AMENDMENT NO. 6 TO AGREEMENT AND PLAN OF MERGER

   1

                        AMENDMENT NO. 6 TO AGREEMENT AND
                                 PLAN OF MERGER

     This Amendment No. 6 to Agreement and Plan of Merger (the "Amendment") is
made this 23rd day of June, 1999, by and among Nathan's Famous, Inc., a Delaware
corporation ("Nathan's"), Miami Acquisition Corp., a Florida corporation and a
wholly-owned subsidiary of Nathan's ("Merger Sub"), and Miami Subs Corporation,
a Florida corporation ("Miami Subs").

     WHEREAS, the parties hereto executed an Agreement and Plan of Merger dated
as of January 15, 1999;

     WHEREAS, the parties hereto executed Amendment No. 1 to Agreement and Plan
of Merger dated as of February 26, 1999;

     WHEREAS, the parties hereto executed Amendment No. 2 to Agreement and Plan
of Merger dated as of March 24, 1999;

     WHEREAS, the parties hereto executed Amendment No. 3 to Agreement and Plan
of Merger dated as of March 25, 1999;

     WHEREAS, the parties hereto executed Amendment No. 4 to Agreement and Plan
of Merger dated as of April 26, 1999;

     WHEREAS, the parties hereto executed Amendment No. 5 to Agreement and Plan
of Merger dated as of May 27, 1999(as so amended, the "Agreement");

     WHEREAS, the parties hereto desire to further amend the Agreement as set
forth herein.

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

     1. DEFINITIONS.  All capitalized terms used but not defined herein shall
have the meaning set forth in the Agreement.

     2. TERMINATION.

     (a) The parties hereto hereby agree that Section 7.1(b) of the Agreement
shall be amended and restated as follows:

          "(b) by either Miami Subs or Nathan's if the Merger shall not have
     been consummated by October 29, 1999; provided, however, that the right to
     terminate this Agreement under this Section 7.1(b) shall not be available
     to any party whose action or failure to act has been a principal cause of
     or resulted in the failure of the Merger to occur on or before such date
     and such action or failure to act constitutes a breach of this Agreement."

     3. MISCELLANEOUS.  Except as specifically set forth herein, the Agreement
and its terms shall remain in full force and effect in accordance with its
provisions.

                                      A-52
   2

     IN WITNESS WHEREOF, Nathan's, Merger Sub and Miami Subs have caused this
Amendment No. 6 to be signed by themselves or their duly authorized respective
officers, all as of the date first written above.

                                          NATHAN'S FAMOUS, INC.

                                          By: /s/ XXXXX XXXXXXX
                                             -----------------------------------
                                              Xxxxx Xxxxxxx, President
                                              and Chief Operating Officer

                                          MIAMI ACQUISITION CORP.

                                          By: /s/ XXXXX XXXXXXX
                                             -----------------------------------
                                              Xxxxx Xxxxxxx, President

                                          MIAMI SUBS CORPORATION

                                          By: /s/ XXXXXX XXXXXX
                                             -----------------------------------
                                              Xxxxxx Xxxxxx, President

                                      A-53