[GRAPHIC OMITTED]
SBARRO.
[GRAPHIC OMITTED]
                                                            401 Broadhollow Road
                                                              Melville, NY 11747
                                                                  (631) 715-4100


December 10, 2004

PERSONAL & CONFIDENTIAL

Carmela Merendino
8 Threepence Drive
Melville, New York 11747

Dear Carmela:

         Based upon your job performance as Vice President Administration, and
in addition to the compensation and benefits you currently receive, this letter
will confirm that you will be eligible to a Special Event Incentive Bonus if you
are employed at the time of the Special Event. A Special Event shall be defined
as (i) the consummation of a public offering of Sbarro, Inc.'s ("Company")
common stock, or (ii) any change in the ownership or effective control of the
Company (other than changes which occur within the group of shareholders
constituting the current holders of the Company's common stock, members of their
families and trusts for their respective benefits), including without limitation
(a) the sale of fifty percent (50%) or more of the voting securities or assets
of the Company, (b) the liquidation or dissolution of the Company, and/or (c)
the merger of the Company with another entity whereby the shareholders of the
Company as of the date immediately preceding the effective date of the merger do
not own 50% or more of the outstanding voting power of the resulting entity as
of the effective date of the merger (the first of any such events being the
"Special Event"). If you are in the employment of the Company at the time of the
Special Event, you shall receive, within twenty (20) business days after such
Special Event a special bonus (the "Special Event Bonus"), payable in cash
(unless you and the Company agree otherwise). The Special Event Bonus shall be
in an amount equal to (i) one hundred thousand (100,000) (provided, however,
that such number shall be proportionately adjusted for any increase or decrease
in the number of outstanding shares of the Company's common stock which is
effected without the receipt of adequate consideration, in each case as
determined by the Board in its good faith sole discretion), multiplied by
(ii)(A)(1) the per share public offering price, minus the per share expenses
(including without limitation any underwriting discounts and commissions), as
reported to the Securities and Exchange Commission, if the Special Event is a
public offering, (2) the amount paid per share of common stock (net of expenses)
if the Special Event is the sale (other than through the consummation of a
public offering) of voting securities, (3) the amount paid (net of expenses) for
the Company's assets (proportionately increased if less than all of such assets
are sold), divided by the number of then outstanding shares of the Company's
common stock, if the Special Event is the sale of assets, (4) the per share
consideration paid to the stockholders of the Company for their shares of


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the Company's common stock, if the Special Event is a merger (and if such per
share consideration includes securities of the surviving entity, than the fair
market value of such securities at the time of the merger) or (5) the per share
liquidation proceeds paid to the Company's stock holders, if the Special Event
is the liquidation or dissolution of the Company, in each instance minus (B)
eight dollars and eighty-one cents ($8.81).

         This special event incentive bonus is being provided not only to
recognize the contribution you have made to Sbarro's to date, but in
anticipation of the time, effort and commitment you will provide to Sbarro, Inc.
in bringing a special event to fruition.

                                       Sincerely,


                                       /s/ Michael P. O'Donnell
                                       President and Chief Executive Officer