Exhibit
10.1

    


    Amendment to 10b5-1 Issuer
Repurchase Instructions

    


    This
amendment to Issuer Securities Repurchase Instructions between Nathan’s Famous,
Inc. (the “Issuer”) and Mutual Securities, Inc. (the “Broker”) is dated as of
February 3, 2011.

    


    WITNESSETH

    


    WHEREAS, the Issuer and the
Broker are parties to 10b5-1 Issuer Repurchase Instructions dated September 10,
2010 (the “Instructions”);

    


    WHEREAS, the Issuer and the
Broker desire to amend the Instructions in accordance with the terms
hereof  (the “Amendment”).

    


    NOW, THEREFORE, the Issuer and
Broker hereby agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Subsection
      2(b) of the Instructions is hereby amended to read as
    follows:

            


    

    


    “such
time as the aggregate purchase price for all shares of Common Stock purchased
under these Instructions equals an aggregate Seven Million Five Hundred Fourteen
Thousand Two Hundred Fifty-Two and 03/100 Dollars ($7,514,252.03), including
without limitation all applicable fees, costs and expenses, of which Two Million
Two Hundred Six Thousand Five Hundred Forty Six and 03/100 Dollars
($2,206,546.03) has been expended through February 2, 2011;”

    


    
      	
               
      

            	
              2.

            	
              Exhibit
      A is hereby replaced in the form annexed
hereto.

            


    

    


    
      	
               
      

            	
              3.

            	
              Except
      as specifically amended by this Amendment, the Instructions shall remain
      in full force and effect in all respects as originally
      executed.

            


    

    


    
      	
               
      

            	
              4.

            	
              This
      Amendment may be executed in several counterparts, each of which shall be
      deemed an original and all of which shall constitute one and the same
      instrument.  This Amendment shall be governed by the laws of the
      State of New York.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the
parties have duly executed this Amendment on this 3rd day of
February, 2011.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                Nathan’s
      Famous, Inc.

                              	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                By:

                              	
                                /s/
      Ronald DeVos

                              	 
	 
      	 
      	
                                Name:

                              	
                                Ronald
      DeVos

                              	 
	 
      	 
      	
                                Title:

                              	
                                Chief
      Financial Officer

                              	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                Mutual
      Securities, Inc.

                              	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                By:

                              	
                                /s/
      Mitch Voss

                              	 
	 
      	 
      	
                                Name:

                              	
                                Mitchell
      C. Voss

                              	 
	 
      	 
      	
                                Title:

                              	
                                President