Exhibit 10


March 13, 1997



Mr. Thomas J. Russo
c/o Miami Subs Corporation
6300 N. W. 31st Avenue
Ft. Lauderdale, FL 33309



Dear Tom:

     This  letter  agreement is intended to set forth the arrangements between
you and Miami Subs Corporation (the "Company") with respect to the termination
of  your  employment  with  the  Company.



1.          The  parties  hereby acknowledge and agree that you resigned as an
officer, director and  employee  of  the  Company  effective  March  13, 1997.



     2.     a) For a period of twelve months from the date hereof or until you
obtain  other employment, whichever first occurs, you will be paid at the rate
of  $12,000  per  month  (or a pro rata portion thereof for any period of less
than  a  month) and the Company will continue to provide you with your current
benefits  (except  that  your  car  allowance  will  be a the rate of $500 per
month),  all  on  the same basis as payments are made and benefits provided to
officers  of  the  Company.



b)  Notwithstanding  the  terms  thereof, options to acquire shares of Company
stock will  be  exercisable  for  a  period  of 180 days from the date hereof.



c)  Notwithstanding  the  terms thereof, your $562,500 Non-Recourse Promissory
Note  dated  March  17,  1995  payable to the Company need not be repaid until
January  19,  1999.


     d)  You  shall  be  entitled  to  recover  from the Company your fees and
expenses  (including  attorneys'  fees)  in  the event you bring suit alleging
breach  of  any  provisions  of  this  Section  2.



     3.      You hereby release, remise and forever discharge the Company, its
legal  representatives,  successors  and  assigns,  past,  present  and future
directors, officers, employees, trustees, shareholders and affiliates from and
against  any  and all claims, cross-claims, third-party claims, counterclaims,
contribution claims, debts, demands, actions, promises, judgments, trespasses,
extents,  executions,  causes  of  action, suits, accounts, covenants, sums of
money,  dues,  reckonings,  bonds, bills, liens, attachments, trustee process,
specialists,  contracts, controversies, agreements, promises, damages, and all
other  claims  of  every kind and nature in law, equity, arbitration, or other
forum  which  you  now  have  or ever had up to and including the date of this
Agreement,  whether  absolute  or  contingent,  direct  or  indirect, known or
unknown.   Additionally, you hereby waive and release the Company from any and
all claims which you have, your successors or assigns have or may have against
the  Company  for, upon or by reason of any matter, cause or thing whatsoever,
including,  but not limited to a) those that might arise in your capacity as a
shareholder  of the Company (both individually and derivatively), or b) in any
way  related  to  your  employment  or  termination  of your employment by the
Company (including, without limitation, arising under the Employment Agreement
dated  January  14, 1994, as amended, whether or not you know them to exist at
the  present  time, including, but not limited to, rights under federal, state
or  local  laws  prohibiting  age  or other forms of discrimination, including
Title  VII  of the Civil Rights Act of 1964, as amended; Sections 1981 through
1988  of  Title  42  of  the  United  States  Code;  the Age Discrimination in
Employment  Act  of  1967, as amended; the Employee Retirement Income Security
Act  of  1974,  as  amended;  the Fair Labor Standards Act, the Americans with
Disabilities  Act,  as amended; the Family and Medical Leave Act; the National
Labor  Relations  Act,  as  amended;  the  Immigration  Reform Control Act, as
amended;  the  Occupational  Safety and Health Act, as amended; and any public
policy, contract or common law.  Notwithstanding the foregoing, nothing herein
shall  be  deemed  to release, remise or discharge the Company from any claims
arising  out of, relating to or asserted a) under this Agreement, b) under any
employee  benefit  or  benefit  plan  provided  to  you  (including,  without
limitation,  stock  options)  or  with respect to reimbursement of expenses in
accordance  with  Company policy, c) for accrued vacation pay through the date
of  this  Agreement,  or  d) with respect to any right of indemnification as a
director,  officer  or  employee  of  the  Company,  whether arising under the
Company's  charter  or  by-laws,  by  operation  of  law,  or  otherwise.



     4.      The Company, on its own behalf and on behalf of its predecessors,
successors  and  assigns,  hereby releases, remises and forever discharges you
for  yourself,  your  heirs, executors, administrators, legal representatives,
successors  and  assigns,  from  and  against any and all claims, crossclaims,
third  party  claims,  counter  claims, contribution claims, indemnity claims,
debts, demands, actions, promises, judgments, trespasses, extents, executions,
causes of action, suits, accounts, covenants, sums of money, dues, reckonings,
bonds,  bills,  liens,  attachments, trustee process, specialities, covenants,
sums  of  money,  dues,  reckonings, bonds, bills, liens, attachments, trustee
process,  specialities,  contracts,  controversies,  agreements,  promises,
damages,  and  all  other  claims  of  every  kind  and nature in law, equity,
arbitration,  or  other  forum  which  Company  now  has or ever had up to and
including  the  date of this Agreement, whether absolute or contingent, direct
or  indirect, known or unknown.  Notwithstanding the foregoing, nothing herein
shall  be  deemed  to release, remise or discharge you from any claims arising
out  of,  relating  to  or  asserted  under  this  Agreement.



     5.          For  a  period of seven days following your execution of this
Agreement,  you may revoke this Agreement, and this Agreement shall not become
effective  or enforceable until this seven-day revocation period has expired. 
The  Company  may  not  revoke  this Agreement during the seven-day revocation
period.



     6.          You  hereby  acknowledge and agree that a) you understand the
provisions  of  this  Agreement,  b)  your  agreement hereunder is knowing and
voluntary,  c)  you have been afforded a full and reasonable opportunity of at
least twenty-one days to consider its terms and to consult with or seek advice
from  any  attorney or any other persons of your choosing and d) you have been
advised  by  the  Company  to consult with an attorney prior to executing this
Agreement.



     If  the  foregoing  is in accordance with your understanding, please sign
and  return  the  enclosed copy of this letter, whereupon this letter and such
copy  win  constitute  a  binding agreement between you and the Company on the
basis  set  forth  above.

                                      Very  truly  yours,

                                      MIAMI  SUBS  CORPORATION

                                      By



Acknowledged  and  Agreed  to:



Thomas  J.  Russo
March  13,  1997