EXHIBIT
      10.2

    


    AMENDED
      AND RESATED 

    PROMISSORY
      NOTE

    


    
      	$1,892,210.54	
              Westbury,
                New
                York

            



    October
      28, 2008

    Effective
      as of August 31, 2008

    


    FOR
      VALUE RECEIVED, MIAMI SUBS CAPITAL PARTNERS I, INC.,
      a
      Florida corporation with an office at 6300 NW 31st
      Avenue,
      Fort Lauderdale, Florida (the
      “Maker”), promises to pay to the order of NATHAN’S
      FAMOUS, INC.,
      a
      Delaware corporation (the “Payee”), the principal amount of ONE MILLION
      EIGHT HUNDRED NINETY-TWO THOUSAND TWO
      HUNDRED TEN AND 54/100 DOLLARS
      ($1,892,210.54),
      on or
      before April 30, 2014 (the
      “Maturity Date”), in
      lawful
      money of the United States of America, together with interest on the unpaid
      principal amount hereof, from time to time outstanding, from August 31, 2008
      (the “Effective Date”) through and including the date that this Note is paid in
      full, at a rate of eight percent (8%) per annum.   

    


    The
      Maker
      promises to pay to the Payee an installment
      of $35,000.00 (THIRTY-FIVE THOUSAND DOLLARS) effective as of the Effective
      Date,
      an installment of $6,883.67 (SIX THOUSAND EIGHT HUNDRED EIGHTY-THREE AND 67/100
      DOLLARS) effective as of the date of execution hereof and monthly installments
      of $35,000.00 (THIRTY-FIVE THOUSAND DOLLARS) each for the next sixty-seven
      months, subject to adjustment upon any prepayment made by Maker in accordance
      with the terms hereof. Following the first two installments hereunder, each
      monthly installment shall be paid on the last day of each calendar month
      commencing October 31, 2008, with a final installment to be paid on the Maturity
      Date.
      Interest
      hereunder shall be computed on the actual number of days elapsed over a year
      comprised of 365 days. Nothing herein shall be deemed to require Maker to
      make payments of interest which exceed the maximum permitted by law. In any
      such
      event, this Note shall be deemed automatically amended to require payment of
      interest at the maximum amount permitted by law.

    


    All
      amounts payable hereunder shall be made in lawful money of the United States
      of
      America at such place as may be designated to the Maker in writing by the Payee
      from time to time. If any payment hereunder becomes due and payable on a day
      other than a Business Day (hereafter defined), such payment shall be extended
      to
      the next succeeding Business Day. “Business Day” shall mean a day other than a
      Saturday, Sunday or other day on which commercial banks in New York State
      are authorized or required by law to close. Upon
      the
      occurrence of an Event of Default, as that term is defined below, interest
      payable on this Note shall be at the rate of twelve percent (12%) per annum
      or
      the maximum rate allowed to be charged by law, whichever is lower.

    


    This
      Note
      may be prepaid at the option of the Maker in whole or in part at any time
      without penalty or premium. All prepayments shall be accompanied by accrued
      interest on the principal amount repaid to the date of repayment. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    This
      Note
      shall be subject to mandatory prepayment (i) upon the settlement or the
      adjudication of the litigation entitled Ontario
      Superior Court of Justice-Commercial Litigation, Court File No. 06-00CL6270,
      Lawrence B. Austin, Plaintiff v. Michael Overs, Tesari Holdings, Ltd., &
Pizza Pizza, Ltd., Defendants,
      in an
      amount equal to the amount payable to Lawrence Austin or any affiliate in
      settlement or by award of the court having jurisdiction over such action, after
      deduction of attorneys’ fees paid by Lawrence Austin in connection with such
      action and (ii) in an amount equal to any liability of the Payee in respect
      of
      an indemnification claim made by Maker against Payee pursuant to Article V
      of
      the Stock Purchase Agreement dated as of June 7, 2007 by and among the Maker,
      the Payee and Miami Subs Corporation upon a final determination of liability
      by
      Maker and Payee or by final judicial proceeding. In the event of any partial
      prepayment, whether or not mandatory, the amount of the monthly payment payable
      by Maker hereunder shall be reduced to the amount obtained by fully amortizing
      the unpaid principal balance following such prepayment over the balance of
      the
      term remaining until the Maturity Date. 

    


    Payee
      may
      declare the entire unpaid principal balance of the Note, together with interest
      accrued thereon, to be immediately due and payable upon the occurrence of any
      of
      the following events (each an “Event of Default”): (a) the failure of Maker
      to pay the principal of, or interest on, this Note when due, and such failure
      shall continue unremedied for a period of ten (5) days following delivery of
      written notice of such non-payment; (b) any petition in bankruptcy being filed
      by or against the Maker, or any proceedings in bankruptcy, or under any law
      relating to the relief of debtors, being commenced for the relief or
      readjustment of any indebtedness of the Maker; provided, with respect to any
      such petition filed against Maker, such petition shall continue undismissed
      for
      a period of 30 days from the date of entry thereof; (c) the making by the Maker
      of an assignment for the benefit of creditors; (d) the appointment of a receiver
      of all or substantially all of the property of the Maker; (e) the merger,
      consolidation, or sale of all or substantially all of the assets of the Maker
      to
      any third party; (f) any breach of any representation, warranty or covenant
      of
      the Maker contained in the Security Agreement, of even date herewith, between
      Maker and Payee, which breach, if capable of cure, shall not have been cured
      within twenty (20) days following delivery of written notice to Maker; or (g)
      the guaranty executed by Lawrence Austin or Bruce Galloway (each, a “Guarantor”)
      with respect to Maker’s obligations hereunder shall cease to be in full force
      and effect or any Guarantor shall so assert in writing.

    


    Maker
      agrees that whenever an attorney is used to collect or enforce this Note or
      to
      enforce, declare or adjudicate any rights or obligations under this Note whether
      by suit or any other means whatsoever, the Maker shall pay all of the legal
      fees
      of the attorneys for the Payee, together with all costs and expenses of such
      collection, enforcement or adjudication, which obligation shall constitute
      part
      of the principal obligation hereunder.

    


    Maker
      hereby waives diligence, presentment, protest, demand and notice of every kind
      except as otherwise expressly required herein. This Note may not be modified
      orally.

    


    THIS
      NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.


    


    
      
         

      

      
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    This
      Note is an amendment and restatement of, and is being issued in replacement
      of
      and substitution for, the Promissory Note, dated June 7, 2007, in the original
      principal amount of $2,400,000 issued by the Maker in favor of Payee (the
“Original Note”). The execution and delivery of this Note shall not be construed
      to have constituted a repayment of any principal of, or interest on, the
      Original Note.

    
      	 	 	 
	 	 	MIAMI SUBS CAPITAL PARTNERS I, INC.,
	 
 	 
 	 
 
	 	 	/s/ Gary
              Herman 
	 	
              
By:
              Gary Herman




     

    
      
         

      

      
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