EXHIBIT
      10.33

    10b5-1
      Issuer Repurchase Instructions

    


    Issuer
      Securities Repurchase Instructions, dated June 11, 2008 (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 June 16,
      2008,
      and shall terminate upon the earlier of:

    


    (a) June
      15,
      2009;

    


    (b) such
      time
      as the aggregate purchase price for all shares of Common Stock purchased under
      these Instructions equals Six Million Dollars ($6,000,000.00), including without
      limitation all applicable fees, costs and expenses;

    


    (c) the
      receipt of written notice from the Issuer requesting the termination of the
      Instructions; provided that Issuer may request termination under this
      subsection 2(c) whenever a failure to do so would cause or contribute to,
      or allow or contribute to the continuation of, a breach of a covenant or
      obligation of Issuer in connection with any obligation other than those arising
      solely under these Instructions; or

    


    
      
        
        

      

      
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    (d) any
      time
      any trade contemplated hereunder shall result in a violation of, or adverse
      consequences under, applicable securities laws.

    


    3. Representations
      and Warranties.

    


    (a) Issuer
      represents and warrants that the Purchase of Common Stock pursuant to these
      Instructions has been duly authorized by the Issuer and is consistent with
      the
      Issuer’s Program.

    


    (b) Issuer
      understands that Broker may not be able to effect a Purchase due to a market
      disruption or a legal, regulatory or contractual restriction applicable to
      the
      Broker, in contrast with an exercise of discretion by Broker. If any Purchase
      cannot be executed due to a market disruption, a legal, regulatory or
      contractual restriction applicable to the Broker or any other event, Broker
      shall effect such Purchase as promptly as practical after the cessation or
      termination of such market disruption, applicable restriction or other event.
      

    


    (c) Issuer
      represents and warrants that it is not aware of material, nonpublic information
      and is entering into these Instructions in good faith and not as part of a
      plan
      or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange
      Act.

    


    (d) Issuer
      agrees that it shall not, directly or indirectly, communicate any information
      relating to the Common Stock or the Issuer to any employee of Broker or its
      affiliates who is involved, directly or indirectly, in executing these
      Instructions at any time while these Instructions are in effect. Issuer
      acknowledges and agrees that it does not have, and shall not attempt to
      exercise, any influence over how, when or whether to effect sales of Common
      Stock pursuant to these Instructions.

    


    (e) Broker
      agrees to notify Issuer by telephone and email, at the following number and
      e-mail address, of a Purchase pursuant to these Instructions within
      24 hours of any such purchase:

    


    Nathan’s
      Famous, Inc. 

    Ronald
      G.
      DeVos

    516-338-8500

    Email
      Address: redevos@nathansfamous.com

    


    (f) Broker
      agrees to make appropriate arrangements with the Issuer and its transfer agent
      to arrange for the delivery of the shares of Common Stock purchased pursuant
      to
      these Instructions.

    


    4. Compliance
      with the Securities Laws.

    


    It
      is the
      intent of the parties that these Instructions comply with the requirements
      of
      Rule 10b5-1(c)(1)(i)(B) and (c)(2) under the Exchange Act, and these
      Instructions shall be interpreted to comply with the requirements of
      Rule 10b5-1(c).

    


    
      
        
        

      

      
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    5. Confidentiality.“Confidential
      Information” means these Instructions and all information disclosed by the
      Issuer to the Broker, in writing, orally or by inspection of tangible media.
      Confidential Information shall not include any information which (a) was
      publicly known prior to the time of disclosure; (b) becomes publicly known
      after disclosure by the Issuer through no wrongful action or omission of the
      Broker; (c) is obtained by the Broker from a third party without breach of
      such third party’s obligations of confidentiality; or (d) is independently
      developed by the Broker without access to the Issuer’s Confidential Information.
      Broker agrees (i) not to use or disclose to any third party Confidential
      Information for any purpose other than as contemplated by these Instructions,
      and (ii) to use reasonable efforts to protect the secrecy of and avoid
      unauthorized use and disclosure of the Confidential Information, including
      without limitation, using at least the same degree of care it uses to protect
      its own confidential information. Notwithstanding the foregoing, Broker may
      use
      or disclose Confidential Information to the extent necessary to exercise its
      rights or fulfill its obligations hereunder, and/or to comply with applicable
      governmental regulations; provided that if Broker is required by law to make
      any
      public disclosure of Confidential Information to the extent it may legally
      do
      so, it will give reasonable advance notice to the Issuer of such disclosure
      and
      will use its reasonable efforts to secure confidential treatment of Confidential
      Information prior to its disclosure.

    


    6. Modification.
      These
      Instructions may be modified by Issuer provided such modification (i) is in
      writing; (ii) is made in good faith and not as a part of a plan or scheme
      to evade prohibitions of Rule 10b-5; and (iii)  is in accordance with
      the terms of the Program.

    


    7. Governing
      Law.
      These
      Instructions shall be governed by and constructed in accordance with the laws
      of
      the State of New York.

    


    


    [SIGNATURE
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    IN
      WITNESS WHEREOF,
      the
      undersigned have signed these Instructions as of the date first written
      above.

     

    
      
        	 	
                Nathan’s
                  Famous, Inc.

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                By:
                  

              	
                /s/
                  EricGatoff 

              	 
	 	 	
                Name:

              	
                Eric
                  Gatoff

              	 
	 	 	
                Title:

              	
                Chief
                  Executive Officer

              	 
	 	 	 	 	 
	 	
                Mutual
                  Securities, Inc.

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                By:
                  

              	
                /s/
                  Mitchell C. Voss

              	 
	 	 	
                Name:
                  

              	
                Mitchell
                  C. Voss

              	 
	 	 	
                Title:
                  

              	
                President