Issuer Securities Repurchase Instructions, dated February 5, 2009 (the “Instructions”), between Nathan’s Famous, Inc. (the “Issuer”) and Mutual Securities, Inc. (the “Broker”).

WHEREAS , Issuer has previously publicly announced a Securities Repurchase Program (the “Program”) for the repurchase of up to 500,000 shares of its common stock, par value $0.01 per share (the “Common Stock”);

WHEREAS, as part of the Program for the repurchase of its Common Stock, Issuer desires to implement the instructions set forth herein (the “Instructions”); and

WHEREAS , Issuer desires to appoint Broker as its single broker to repurchase shares of Common Stock on its behalf in accordance with these Instructions and the Program;

NOW, THEREFORE , the Issuer and Broker hereby agree as follows:

1.            Trading Requirements

(a)           Broker shall effect a repurchase (each a “Purchase”) of shares of Common Stock on each day on which the Nasdaq Global Market (“Nasdaq”) is open for trading at a price not in excess of the price per share limitations set forth in Exhibit A to this Agreement.

(b)           Broker shall purchase shares of Common Stock on the open Nasdaq market or in block purchases, subject to the (i) price per share and volume limitations set forth in Exhibit A to this Agreement, (ii) the termination provisions for these Instructions as set forth in Section 2 below, and (iii) any other limitation as set forth in these Instructions.

2.            Effective Date/Termination .  The Instructions shall become effective as of March 16, 2009, and shall terminate upon the earlier of:

(a)           March 15, 2010;

(b)           such time as the aggregate purchase price for all shares of Common S