares,
free and clear of all liens and encumbrances;

     (ii)  the  resignations,  effective  the  Effective  Time,  of the  Selling
Shareholder  and Greg Karan from all officer,  director and other positions with
the Corporation;

     (iii) a certificate  executed by the Selling Shareholder to the effect that
the conditions set forth in Section 6.2(a) hereof have been satisfied;

     (iv) a release  executed and delivered by the Selling  Shareholder,  in the
form of Exhibit "A" hereto;

     (v) an  instrument  executed and delivered by the Selling  Shareholder,  in
form and substance  satisfactory to Purchaser,  confirming that: (a) all amounts
previously  due and payable to the  Selling  Shareholder  under any  agreements,
arrangements  or  understandings  between the  Corporation  or any  wholly-owned
subsidiary thereof and the Selling Shareholder or any entity controlled directly
or indirectly by the Selling  Shareholder have been paid in full (except for any
amounts owed under any real estate property lease between the Corporation or any
wholly  owned  subsidiary  thereof  and the  Selling  Shareholder  or any entity
controlled  directly or indirectly by Selling  Shareholder) and (b) there are no
employment,  compensation and  indebtedness  arrangements or other agreements or
understandings  between the Corporation or any wholly owned  subsidiary  thereof
and the Selling  Shareholder or any entity controlled  directly or indirectly by
the Selling  Shareholder,  including whereby the Company is obligated to pay any
sums going forward  (except for any real property lease between the  Corporation
or any wholly owned subsidiary thereof and the Selling Shareholder or any entity
controlled directly or indirectly by Selling  Shareholder,  that Indemnification
Agreement  dated  October  28,  1994  between  the  Corporation  and the Selling
Shareholder  and that Letter  Agreement  dated  December  28,  1994  between the
Corporation and Kavala, Inc.);

     (vi) such other certificates and other evidence as Purchaser may reasonably
request as to the satisfaction of the conditions to Purchaser's  obligations set
forth herein and as to such other matters as Purchaser may  reasonably  request;
and

     (vii)   surrender  for   cancellation   by  Selling   Shareholder  and  the
Corporation,  any outstanding options or warrants  beneficially owned by Selling
Shareholder  or  any  entity  directly  or  indirectly   controlled  by  Selling
Shareholder for the purchase of any capital stock of the Corporation.



     Section 2.3 Deliveries by Purchaser. At or prior to the Closing,  Purchaser
shall  deliver to the Selling  Shareholder,  the payment  required to be made at
Closing.

     Section 2.4  Deliveries  by Corporation . At or prior to Closing,  the
Corporation shall deliver to Purchaser:  

     (i) a certificate  from the Secretary of the Corporation  certifying to and
attaching a copy of a resolution  of the Board of  Directors of the  Corporation
approving:  (a) the transactions  represented by this Agreement  consistent with
the  Florida   control-share   acquisition  statute,  and  (b)  the  Purchaser's
appointment  of three  members  to the  Board of  Directors  of the  Corporation
effective as of the Effective Time  (including  designating  such members as the
Board's  nominees  at the  Corporation's  next annual  shareholders'  meeting or
special meeting held in place thereof); and

     (ii)  evidence  satisfactory  to  Purchaser  that the  "Change of  Control"
Agreements with each of Donald Perlyn and Jerry Woda shall be cancelled upon the
Corporation's execution and delivery to each such person an employment agreement
embodying the terms set forth in Exhibit B attached hereto.



Section 2.5    Termination in Absence of Closing.  

     (a) General.  Subject to the provisions of Section 2.5(b),  if by the close
of business on November ___,  1998,  the Closing has not  occurred,  then either
Purchaser or the Selling Shareholder may thereafter  terminate this Agreement by
written  notice to such  effect to the  other,  without  liability  of or to any
parties to this Agreement, or any shareholder,  director,  officer,  employee or
representative of such party,  unless the reason for Closing having not occurred
is, if all of the conditions to such party's obligations set forth in Article VI
have been  satisfied or waived in writing by the date  scheduled for the Closing
pursuant to Section  2.1,  the failure of such party to perform its  obligations
under this  Article II on such date;  provided,  however,  that any  termination
pursuant to this Section 2.5 shall not relieve any party hereto of any liability
for (i) such party's willful breach of the provisions of this Agreement, or (ii)
if all of the  conditions  to such party's  obligations  set forth in Article VI
have been  satisfied or waived in writing by the date scheduled for the Closing,
the failure of such party to perform its  obligations  under this  Article II on
such date.

     (b)  Selling  Shareholder  Breach.  This  Agreement  and  the  transactions
contemplated  herein may be terminated  and abandoned at any time on or prior to
the  Closing  Date if (i) any  representation  or  warranty  made by the Selling
Shareholder herein for the benefit of Purchaser, or any certificate, schedule or
document  furnished by the Selling  Shareholder  to  Purchaser  pursuant to this
Agreement,  is untrue in any material respect, or (the Selling Shareholder shall
have  defaulted  in any  material  respect in the  performance  of any  material
obligation  under  this  Agreement;  provided,  however,  that  any  termination
pursuant to this Section 2.5(b) shall not relieve the Selling Shareholder of any
Damages for breach or default as described in clauses (i) or (ii) above.

     (c) Purchaser  Breach.  This  Agreement and the  transactions  contemplated
herein may be  terminated  and  abandoned at any time on or prior to the Closing
Date if (i) any  representation or warranty made by the Purchaser herein for the
benefit of the Selling  Shareholder,  or any  certificate,  schedule or document
furnished  by  the  Purchaser  to  the  Selling  Shareholder  pursuant  to  this
Agreement,  is untrue in any material respect,  or (ii) the Purchaser shall have
defaulted in any material respect to the performance of any material  obligation
under this Agreement;  provided,  however, that any termination pursuant to this
Section  2.5(c)  shall not  relieve the  Purchaser  of any Damages for breach or
default as described in clauses (i) or (ii) above.


                                   ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER
              -----------------------------------------------------

     3.1   Representations   Relating  to  Selling   Shareholder.   The  Selling
Shareholder represents to Purchaser as follows:

     (a) Authority and Enforceability. This Agreement has been duly executed and
delivered by the Selling  Shareholder.  Selling  Shareholder  has all  requisite
power and authority to execute and deliver this  Agreement,  to  consummate  the
transactions  contemplated  hereby,  and to perform his  obligations  hereunder.
Assuming the due execution and delivery of this Agreement by the Corporation and
Purchaser, this Agreement constitutes the legal, valid and binding obligation of
the Selling  Shareholder,  enforceable in accordance  with its terms,  except as
such enforcement may be limited by general equitable principles or by applicable
bankruptcy,  insolvency, moratorium, or similar laws and judicial decisions from
time to time in effect which affect creditors' rights generally.

     (b)  Ownership  and  Delivery  of Shares.  The  Selling  Shareholder  owns,
beneficially  and of record,  all of the  Shares  free and clear  (except,  with
respect to  2,425,000  Shares [the  "Pledged  Shares"])  of any and all pledges,
security  interests,   liens,  charges  or  other  encumbrances  of  any  nature
whatsoever. At the Effective Time, the Selling Shareholder will have transferred
valid title to such Shares to Purchaser,  free and clear of any and all pledges,
security interests,  liens, charges, agreements or commitments of any character,
subject  only  to  restrictions  arising  under  applicable  Federal  and  state
securities   laws  and  the  rules  and   regulations   promulgated   thereunder
("Securities Laws").

     (c) No Defaults or Consents.  Except as otherwise  contemplated hereby, the
execution  and  delivery  of  this  Agreement  by  Selling  Shareholder  and the
performance by him of his  obligations  hereunder will not violate any provision
of law or any  judgment,  award or decree or any  indenture,  agreement or other
instrument to which the Selling  Shareholder is a party, or by which the Selling
Shareholder or any of his properties or assets is bound or affected, or conflict
with,  result in a breach of or constitute  (with due notice or lapse of time or
both) a default under,  any such indenture,  agreement or other  instrument,  or
result in the creation or imposition of any lien,  charge,  security interest or
encumbrance  of any  nature  whatsoever  upon any of his  properties  or assets,
except to the  extent  that the  violation  or breach  would not have a material
adverse effect on the Corporation's business,  properties,  condition (financial
or otherwise),  results of operations or prospects (a "Material Adverse Effect")
or materially impair Selling Shareholder's ability to consummate the transaction
contemplated hereby.

     (d) Reliance on  Representations.  Selling  Shareholder has discussed with,
and relied upon the advice of Selling  Shareholder's counsel with regard to, the
meaning and legal  consequences  of Selling  Shareholder's  representations  and
warranties  herein  and the  considerations  involved  in making  an  investment
decision  with  respect  to the  sale of the  Shares,  and  Selling  Shareholder
understands   that  the   Corporation   and   Purchaser   are  relying  on  such
representations and warranties.

     Section 3.2  Representations  Relating to Corporation . Except as set forth
in  the  Disclosure  Schedule  (the  "Disclosure   Schedule")  hereto,   Selling
Shareholder hereby represents to Purchaser that he has no Knowledge of any facts
which would render any of the  representations  or warranties  contained in this
Section 3.2 inaccurate;

  (a)     Corporate Existence and Qualification;  Corporate Documents.

     (i) The Corporation is a corporation  duly organized,  validly existing and
in good  standing  under the laws of the State of Florida and has the  corporate
power to own, manage, lease and hold its Properties and to carry on its business
as such business is presently conducted.

     (ii) The minute  books of the  Corporation  contain a complete and accurate
record of all actions of the  stockholders  and  directors  (and any  committees
thereof) of the Corporation.

     (iii) Except as set forth in Section 3.2(a) of the Disclosure Schedule, the
Corporation  does  not  (x)  have  any  subsidiaries,  (y)  participate  in  any
partnership or joint venture,  or (z) own any  outstanding  capital stock of any
other corporation.

     (b) Authority,  Approval and  Enforceability.  This Agreement has been duly
executed and delivered by the Corporation, and the Corporation has all requisite
corporate  power and  authority  to  execute  and  deliver  this  Agreement,  to
consummate the transactions  contemplated hereby, and to perform its obligations
hereunder.  This Agreement and each Collateral Agreement to which Corporation is
a party constitutes,  or upon execution and delivery will constitute, the legal,
valid and binding obligation of the Corporation,  enforceable in accordance with
its  respective  terms,  except as such  enforcement  may be  limited by general
equitable principles or by applicable  bankruptcy,  insolvency,  moratorium,  or
similar  laws and  judicial  decisions  from time to time in effect which affect
creditors' rights generally.

     (c)  Capitalization  and Ownership.  The Corporation's  authorized  capital
stock  consists of 50,000,000  shares of common stock,  par value $.01 per share
(the "Common  Stock"),  and 8,000,000  shares of preferred stock, par value $.01
per share (the  "Preferred  Stock").  The Corporation has issued and outstanding
27,119,340  shares of Common Stock and no shares of Preferred  Stock. All of the
outstanding  shares of the  Corporation's  capital  stock  are duly  authorized,
validly issued, fully paid and nonassessable and were not issued in violation of
(i) any  preemptive  or other rights of any Person to acquire  securities of the
Corporation,  or (ii) any  applicable  Securities  Laws.  Except as set forth in
Section   3.2(c)  of  the   Disclosure   Schedule,   there  are  no  outstanding
subscriptions,  options,  convertible securities,  rights (preemptive or other),
warrants,  calls or  agreements  relating to any shares of capital  stock of the
Corporation.

     (d) No Corporation Default or Consents.  Neither the execution and delivery
of this Agreement nor the carrying out of any of the  transactions  contemplated
hereby will:

     (i) violate or conflict with any of the terms,  conditions or provisions of
the charter or bylaws of the Corporation;

     (ii) violate any Legal  Requirements  applicable  to the  Corporation,  the
violation of which would have a Material Adverse Effect on the Corporation;


     (iii) violate,  conflict with,  result in a breach of, constitute a default
under  (whether  with or  without  notice  or the  lapse  of time or  both),  or
accelerate or permit the  acceleration of the  performance  required by, or give
any other party the right to terminate, any Contract or Permit applicable to the
Corporation, the violation of which would have a Material Adverse Effect;

     (iv)  result  in the  creation  of  any  material  lien,  charge  or  other
encumbrance on the shares of capital stock or any Properties of the Corporation;
or

     (v) require the Corporation to obtain or make any waiver, consent,  action,
approval or  authorization  of, or registration,  declaration,  notice or filing
with, any private non-governmental third party or any Governmental Authority.

     (e) No  Proceedings.  No suit,  action or other  proceeding  is  pending or
threatened before any Governmental Authority seeking to restrain or prohibit the
Corporation's  entry into or consummation of this Agreement,  or seeking damages
against the  Corporation  or its Properties as a result of the  consummation  of
this Agreement.

  (f) Financial  Statements.

     (i) The Corporation's audited financial statements (including the notes and
schedules  thereto) for the fiscal years ended May 31, 1996,  1997 and 1998 (the
"Audited  Financial   Statements")  and  the  unaudited   financial   statements
(including  the notes and  schedules  thereto)  for the three month period ended
August 31, 1998 (the  "Unaudited  Financial  Statements"  and together  with the
Audited Financial  Statements,  the "Financial  Statements")  present fairly the
financial  condition and results of operations of the  Corporation for the dates
or periods  indicated  thereon  (except for normal  year-end  adjustments to the
Unaudited Financial Statements).

     (ii) Except as disclosed in Section 3.2(f)(ii) in the Disclosure Statement,
the Corporation does not have any material  liabilities or obligations  (whether
accrued,  absolute or contingent  and whether or not of a nature  required to be
reflected or reserved against in a balance sheet in accordance with GAAP), other
than (i)  liabilities  reflected  on the  Corporation's  August 31, 1998 balance
sheet (or as  disclosed  in the notes and  schedules  thereto),  (ii)  executory
contract  obligations,  and (iii) liabilities  incurred by the Corporation since
August  31,  1998  in the  ordinary  course  of  business,  none  of  which  are
individually or in the aggregate material to the Corporation.

  (g) Absence of Certain Changes.

     (i) of the Disclosure Schedule,  since August 31, 1998, to the Knowledge of
the Selling Shareholder, there has not been any change in circumstances that had
or is reasonably likely to have a Material Adverse Effect.

     (ii) Except as set forth in 3.2(g)(ii) of the  Disclosure  Schedule,  since
August 31, 1998, the Corporation has not done any of the following:

     (A) declared, set aside or paid any dividends, or made any distributions or
other payments in respect of its equity securities, or repurchased,  redeemed or
otherwise acquired any such securities;

     (B) created,  incurred,  assumed,  guaranteed or otherwise become liable or
obligated with respect to any indebtedness;

     (C) entered into, amended or terminated any material Contract;

     (D) sold, transferred,  leased, mortgaged, encumbered or otherwise disposed
of, or agreed to sell, transfer, lease, mortgage,  encumber or otherwise dispose
of, any material Properties;

     (E) incurred or approved,  or entered into any  agreement or  commitment to
make, any material expenditures;

     (F) committed to do any of the foregoing.

     (h) Compliance  with Laws. The Corporation is and has been in compliance in
all respects with any and all Legal Requirements  applicable to the Corporation,
other than failures to so comply that would not have a Material  Adverse Effect.
The  Corporation  has not  received or entered into any  citations,  complaints,
consent orders,  compliance  schedules,  or other similar  enforcement orders or
received any written notice from any Governmental Authority or any other written
notice that would indicate that there is not currently  compliance with all such
Legal Requirements.

     (i)  Litigation.  Except  as set  forth  in  the  notes  to  the  Financial
Statements,  there are no claims, actions, suits,  investigations or proceedings
against the  Corporation  pending or threatened in any court or before or by any
Governmental Authority,  or before any arbitrator,  that is reasonably likely to
individually or in the aggregate  result in a payment by the Corporation of over
$100,000  (whether  covered by  insurance  or not) and there is no basis for any
such claim, action,  suit,  investigation or proceeding that is likely to result
in a  judgment,  decree or order that could  reasonably  be  expected  to have a
Material Adverse Effect.

     (j)  Default.  Except as set  forth in  Section  3.2(j)  of the  Disclosure
Schedule,  the  Corporation  is not in default  under,  and no condition  exists
(whether  covered by insurance  or not) that with or without  notice or lapse of
time or both would  constitute a default  under,  or breach or violation of, any
Legal  Requirement,  Permit  or  Contract  applicable  to  the  Corporation,  or
accelerate or permit the acceleration of the performance required under, or give
any  other  party  the  right  to  terminate,  any  Contract  applicable  to the
Corporation,  other than defaults,  breaches,  violations or accelerations  that
would not have, individually or in the aggregate, a Material Adverse Effect.

     (k)  Contracts.  Except as set forth in  Section  3.2(k) of the  Disclosure
Schedule  or as  reflected  in the SEC  Filings  (as  defined in Section  3.2(l)
hereof),  the  Corporation  is not a party to or bound by any of the  following,
whether written or oral:

     (i) any Contract  providing  for payments  aggregating  over  $100,000 that
cannot  by its  terms be  terminated  by the  Corporation  with 30 days' or less
notice without penalty or whose term continues beyond one year after the date of
this Agreement;

     (ii) any Contract or commitment for capital expenditures by the Corporation
in excess of $100,000;

     (iii) any lease or license  with respect to any  material  assets,  real or
personal,  whether as landlord,  tenant, licensor or licensee,  except for those
reflected  in the  Financial  Statements  or  subsequently  entered  into in the
ordinary course of business.

     (iv) any agreement, contract, indenture or other instrument relating to the
borrowing of money or the guarantee of any obligation or the deferred payment of
the purchase price of any assets;

     (v) any partnership, management or profit sharing agreement;

     (vi) any Contract  with  Selling  Shareholder  or any  Affiliate of Selling
Shareholder;

     (vii) any agreement for the sale of any assets;

     (viii) any agreement  that purports to limit the  Corporation's  freedom to
compete freely in any line of business or in any geographic area; or

     (ix) any preferential  purchase right,  right of first refusal,  or similar
agreement.

All of the material Contracts  required to be listed in the Disclosure  Schedule
are valid,  binding and in full force and effect,  and the  Corporation  has not
been  notified  or advised by any party  thereto of such  party's  intention  or
desire to terminate or modify any such  Contract in any  material  respect,  and
neither the Corporation nor any other party is in breach of any of the terms and
covenants of any such material Contract.

     (l)  Information in SEC Filings.  None of the  information  included in the
Corporation's 1998 Annual Report on Form 10-K, Quarterly Report on Form 10-Q for
the quarterly  period ended August 31, 1998 and Preliminary  Proxy Statement for
the  Corporation's  1998  annual  shareholders'  meeting  (together,   the  "SEC
Filings"),  filed  pursuant to the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  contains any untrue statement of a material fact or omits
to state any material fact  required to be stated  therein or necessary in order
to make the statements  therein,  in light of the circumstances under which they
are made, not misleading.

     (m) Good Title to Properties.  Except as set forth in Section 3.2(m) of the
Disclosure Schedule and/or as reflected in the SEC Filings,  the Corporation has
good and  marketable  title to all of its Properties (as defined in Section 8.10
hereof) free and clear of any liens or  restrictions on use, except with respect
to leased  Properties  and except where any such lien or  restriction  would not
have,  individually  or in the  aggregate,  a  Material  Adverse  Effect  on the
Corporation.

     (n)  Intellectual  Property.  Except as set forth in Section  3.2(n) of the
Disclosure Schedule, the Corporation has no permits,  licenses and registrations
granted to or by the Corporation  (including  applications therefor) for the use
of: its corporate name, any trade or service mark, copyright,  patent,  process,
operational   manual,   technique  and  similar   property  by  the  Corporation
(collectively,  the  "Proprietary  Assets").  The  Corporation  owns  all of the
Proprietary Assets necessary to operate its business. No claim has been asserted
or threatened by any Person challenging the validity of any Proprietary Asset or
the use thereof by the Corporation.

     (o) Employee Benefit Plans.

     (i) Except as set forth in Section 3.2(o) of the Disclosure Schedule, there
are  no  employee  benefit  plans  (including  previously-maintained  plans)  or
arrangements  of any type  (including,  without  limitation,  plans described in
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended,
and the regulations thereunder ["ERISA"]), under which the Corporation has or in
the future could have  directly,  or  indirectly  through a Commonly  Controlled
Entity  (within the meaning of section  414(b),  (c) (m) and (o) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder ["Code"]),  any
liability with respect to any current or former  employee of the  Corporation or
any Commonly  Controlled Entity  (collectively,  the "Benefit  Plans").  No such
Benefit  Plan is  "multiple  employer  plan"  (within the meaning of the Code or
ERISA) or subject to Title IV of ERISA.

     (ii) With  respect  to each  Benefit  Plan  which is a  "welfare  plan" (as
defined in Section 3(1) of ERISA):  (1) no such plan  provides  medical or death
benefits  (whether or not insured)  with respect to current or former  employees
beyond their  termination of employment  (other than coverage  mandated by law);
(2) there are no reserves,  assets,  surplus or prepaid  premiums under any such
plan; and (3) the Corporation and any Commonly  Controlled  Entity have complied
with the requirements under Code section 4980B.

     (p)  Labor  Relations.  Except  as  set  forth  in  Section  3.2(p)  of the
Disclosure Schedule, the Corporation is in compliance with all federal and state
laws  respecting  employment and employment  practices,  terms and conditions of
employment,  wages and hours, and is not engaged in any unfair labor or unlawful
employment  practice.  Except as set forth in Section  3.2(p) of the  Disclosure
Schedule,  there is no unlawful  employment  practice or  discrimination  charge
pending or threatened against the Corporation before any Governmental Authority.
Except as set forth in Section  3.2(p) of the Disclosure  Schedule,  there is no
unfair labor practice charge or complaint,  grievance or arbitration against the
Corporation   pending  or  threatened   against  the   Corporation   before  any
Governmental Authority.  Except as set forth in Section 3.2(p) of the Disclosure
Schedule, there is no threatened labor strike, dispute,  slowdown or stoppage or
any representation question respecting the Corporation's employees.  There is no
collective bargaining agreement that is binding on the Corporation.

     (q)  Environmental  Matters.  The  Corporation has not received any written
communication  from any Person  (including any Governmental  Authority)  stating
that it may be a  potentially  responsible  party  under any  applicable  state,
federal and local laws,  regulations and rules, including common law, judgments,
decrees and orders relating to pollution,  the  preservation of the environment,
and the  release of material  into the  environment  ("Environmental  Law") with
respect to any actual or alleged  environmental  contamination or the release of
any  hazardous  substances;  no  Governmental  Authority  is  conducting  or has
conducted any  environmental  remediation or environmental  investigation  which
could reasonably be expected to result in material  liability or expense for the
Corporation  under  Environmental  Law;  the  Corporation  has not  received any
request for information under Environmental Law from any Governmental  Authority
with respect to any actual or alleged environmental contamination or the release
of  any  hazardous   substance,   except,  in  each  case,  for  communications,
environmental  remediation and investigations and requests for information which
would not, individually or in the aggregate, have a Material Adverse Effect; and
the Corporation has no liabilities under Environmental Law that, individually or
in the  aggregate,  have had or may  reasonably  be  expected to have a Material
Adverse Effect.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   ------------------------------------------- 
     Purchaser hereby represents and warrants to the Selling Shareholder that:

     Section 4.1  Authority,  Approval and  Enforceability.  The  Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware with full corporate power and authority to carry on its
business  as it is now  being  conducted  and to  own,  operate  and  lease  its
properties  and assets.  This  Agreement has been duly executed and delivered by
Purchaser.  Purchaser  has all  requisite  power and  authority  to execute  and
deliver this Agreement and all Collateral  Agreements  executed and delivered or
to be executed and delivered by it in connection with the transactions  provided
for  hereby,  to  consummate  the  transactions  contemplated  hereby and by the
Collateral  Agreements,  and to perform its obligations  hereunder and under the
Collateral  Agreements.  This Agreement and each  Collateral  Agreement to which
Purchaser  is  a  party  constitutes,   or  upon  execution  and  delivery  will
constitute, the legal, valid and binding obligation of Purchaser, enforceable in
accordance with its terms,  except as such enforcement may be limited by general
equitable principles or by applicable  bankruptcy,  insolvency,  moratorium,  or
similar  laws and  judicial  decisions  from time to time in effect which affect
creditors' rights generally.

     Section  4.2  No Defaults or  Consents . Except as  otherwise  contemplated
hereby,  the  execution  and delivery of this  Agreement  by  Purchaser  and the
performance  by  Purchaser  of its  obligations  hereunder  will not violate any
provision of law or any judgment, award or decree or any indenture, agreement or
other  instrument to which Purchaser is a party, or by which Purchaser or any of
its  properties or assets is bound or affected,  or conflict  with,  result in a
breach of or  constitute  (with  due  notice or lapse of time or both) a default
under,  any such  indenture,  agreement  or other  instrument,  or result in the
creation or imposition of any lien, charge,  security interest or encumbrance of
any nature whatsoever upon any of its properties or assets,  except in each case
to the  extent  that  the  violation  or  breach  would  not  materially  impair
Purchaser's ability to consummate the transaction contemplated hereby.

     Section 4.3  No Proceedings.  To the Purchaser's knowledge, no suit, action
or other proceeding is pending or threatened  before any Governmental  Authority
seeking to restrain or prohibit  Purchaser's  entry into or consummation of this
Agreement  or to restrain or prohibit the Closing,  or seeking  Damages  against
Purchaser as a result of the consummation of this Agreement.

     Section 4.4  Acquisition  For Investment  Purchaser is acquiring the Shares
for  investment and not with a view toward  distribution,  within the meaning of
applicable Federal securities laws.

     Section 4.5  No Convictions. There is no criminal conviction in the past of
Purchaser  or any of its  officers or  directors  which would  impair or bar the
Corporation  from  continuing  to hold or acquire  alcoholic  beverage  or other
governmental licenses.

                                    ARTICLE V

                       CONDITIONS TO PARTIES' OBLIGATIONS
                       ----------------------------------  

     Section 5.1  Conditions  to  Obligations  of the Selling  Shareholder.  The
obligation of the Selling Shareholder to carry out the transactions contemplated
by this Agreement are subject, at the option of the Selling Shareholder,  to the
satisfaction, or waiver by the Selling Shareholder, of the following conditions:

     (a) All  representations  and  warranties  of  Purchaser  contained in this
Agreement  shall be true and  correct  in all  material  respects,  and shall be
certified  as  such  by  Purchaser,  at  and  as  of  the  Closing  as  if  such
representations  and warranties  were made at and as of the Closing,  except for
changes permitted or contemplated by the terms of this Agreement,  and Purchaser
shall have  performed and  satisfied in all material  respects all covenants and
agreements  required by this Agreement to be performed and  satisfied,  and made
all deliveries required to be made, by it at or prior to the Closing, including,
but not limited to payment by  Purchaser  of the  Purchase  Price to the Selling
Shareholder.

     (b) As of the Closing Date, no suit, action or other proceeding  (excluding
any such matter initiated by or on behalf of the Selling  Shareholder)  shall be
pending or threatened  before any Governmental  Authority seeking to restrain or
prohibit the Closing or seeking  Damages  against the Selling  Shareholder  as a
result of the consummation of this Agreement.

     (c) The Corporation shall have received evidence,  reasonably  satisfactory
to it, of the consent to the transactions  contemplated by this Agreement of all
Governmental  Authorities  whose  consent  or  approval  is  required  to  avoid
violating in any material respect any applicable Legal Requirement.

     Section 5.2  Conditions to  Obligations  of Purchaser.  The  obligations of
Purchaser  to carry out the  transactions  contemplated  by this  Agreement  are
subject,  at  the  option  of  Purchaser,  to the  satisfaction,  or  waiver  by
Purchaser, of the following conditions:

     (a) All  representations  and warranties of the Selling Shareholder and the
Corporation  contained  in this  Agreement  shall  be true  and  correct  in all
material respects, and shall be certified as such by Selling Shareholder, at and
as of the Closing as if such  representations and warranties were made at and as
of the Closing Date,  except for changes  permitted or contemplated by the terms
of this Agreement,  and the Selling  Shareholder and the Corporation  shall have
performed and satisfied in all material  respects all  agreements  and covenants
required  by  this  Agreement  to be  performed  and  satisfied,  and  made  all
deliveries required to be made, by them at or prior to the Closing.

     (b) As of the Closing Date, no suit, action or other proceeding  (excluding
any such  matter  initiated  by or on behalf of  Purchaser)  shall be pending or
threatened  before any court or  Governmental  Authority  seeking to restrain or
prohibit the Closing or seeking Damages against  Purchaser or the Corporation as
a result of the consummation of this Agreement.

     (c) Since August 31, 1998 and up to and  including  the Closing there shall
not have been any Material Adverse Effect on the Corporation.

     (d) Purchaser shall have received written  evidence,  in form and substance
satisfactory to Purchaser,  of the consent to the  transactions  contemplated by
this Agreement of all governmental, quasi-governmental and private third parties
(including,  without  limitation,  lessors,  lenders,  persons or other entities
leasing real or personal  property to the Corporation)  where the absence of any
such consent  would result in a violation of Legal  Requirements  or a breach or
default under any material Contract to which the Corporation is a party.

     (e) There shall not be any action taken, or any statute,  rule,  regulation
or order enacted,  entered,  enforced or deemed  applicable to the  transactions
contemplated  hereby, by any Governmental  Authority which imposes any condition
or  restriction  upon  Purchaser,  the  Corporation  or any of their  respective
Affiliates,   including,  without  limitation,   requirements  relating  to  the
disposition  of  assets,  which in any such case would so  materially  adversely
impact the economic or business  benefits of the  transactions  contemplated  by
this Agreement as to render inadvisable the consummation of such transactions.

     (f) The Board of  Directors of the  Corporation  shall have  approved  this
Agreement (including Purchaser's  acquisition of the Shares contemplated hereby)
consistent  with  the  Florida   control-share   acquisition   statute  and  the
Purchaser's  appointment  of three  members  to the  Board of  Directors  of the
Corporation  effective as of the  Effective  Time  (including  designating  such
members as the Board's nominees at the Corporation's  next annual  shareholders'
meeting or special meeting held in place thereof),  and the Selling  Shareholder
and Greg Karan shall have  tendered  each of their  resignations  as provided in
Section 2.2(ii) hereof.

     (g)  Purchaser  shall have  received  evidence in  accordance  with Section
2.4(ii)  hereof  that the  "Change of  Control"  Agreements  with each of Donald
Perlyn and Jerry Woda shall be cancelled  upon the  Corporation's  execution and
delivery to each such person an  employment  agreement  embodying  the terms set
forth in Schedule A attached hereto.

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS
                              ---------------------
     Section  6.1  Further  Assurances  and  Filings .  Subject to the terms and
conditions of this Agreement,  prior to and subsequent to the Closing each party
hereto shall use its or his reasonable  efforts to take or cause to be taken all
actions and do or cause to be done all things  required under  applicable law in
order to give effect to the transactions contemplated hereby, including, without
limitation,  using its or his reasonable  efforts to obtain all  authorizations,
consents and approvals of any  Governmental  Authority or other person which are
required  for  or in  connection  with  the  consummation  of  the  transactions
contemplated  hereby and by the  Collateral  Agreements.  Without  limiting  the
generality of the foregoing, each of the Selling Shareholder,  Purchaser and the
Corporation expressly agrees to promptly make and file all applications, notices
and other  documents  necessary or  appropriate,  as  reasonably  determined  by
Purchaser, in order to ensure that no Governmental Authority will have the right
or alleged right to revoke, cancel, non-renew, restrict or withhold any material
license,  permit,  certificate  of  authority,  franchise  or  similar  approval
required in connection with the Corporation's business as currently conducted or
proposed to be conducted (each a "License"),  including those state, federal and
foreign  Governmental  Authorities  responsible  for the  granting,  suspension,
revocation,  condition and/or renewal of alcoholic beverage licenses and permits
and franchise licenses and permits granted to or applied for by the Corporation.
Each of the parties  hereto  shall  furnish to the others such  information  and
assistance  as any other party may  reasonably  request in  connection  with the
preparation  of any such  filings or  submissions  and  provide  the others with
copies of all  correspondence,  filings or communications  (or memoranda setting
forth the substance  thereof) between such party or any of its  representatives,
on the one hand, and any  Governmental  Authority or members of their respective
staffs,  on the other hand, with respect to this Agreement and the  transactions
contemplated hereby.

     Section  6.2   Publicity  .  Except  as   required  by   applicable   Legal
Requirements,  neither the Selling  Shareholder,  the  Corporation nor Purchaser
shall  issue or make,  or cause to be  issued or made,  any  public  release  or
announcement concerning this Agreement or the transactions  contemplated hereby,
without the others' prior written approval of the form and substance thereof.

     Section  6.3  Indemnity  (a)  From  and  after  the  Closing,  the  Selling
Shareholder  shall severally  indemnify and hold harmless  Purchaser and each of
its Affiliates,  directors,  officers and employees from and against any and all
Damages arising out of,  resulting from or in any way related to a breach of any
of the  representations,  warranties,  covenants  and/or  agreements made by the
Selling   Shareholder  in  this  Agreement  and/or  any  Collateral   Agreement.
Notwithstanding  anything  to the  contrary  set  forth in this  Agreement,  the
Selling Shareholder's maximum liability to Purchaser for indemnification  claims
hereunder shall not exceed the Purchase Price.

     From and after the Closing, Purchaser shall indemnify and hold harmless the
Selling  Shareholder and his heirs and personal  representative from and against
any and all Damages  arising out of,  resulting  from or in any way related to a
breach of any of the representations,  warranties,  covenants, and/or agreements
made by Purchaser in this Agreement and/or any Collateral Agreement.

     (b) Promptly after the assertion by any third party of any claim, demand or
notice (a "Third  Party  Claim")  against  any  Person or  Persons  entitled  to
indemnification  under this  Section  6.3(b) (the  "Indemnified  Parties")  that
result or may  result  in the  incurrence  by such  Indemnified  Parties  of any
Damages for which such Indemnified  Parties would be entitled to indemnification
pursuant to this Agreement,  such Indemnified  Parties shall promptly notify the
parties  from  whom such  indemnification  could be  sought  (the  "Indemnifying
Parties") of such Third Party Claim.  Thereupon,  the  Indemnifying  Party shall
have the right,  upon written notice (the "Defense  Notice") to the  Indemnified
Parties within thirty days after receipt by the Indemnifying Parties o of notice
of the Third Party Claim (or sooner if such claim so requires),  to conduct,  at
their own expense,  the defense against the Third Party Claim in their own names
or, if necessary,  in the names of the Indemnified  Parties.  The Defense Notice
shall specify the counsel the Indemnifying  Parties shall appoint to defend such
Third Party Claim (the "Defense Counsel") and the Indemnified Parties shall have
the  right  to  approve  the  Defense  Counsel,  which  approval  shall  not  be
unreasonably  withheld or delayed.  In the event the Indemnified Parties and the
Indemnifying  Parties  cannot  agree on such  counsel  within ten days after the
Defense Notice is give, then the Indemnifying Parties shall propose an alternate
Defense  Counsel,  which  shall be  subject  again to the  Indemnified  Parties'
approval  which  approval  shall not be  unreasonably  withheld or delayed.  Any
Indemnified  Party shall have the right to employ  separate  counsel in any such
Third Party claim and/or to participate in the defense thereof, but the fees and
expenses of such counsel  shall not be included as part of any Damages  incurred
by the Indemnified Party unless (A) the Indemnified Parties shall have failed to
give the Defense Notice within the prescribed period, (B) such Indemnified Party
shall  have  received  an  opinion  of  counsel,  reasonably  acceptable  to the
Indemnifying  Parties,  to the effect to the interests of the Indemnified  Party
and  the  Indemnifying  Parties  with  respect  to the  Third  Party  Claim  are
sufficiently  adverse to prohibit the representation by the same counsel of both
parties under applicable  ethical rules, or (C) the employment f such counsel at
the expanse of the Indemnifying Parties has been specifically  authorized by the
Indemnifying  Parties.  The party or parties conducting the defense of any Third
Party  Claim  shall  keep  the  other  parties   apprised  of  all   significant
developments  and shall not enter into any settlement,  compromise or consent to
judgment  with  respect to such Third  Party  Claim  unless the  Company and the
Selling Shareholder consent, such consent not to be unreasonably withheld.

     (c) The representations,  warranties, covenants and agreements set forth in
this Agreement, and the indemnities of the Selling Shareholder and Purchaser set
forth in this Section 6 in connection with the transactions  contemplated hereby
shall  survive the Closing,  except as expressly  provided in Section  6.3(d) or
otherwise in this Agreement.

     (d) All  representations  and  warranties of the parties  contained in this
Agreement shall expire,  terminate and be of no force and effect (or provide the
basis for any claim) and no party shall have any  obligation  to  indemnify  any
other party  hereunder  for any breach of a  representation  or warranty  unless
written notice of any indemnifiable claim resulting from such breach is received
prior to the first anniversary of the Closing Date.

     Section 6.4  Non-Competition  . For a period commencing on the Closing Date
and terminating on the third anniversary thereof (the "Restriction Period"), the
Selling  Shareholder  shall not,  directly or indirectly,  engage in or have any
interest in any sole proprietorship, partnership, corporation, limited liability
company,  business  or  any  other  Person,  whether  as an  employee,  officer,
director, partner, agent, shareholder, consultant or otherwise, that directly or
indirectly is engaged in any fast food restaurant  business that serves (a) gyro
sandwiches or submarine sandwiches as a major product or (b) otherwise competes,
directly or  indirectly,  with the  Corporation's  franchised  or company  owned
restaurant  business in the fast food industry throughout the United States, and
South America; provided, however, that nothing herein shall be deemed to prevent
Selling Shareholder from owning, solely as an investment,  less than one percent
of the outstanding  shares of any class of securities that is listed or admitted
for  trading on any  United  States  national  securities  exchange,  so long as
Selling  Shareholder is not a member of any "control  group" (within the meaning
of the  rules and  regulations  of the SEC) of the  issuer  of such  securities.
Selling Shareholder agrees that the covenant provided for in this Section 7.4 is
reasonable  and  necessary in terms of time,  activity and  territory to protect
Purchaser's  interest as buyer of the Shares,  which  includes its  interests in
protecting  the  Corporation's   valuable   confidential  business  information,
substantial  relationships with customers,  and customer goodwill. To the extent
that the  covenant  provided  for in this  Section  7.4 may later be deemed by a
court to be too  broad to be  enforced  with  respect  to its  duration  or with
respect to any  particular  activity or geographic  area,  the court making such
determination  shall  have the  power to  reduce  the  duration  or scope of the
provision,  and to add or  delete  specific  words  or  phrases  to or from  the
provision. The provision as modified shall then be enforced.

     6.5 Non-Disclosure . Prior to, during and after the Restriction Period, the
Selling Shareholder shall not disclose,  divulge,  furnish or make accessible to
anyone (other than Purchaser or the  Corporation  or any of their  Affiliates or
representatives) any Confidential  Information (as hereinafter  defined),  or in
any way use any Confidential  Information in the conduct of any business that is
competitive  with the  business  of the  Corporation;  provided,  however,  that
nothing  in this  Section  will  prohibit  the  disclosure  of any  Confidential
Information  which is required to be  disclosed  by Selling  Shareholder  or its
representatives in connection with any court action or any proceeding before any
Governmental  Authority if Selling Shareholder shall give notice to Purchaser of
the intention to disclose such  Confidential  Information  so that Purchaser may
contest the need for disclosure,  and Selling  Shareholder  shall cooperate (and
will cause its  representatives  to cooperate) with Purchaser in connection with
any such proceeding.  For purposes hereof, the term  "Confidential  Information"
means  information  of  any  kind  concerning  the  Corporation,  its  business,
financial condition, results of operations,  prospects, customers, marketing and
other business strategies,  sources of leads, methods of obtaining new business,
expansion  plans,   employees  and/or  dealings  with  Government   Authorities;
provided,  however, that Confidential  Information shall not include information
that is or becomes generally available to the public other than as a result of a
disclosure  by  Selling  Shareholder  or his  Affiliates  or any of his or their
employees,  agents,  accountants,  legal  counsel  or other  representatives  or
advisers.

     Section 6.6 Non-Solicitation of Key Personnel . In order to induce Purchase
to enter into this Agreement, during the Restriction Period, Selling Shareholder
shall not, directly or indirectly,  for him or for any other Person,  attempt to
employ  or enter  into any  contractual  arrangement  with any  employee  of the
Corporation  with the rank of  manager  or  higher  until  one year  after  such
person's  employment with the Corporation has ended.  Selling Shareholder agrees
that neither it nor any of its Affiliates will take any action to discourage any
such employees from continuing employment with the Corporation.

     Section 6.7  Tradenames  . In order to induce  Purchaser to enter into this
Agreement,  at no time during or  subsequent  to the  Restriction  Period  shall
Selling  Shareholder  or any of his  respective  Affiliates  (x)  engage  in any
business  that  utilizes or attempts to utilize the "Miami  Subs" or "Miami Subs
Grill" tradename or any derivative thereof which includes the words "Miami Subs"
or "Miami" , or (y) directly or indirectly represent and/or otherwise convey the
impression  that the Selling  Shareholder  is  affiliated  or involved  with the
Corporation as a director, officer or controlling shareholder.

     Section 6.8  Injunction . It is recognized and hereby  acknowledged  by the
parties  hereto that a breach or violation by Selling  Shareholder of any or all
of the  covenants and  agreements  contained in Section 6.4, 6.5, 6.6 and/or 6.7
hereof may cause  irreparable  harm and damage to the  Corporation in a monetary
amount which may be virtually  impossible  to  ascertain.  As a result,  Selling
Shareholder  recognizes  and  hereby  acknowledges  that the  Purchaser  and the
Corporation  shall be  entitled  to an  injunction  from any court of  competent
jurisdiction  enjoining and  restraining any beach or violation of any or all of
the  covenants  and  agreements  contained  in such  Sections 6.4 through 6.7 by
Selling Shareholder and that such right to injunction shall be cumulative and in
addition to whatever other rights or remedies the Purchaser and the  Corporation
may possess  hereunder,  at law or in equity.  Nothing contained in this Section
6.8 shall be construed to prevent the Purchaser and the Corporation from seeking
and recovering from Selling  Shareholder  damages sustained by it as a result of
any breach or violation by him of any of the covenants or  agreements  contained
herein.

                                  ARTICLE VII

                                  MISCELLANEOUS
                                  -------------
 
Section  7.1     Notices.

     (a)  Addresses.  Any notices,  requests,  demands and other  communications
required or permitted to be given  hereunder  must be in writing and,  except as
otherwise  specified  in  writing,  will be deemed to have been duly  given when
personally  delivered,  telexed or  facsimile  transmitted,  or three days after
deposit in the United States mail, by certified mail,  postage  prepaid,  return
receipt  requested,  as follows.  The addresses of the Corporation,  the Selling
Shareholder  and  Purchaser,  which shall be  considered  to be their last known
addresses unless subsequently  changed in accordance with the provisions of this
Agreement, are as follows:

To the Corporation:           Miami Subs Corporation
                              6300 Northwest 31st Avenue
                              Fort Lauderdale, Florida 33309
                              Attention:  Donald Perlyn, President

Copy to:                      Greenberg Traurig, P.A.
                              1221 Brickell Avenue
                              Miami, Florida  33131
                              Attention:  Harold E. Berritt, Esq.
                              Facsimile: 305-579-0717

To Selling Shareholder:       Gus Boulis
                              647 East Dania Beach Boulevard
                              Dania Beach, Florida 33004

Copy to:                      Chris A. Economou, Esq.
                              150 North Federal Highway
                              Suite 210
                              Fort Lauderdale, Florida 33301
                              Facsimile:  954-522-4659

To Purchaser:                 Nathan's Famous, Inc.
                              1400 Old Country Road
                              Westbury, New York  11590

Copy to:                      Blau, Kramer, Wactlar & Lieberman, P.A.
                              100 Jericho Quadrangle, Suite 225
                              Jericho, New York 11753
                              Attention:  David H. Lieberman, Esq.
                              Facsimile:  516-822-4824

Any party may change its address for the  purposes of this  Agreement  by giving
notice of such  change of  address to the other  parties  in the  manner  herein
provided for giving notice.

     (b) Form of  Notice.  Any  notice  or  communication  hereunder  must be in
writing,  and may be  personally  delivered or given by  registered or certified
mail,  return receipt  requested,  and if given by registered or certified mail,
shall be deemed to have been given and received  forty-eight hours after deposit
in the United States mail of a registered or certified  letter,  return  receipt
requested, containing such notice, properly addressed, with postage prepaid; and
if given  otherwise than by registered or certified  mail, it shall be deemed to
have been given when  received by the party to whom it is  addressed at the time
received.

     (c) Failure to Notify of Changed Address. It shall be the responsibility of
each of the  parties  to this  Agreement  to notify  all other  parties of their
respective  addresses  and  any  changes  thereof,  and  any  objections  to the
performance  of any act  required  hereunder  based  upon a failure to receive a
notice  mailed in conformity  with the  provisions  of this  Agreement  shall be
meritless.

     Section  7.2  Specific  Performance  . The  right to own the  Corporation's
capital stock is hereby declared by the parties hereto to be a unique right, the
loss of which is not susceptible to monetary quantification.  Consequently,  the
parties hereto agree that an action by Purchaser for specific performance of the
purchase and sale  obligations  created by this Agreement is a proper remedy for
the breach of its provisions should Purchaser elect to pursue such remedy rather
than terminate this Agreement as provided in Section 2.5.

     Section 7.3 Brokers . Regardless  of whether the Closing  shall occur,  (i)
the Selling  Shareholder  shall  indemnify and hold  harmless  Purchaser and the
Corporation  from and against any and all liability for any brokers' or finders'
fees  arising  with  respect to brokers  or finders  retained  or engaged by the
Selling  Shareholder  in  respect  of  the  transactions  contemplated  by  this
Agreement,  and (ii)  Purchaser  shall  indemnify  and hold harmless the Selling
Shareholder and the  Corporation  from and against any and all liability for any
brokers' or finders' fees arising with respect to brokers or finders retained or
engaged  by  Purchaser  in  respect  of the  transactions  contemplated  by this
Agreement.

     Section  7.4 Costs and  Expenses . Each of the  parties  to this  Agreement
shall bear his or its own expenses  incurred in connection with the negotiation,
preparation,  execution  and  closing  of this  Agreement  and the  transactions
contemplated hereby.

     Section  7.5  Governing  Law.  The  provisions  of this  agreement  and the
documents  delivered  pursuant  hereto  shall be  governed by and  construed  in
accordance with the laws of the State of Florida  (excluding any conflict of law
rule or principle  that would refer to the laws of another  jurisdiction).  Each
party hereto irrevocably submits to the jurisdiction of the Circuit Court of the
State of Florida,  Broward County,  Florida, in any action or proceeding arising
out of or relating to this  Agreement or any of the Collateral  Agreements,  and
each  party  hereby  irrevocably  agrees  that all claims in respect of any such
action or proceeding  must be brought and/or  defended in such court;  provided,
however, that matters which are under the exclusive  jurisdiction of the Federal
courts shall be brought in the Federal District Court for the Southern  District
of  Florida.  Each  party  hereto  consents  to  service of process by any means
authorized  by the  applicable  law of the forum in any action  brought under or
arising out of this  Agreement  or any of the  Collateral  Agreements,  and each
party irrevocably  waives, to the fullest extent each may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     Section 7.6 Entire  Agreement;  Amendments  and  Waivers.  This  Agreement,
together with all Collateral  Agreements and Disclosure  Schedules,  constitutes
the entire  agreement  between and among the parties  hereto  pertaining  to the
subject  matter  hereof and  supersedes  all prior  agreements,  understandings,
negotiations and discussions, whether oral or written, of the parties, and there
are no warranties,  representations  or other agreements  between the parties in
connection  with the  subject  matter  hereof  except as set forth  specifically
herein or  contemplated  hereby.  No supplement,  modification or waiver of this
Agreement  shall be binding unless  executed in writing by the party to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provision  hereof  (regardless of whether
similar),  nor shall any such  waiver  constitute  a  continuing  waiver  unless
otherwise expressly provided.


     Section 7.7 Binding Effect and Assignment.  This Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
permitted  successors  and assigns;  but neither this  Agreement  nor any of the
rights, benefits or obligations hereunder shall be assigned, by operation of law
or  otherwise,  by any party  hereto  (except  by the  Selling  Shareholder,  by
operation  of law, to his heirs and personal  representative)  without the prior
written  consent of each other  party.  Nothing  in this  Agreement,  express or
implied,  is intended to confer upon any person or entity other than the parties
hereto and their  respective  permitted  successors  and  assigns,  any  rights,
benefits or obligations hereunder.

     Section 7.8 Remedies.  The rights and remedies  provided by this  Agreement
are cumulative, and the use of any one right or remedy by any party hereto shall
not  preclude  or  constitute  a waiver  of its  right  to use any or all  other
remedies. Such rights and remedies are given in addition to any other rights and
remedies a party may have by law, statute, or otherwise.

     Section 7.9 Disclosure Schedule. The Disclosure Schedule referred to herein
is attached hereto and  incorporated  herein by this reference.  Disclosure of a
specific item in the Disclosure  Schedule shall be deemed restricted only to the
Section of this Agreement to which such disclosure  specifically  relates except
where (i) there is an explicit  cross-reference to another Section, and (ii) the
recipient  party could  reasonably  be expected  to  ascertain  the scope of the
modification to a representation intended by such cross-reference.

     Section 7.10 Multiple  Counterparts.  This Agreement may be executed in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

     Section 7.11  References.  Whenever  required by the context,  the singular
number shall include the plural and pronouns and any variations thereof shall be
deemed to refer to the masculine,  feminine,  neuter, singular or plural, as the
identification of a Person may require. References to monetary amounts, specific
named statutes and generally accepted  accounting  principles are intended to be
and shall be construed as references to United States  dollars,  statutes of the
United States of the stated name and United States generally accepted accounting
principles, respectively, unless the context otherwise requires.

     Section 7.12 Survival. Any and all representations and warranties set forth
in this  Agreement,  shall  not be  deemed  to be  merged  into or waived by the
execution  and delivery of the  instruments  executed at the Closing,  but shall
expressly  survive  Closing  for a period of  eighteen  (18) months and shall be
binding upon the party or parties obligated thereby in accordance with the terms
of this  Agreement,  subject  to any  limitations  expressly  set  forth in this
Agreement.

     Section  7.13  Attorneys  Fees.  In the  event  any  suit  or  other  legal
proceeding  is brought  for the  enforcement  of any of the  provisions  of this
Agreement,  the parties hereto agree that the prevailing  party or parties shall
be entitled to recover  from the other party or parties  upon final  judgment on
the  merits  reasonable  attorneys'  fees (and  sales  taxes  thereon,  if any),
including  reasonable  attorneys'  fees for any  appeal,  and costs  incurred in
bringing such suit or proceeding.

     Section 7.14 Investigations; Representations and Warranties. The respective
representations  and warranties of Purchaser and Selling  Shareholder  contained
herein or in any  certificate,  or other document  delivered by any party at the
closing shall not be deemed waived, vitiated or otherwise affected in any manner
or in any respect by any due diligence investigation made or not made by a party
hereto or by any actual or constructive knowledge a party may have had or should
have had on or before the Closing  that a  representation  or  warranty  made or
given by the other party  herein or any  Schedule  annexed  hereto was wholly or
party untrue,  misleading or  incomplete.  Also,  the rights and remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation,  warranty, covenant or agreement contained in this
Agreement  shall  in no way be  limited  by the fact  that  the  act,  omission,
occurrence  or other state of facts upon which any claim of any such  inaccuracy
or breach is based may also be the subject  matter of any other  representation,
warranty,  covenant or agreement  contained in this  Agreement ( or in any other
agreement between the parties) as to which there is no inaccuracy or breach.

                                  ARTICLE VIII

                                   DEFINITIONS
                                   -----------
     Capitalized  terms  used in this  Agreement  are  used as  defined  in this
Article X or elsewhere in this Agreement.


     Section 8.1 Affiliate. The term "Affiliate" shall mean, with respect to any
Person, any other Person controlling, controlled by or under common control with
such Person.  The term "control" as used in the preceding  sentence means,  with
respect to a corporation,  the right to exercise,  directly or indirectly,  more
than 50% of the  voting  rights  attributable  to the  shares of the  controlled
corporation  and,  with  respect to any Person  other  than a  corporation,  the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management or policies of such Person.

     Section 8.2 Collateral Agreements.  The term "Collateral  Agreements" shall
mean  any or all of the  exhibits  to this  Agreement  and  any  and  all  other
agreements,  instruments or documents  required or expressly provided under this
Agreement  to be executed  and  delivered in  connection  with the  transactions
contemplated by this Agreement.

     Section 8.3 Contracts. The term "Contracts",  when described as being those
of or applicable to any Person,  shall mean any and all  contracts,  agreements,
franchises,  understandings,   arrangements,  leases,  licenses,  registrations,
authorizations,  easements,  servitudes, rights of way, mortgages, bonds, notes,
guaranties, liens, indebtedness,  approvals or other instruments or undertakings
to which  such  Person  is a party or to which or by which  such  Person  or the
property of such Person is subject or bound, excluding any Permits.

     Section 8.4 Damages.  The term "Damages" shall mean any and all actual (but
not  consequential)  damages,   liabilities,   obligations,   penalties,  fines,
judgments,  claims,  deficiencies,  losses,  reasonable  costs and  expenses and
assessments  (including  without  limitation  income and other taxes,  interest,
penalties and attorneys' and accountants' fees and disbursements).

     Section 8.5 Governmental Authorities.  The term "Governmental  Authorities"
shall  mean any  nation or  country  (including  but not  limited  to the United
States) and any commonwealth,  territory or possession thereof and any political
subdivision  of any of the  foregoing,  including but not limited to the SEC and
other courts, departments, commissions, boards, bureaus, agencies, ministries or
other instrumentalities.

     Section 8.6 Knowledge.  The term "Knowledge" shall mean actual knowledge of
Selling Shareholder with respect to the matter in question, after due inquiry.

     Section  8.7  Legal  Requirements.  The  term  "Legal  Requirements",  when
described  as  being  applicable  to any  Person,  shall  mean  any and all laws
(statutory, judicial or otherwise), ordinances,  regulations, judgments, orders,
directives,  injunctions,  writs,  decrees or awards of, and any Contracts with,
any Governmental Authority, in each case as and to the extent applicable to such
person or such person's business, operations or Properties.

     Section 8.8  Permits.  The term  "Permits"  shall mean any and all permits,
legal  status,  orders or  Contracts  under any Legal  Requirement  or otherwise
granted by any Governmental Authority.

     Section 8.9 Person . The term  "Person"  shall mean any  individual  or any
corporation,  partnership,  limited  liability  company,  association  or  other
entity.

     Section  8.10  Properties.  The term  "Properties"  shall  mean any and all
properties and assets (real, personal or mixed, tangible or intangible) owned or
used by the Corporation.


                            [Signature Page Follows]

     IN WITNESS  WHEREOF,  the parties to this Agreement have hereunto set their
names as of the date first above written. 

                                   MIAMI SUBS CORPORATION


                                   By: /s/ Donald L. Perlyn
                                   ---------------------------------------------
                                   Name:   Donald L. Perlyn
                                   Title:  President & Chief Operating Officer


                                   /s/ Gus Boulis
                                   ---------------------------------------------
                                   Gus Boulis, Individually


                                   NATHAN'S FAMOUS, INC.


                                   By:  /s/ Howard M. Lorber
                                   ---------------------------------------------
                                   Name:    Howard M. Lorber
                                   Title:   




                                                             Exhibit 2

                              NATHAN'S FAMOUS, INC.






                                November 25, 1998

Miami Subs Corporation
6300 Northwest 31st Avenue
Fort Lauderdale, Florida 33309

Attention:  Mr. Donald Perlyn, President

Gentlemen:

  Nathan's  Famous,  Inc.,  a Delaware  corporation  (the  "Purchaser"),  hereby
submits this letter with regard to its proposal to acquire all of the  remaining
issued and  outstanding  shares of Common Stock  (including  the  assumption  of
options and  warrants  relating  thereto) of Miami Subs  Corporation,  a Florida
corporation  ("Miami Subs"),  by merging with Miami Subs and being the surviving
corporation  subsequent  to such  merger,  subject  to the  terms  herein,  such
purchase being referred to herein as the "Transaction."

  1. The  parties  will enter into a Merger  Agreement  which will  provide  for
payment to the  stockholders  of Miami Subs in common  stock and warrants of the
Purchaser (the "Transaction Consideration), which securities shall be registered
pursuant to a registration statement on Form S-4. The Transaction  Consideration
for each share of Common  Stock of Miami Subs shall  consist of (a) common stock
of Purchaser  having a market price of $.517 per share at closing  provided that
Purchaser shall not be required to issue more than one share of its common stock
for each eight shares of common stock of Miami Subs; and (b) warrants to acquire
Purchaser's  Common Stock at an exercise price of $6.00 per share at the rate of
one warrant for each four shares of  Purchaser's  common stock received by Miami
Subs  stockholders in the  Transaction.  The Transaction  Consideration  will be
appropriately  adjusted to reflect any stock split  (including  a reverse  stock
split),  dividend,  reclassification,  recapitalization  or similar  transaction
effectuated  by either the  Purchaser  or Miami Subs prior to the closing of the
Transaction.  The  Transaction  will  be  subject  to  shareholder  approval  by
Purchaser's  stockholders  and Miami Subs  stockholders  at special  meetings of
stockholders in accordance with applicable  state and Federal laws and Purchaser
and Miami Subs  receipt of fairness  opinions  indicating  that the  Transaction
Consideration   is  fair,  from  a  financial  point  of  view,  to  Purchaser's
stockholders or Miami Subs stockholders, as the case may be.

  2.  Consummation of the Transaction is contingent upon the Purchaser and Miami
Subs completing, and being satisfied with the results of, a due diligence review
of Miami Subs. and the Purchaser, as the case may be. The purpose of such review
is to provide the Purchaser and Miami Subs, as the case may be, with information

with regard to the operations and prospects of Miami Subs and the Purchaser,  as
the case may be, to ensure that the  acquisition is appropriate as proposed.  To
assist the  Purchaser  and Miami Subs,  as the case may be, in  conducting  this
review, Miami Subs and the Purchaser, as the case may be, will provide, or cause
to be provided,  all  information  with respect to itself as the  Purchaser  and
Miami Subs, as the case may be, may  reasonably  request,  including any interim
audited financial information.

  3. In addition to Miami Subs shareholder  approval and receipt of the fairness
opinion  referenced in item (1),  consummation of the Transaction is subject to,
among  other  things,  (a)  the  execution  of  mutually  acceptable  definitive
documentation  which contains such  representations,  warranties,  covenants and
other terms as are  customary,  (b) approval of the  Transaction by the Board of
Directors of the Purchaser and Miami Subs,  (c) consent to the  Transaction  and
the granting of any necessary  waivers by any necessary  third parties,  (d) the
absence of any pending or threatened litigation or other contingent  liabilities
or obligations  which could prevent the closing of the Transaction or materially
adversely affect the business of Miami Subs (the "Business"),  (e) compliance by
the  Purchaser  and  Miami  Subs with the  requirements  of  applicable  Florida
anti-takeover and related statutes.

   4. Whether or not the Transaction is completed,  each party will bear its own
expenses (including,  without limitation,  any broker's or finder's fees and any
attorney's and  accountant's  fees) incurred in connection  with this letter and
the Transaction.

   5. Miami Subs agrees that during the period from the date hereof  through the
closing  of the  Transaction  (a)  the  Business  will be  operated  only in the
ordinary  course,  (b) Miami Subs will not  dispose of any of its assets used in
connection with its business other than in the ordinary course of business,  and
(c) Miami Subs will not make any  distribution or any other payment,  in cash or
in  securities,  to its  shareholders,  officers,  directors  or  its  or  their
affiliates, other than salary paid in the ordinary course of business consistent
with past practice.  Additionally,  Miami Subs  represents and warrants that the
Business has been operated in the ordinary  course of business  since August 31,
1998.

   6. Miami Subs represents  that it has filed all forms,  reports and documents
required to be filed by it with the Securities and Exchange  Commission  ("SEC")
since  filing its Report on Form 10-Q for the quarter  ended August 31, 1998 and
has made  available to Purchaser  such forms,  reports and documents in the form
filed with the SEC. All such required  forms,  reports and documents  (including
those which Miami Subs may file subsequent to the date hereof) are designated as
the "SEC  Reports."  As of their  respective  dates,  the SEC  Reports  (i) were
prepared  in  accordance  with the  requirements  of the  Securities  Act or the
Exchange  Act,  as the case may be,  and the  rules and  regulations  of the SEC
thereunder applicable to the SEC Reports, and (ii) did not at the time they were
filed (or amended or superseded) contain any untrue statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.

   7. Miami  Subs  agrees to use its best  efforts to retain for the  benefit of
Miami  Subs all  employees  of Miami  Subs  determined  by the  Purchaser  to be
necessary to Miami Subs'  operations.  Purchaser agrees to enter into employment
agreements  with each of Donald Perlyn,  Jerry Woda and Frank Baron on the terms
and conditions set forth on Exhibit "A" attached hereto.

   8. From the date  hereof  until the  earlier  of (a) 60 days from the date of
this letter,  or (b) the date on which the parties have  terminated  discussions
regarding  the  Transaction,  Miami  Subs  shall  not,  and Miami Subs shall use
reasonably  commercial  efforts  to  cause  Miami  Subs to cause  its  officers,
directors,  employees and other agents not to, directly or indirectly,  take any
action to (i) solicit, initiate or encourage any offer or proposal or indication
of interest in a merger,  consolidation or other business combination  involving
any  capital  stock in, or a  substantial  portion of the assets of Miami  Subs,
other than in connection with the transactions  contemplated by the Transaction,
or (ii)  participate in any discussions or negotiations  regarding,  furnish any
information  with respect to,  assist or  participate  in, or  facilitate in any
other  manner  any  effort  or  attempt  by any  Person to do or seek any of the
foregoing. Miami Subs shall notify the Purchaser immediately if any person makes
any proposal, offer, inquiry, or contract with respect to any of the foregoing.

   9.  Without  the  consent  of Miami  Subs (in the case of  Purchaser)  or the
consent of  Purchaser  (in the case of Miami  Subs),  none of the parties  shall
issue any press  release  or make any  public  announcement  with  regard to the
Transaction;  provided,  however, nothing herein shall be deemed to prohibit any
party hereto from making any  disclosure  which its counsel  deems  necessary or
advisable in order to fulfill such party's disclosure obligations imposed by law
or the rules of any national  securities exchange or automated quotation system,
so long as the  disclosing  party uses all  commercially  reasonable  efforts to
consult with the other parties prior to such disclosure.

   10.  Each  of  the  Purchaser  and  Miami  Subs  agrees  that  it  will  keep
confidential (except for such disclosure to attorneys and other  representatives
as may be  appropriate  in  furtherance  of  this  transaction  and  except  for
disclosure as may be required by applicable  law) all  confidential  information
obtained  by it  from  the  other  party  or  parties  in  connection  with  the
Transaction.  Confidential information does not include any information that was
available  by a party on a  non-confidential  basis prior to its receipt of such
information or thereafter became publicly  available not as a result of a breach
of this  Agreement.  Information  shall be  deemed  "publicly  available"  if it
becomes a matter of public  knowledge or is contained in materials  available to
the public or is obtained from any source other than Purchaser or Miami Subs (or
their respective  directors,  officers,  employees,  agents,  representatives or
advisors), as the case may be.

   11. This letter shall be governed by and construed and enforced in accordance
with the laws of the  State of New York,  without  regard  to  conflicts  of law
principles thereof.

   If the above  properly  meets with your approval with respect to the proposed
Transaction, please sign where indicated below.


                                           NATHAN'S FAMOUS, INC.

                                           By: /s/ Howard M. Lorber
                                              ----------------------------------
                                                   Howard M. Lorber

Accepted and Agreed as of the date first above written:

MIAMI SUBS CORPORATION

By: /s/ Donald L. Perlyn
   -----------------------------
   Donald L. Perlyn
   President & Chief Operating Officer