Exhibit 4.02(c)




March 26, 2003


Sbarro, Inc.
401 Broadhollow Road
Melville, NY 11747



RE:      Covenant Violation Waiver and Amendment

Gentlemen:

     You have advised us that Sbarro,  Inc. (the "Company") has defaulted in the
performance  of certain of its  obligations  to Citibank,  N.A., as successor to
European  American  Bank  (the  "Bank")  as  specified  in that  certain  Credit
Agreement  dated September 23, 1999, as amended by a Covenant  Violation  Waiver
and Amendment dated as of March 18, 2002  (collectively,  the "Agreement") among
the Company,  Citibank,  N.A.,  as successor to European  American  Bank and the
lenders party  thereto by virtue of the Company  having  violated  subparagraphs
7.13 (a) and (b) of the Agreement by which the Company  agreed to maintain (i) a
Consolidated EBITDA to Consolidated  Interest Expense, as such terms are defined
in the  Agreement,  of not less than 1.9 to 1.0 and (ii) a  Consolidated  Senior
Debt to Consolidated EBITDA, as such terms are defined in the Agreement,  of not
greater than 4.7 to 1.0 at its fiscal year end December 29, 2002.

     Pursuant  to your  request,  the  Bank  agrees  to  waive  and  amend  such
requirements but limited to and only as particularly set forth herein.

     The waiver set forth above shall be limited  precisely as written and shall
not be deemed to (i) be a waiver of any other term or condition of the Agreement
or any of the instruments or agreements referred to therein, (ii) be a waiver of
the required  future  compliance  with such  provisions,  or (iii) prejudice any
right or rights  which the Bank may now have or may have in the future  under or
in connection with the Agreement.

     Accordingly, the Agreement is hereby amended by deleting subparagraphs 7.13
(a) and (b) in their entirety and substituting in lieu thereof the following:

<PAGE>



     "(a) CONSOLIDATED SENIOR DEBT TO CONSOLIDATED  EBITDA.  Permit the ratio of
Consolidated  Senior  Debt to  Consolidated  EBITDA as of the end of any  fiscal
quarter of the Company to be greater than the ratio set forth below opposite the
applicable period:

         Period                                      Ratio
         ------                                      -----

December 30, 2002 through December 27, 2003          6.50 : 1.00
December 28, 2003 and at all times thereafter        6.00 : 1.00


     (b) CONSOLIDATED EBITDA TO CONSOLIDATED INTEREST EXPENSE.  Permit the ratio
of  Consolidated  EBITDA to Consolidated  Interest  Expense as of the end of any
fiscal quarter of the Company to be less than the ratio set forth below opposite
the applicable period:

         Period                                      Ratio
         ------                                      -----

December 30, 2002 through December 27, 2003          1.40 : 1.00
December 28, 2003 and at all times thereafter        1.50 : 1.00"

     The   Company   represents   and   warrants   to  the  Bank  that  (i)  the
representations and warranties set forth in Article IV of the Agreement are true
and  correct on the date hereof as if made on the date hereof and (ii) except as
otherwise  specified above, no Event of Default,  as described in the Agreement,
has occurred and is continuing.

     Except as amended or waived  hereby,  all other terms and conditions of the
Agreement shall remain unchanged and continue in full force and effect.

     The Company  shall pay to the Bank upon the  execution  hereof a waiver and
amendment fee in the amount of $20,000.



<PAGE>


     If the foregoing  accurately  represents the understanding  reached between
the  Company and the Bank,  please  execute  and return to the  undersigned  the
attached copy of this letter together with the waiver and amendment fee by April
4, 2003.

Very truly yours,


CITIBANK, N.A.


By: /s/ Stuart N. Berman
--------------------------
Stuart N. Berman
Vice President


SBARRO, INC.


By: /s/ Mario Sbarro
---------------------
Mario Sbarro
President