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                                                                   EXHIBIT 10.24

                               MASTER DISTRIBUTOR

                                    AGREEMENT

                                       FOR

                          NATHAN'S FAMOUS SYSTEMS, INC.

                                  WAYNE NORBITZ
                                 PRESIDENT & COO

                                  NANCY MURPHY
                          VICE PRESIDENT OF PURCHASING

                                                                FEBRUARY 5, 2003

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                          MASTER DISTRIBUTION AGREEMENT

         THIS MASTER DISTRIBUTION AGREEMENT (THE "AGREEMENT") IS MADE AS OF THE
16TH DAY OF SEPTEMBER 2002 BY AND BETWEEN U.S. FOODSERVICE, INC., d/b/a U.S.
FOODSERVICE(TM), A DELAWARE CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS
LOCATED AT 9755 PATUXENT WOODS DRIVE, COLUMBIA, MD 21046, ON ITS OWN BEHALF AND
ON BEHALF OF ITS SUBSIDIARIES ("USF") AND NATHAN'S FAMOUS SYSTEMS, INC.
("NATHAN'S FAMOUS"), A DELAWARE CORPORATION, NF ROASTERS CORP. ("NFR"), A
DELAWARE CORPORATION, AND MIAMI SUBS CORPORATION ("MSC"), A FLORIDA CORPORATION.
AS USED IN THIS AGREEMENT, "NATHAN'S" IS MEANT TO REFER COLLECTIVELY TO NATHAN'S
FAMOUS, NFR AND MSC. NATHAN'S MAINTAINS ITS PRINCIPAL PLACE OF BUSINESS LOCATED
AT 1400 OLD COUNTRY ROAD, WESTBURY, NY 11590.

                                    RECITALS:

         A.       WHEREAS, NATHAN'S OWNS AND OPERATES, AND GRANTS FRANCHISES TO
                  THIRD PARTIES TO OWN AND OPERATE, RESTAURANTS UNDER THE MARKS
                  "KENNY ROGERS ROASTERS", "MIAMI SUBS", AND "NATHAN'S FAMOUS"
                  ("UNITS");

         2.       WHEREAS, Nathan's desires to designate a Master Distributor to
                  perform a substantial portion of the purchasing, warehousing
                  and distribution functions for food and related non-food
                  products for Nathan's and its franchisees;

         3.       USF carries or is willing to carry certain products required
                  by the Units; and

         D.       WHEREAS, USF desires to perform the functions of purchasing,
                  warehousing and distributing certain products for and to the
                  Units.

NOW, THEREFORE, in consideration of the agreements and promises herein
contained, and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties agree as follows:

                                   AGREEMENT:

1.       SUBJECT MATTER OF AGREEMENT. Nathan's hereby appoints USF as its Master
         Distributor in the United States, and USF hereby accepts such
         appointment. In connection therewith, Nathan's agrees to purchase from
         USF, and USF agrees to purchase, warehouse, sell and distribute to the
         Units certain products in accordance with the terms and conditions
         contained herein. A summary of program assumptions ("Assumptions") used
         to create the Master Distributor Program as described herein and a list
         of Units to be serviced by USF are outlined on ATTACHMENT A. The
         service benefits defined for this program are automatically extended to
         any area that is currently serviced by the distribution centers
         identified on ATTACHMENT A provided all parameters and requirements of
         the program are met.

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2.       PRODUCTS:

         1.       Product Categories. USF shall supply the Units with items
                  ordered by the Units that are within the categories of
                  products as Nathan's and USF may agree to in writing
                  (collectively, "Specified Products"). With respect to the
                  categories of products to be distributed to the Units, USF
                  offers a wide variety of Private and Signature Brand Products
                  that offer quality and value. A list of these items can be
                  found on ATTACHMENT B.

         2.       Specified Products. USF will maintain an appropriate inventory
                  of all Specified Products under the following conditions:

                  i.       The Units purchase from USF a minimum of five (5)
                           cases per week per item, per distribution center or
                           twelve (12) turns per year with the following
                           exceptions:

                           -    TEN (10) SLOW-MOVING ITEMS (LESS THAN FIVE CASES
                                PER WEEK) WILL BE PERMITTED AT NO ADDITIONAL
                                CHARGE AT EACH DISTRIBUTION CENTER.

                           -    ANY ADDITIONAL SLOW-MOVING ITEMS (LESS THAN FIVE
                                CASES PER WEEK) UP TO A MAXIMUM OF TEN ITEMS
                                WILL BE ALLOWED TO REMAIN IN INVENTORY FOR AN
                                ADDITIONAL $1.00 PER CASE FEE WHICH WILL BE
                                ADDED TO THE DELIVERED COST OF THE PRODUCTS,
                                INCLUDING THE AGREED UPON 10.5% MARGIN.

                  2.       A minimum of thirty (30) days written notice is
                           required for new products to be brought into USF
                           inventory for distribution.

                  iii.     Nathan's will notify USF at least fourteen (14) days
                           in advance of special promotions that may cause
                           unusual or excessive demand on inventory. Nathan's
                           will make all reasonable efforts to communicate with
                           maximum lead time, and USF will use all reasonable
                           efforts to expedite promotional product information
                           and inventories.

                  iv.      If USF does not presently transact business with a
                           supplier/packer designated by Nathan's, a complete
                           Seller's Agreement from that supplier/packer is
                           required before any product is brought into
                           inventory. This process may take up to sixty (60)
                           days. The current insurance requirement under the
                           Seller's Agreement of $2,000,000 is intended to
                           protect Nathan's and the Units and USF from costs
                           associated with product defect and other third party
                           acts or omissions.

                  3.       Nathan's contracts with manufacturers and
                           manufacturer representatives will be honored by USF.
                           Under no circumstances will USF implement
                           manufacturer deviated pricing without written
                           confirmation from the specific

<PAGE>

                           manufacturer. If Nathan's has contracts with a given
                           manufacturer for products not stocked by USF,
                           Nathan's will give consideration to similar products
                           stocked by USF provided that the stocking
                           manufacturer will equalize the pricing.

         c.       Proprietary or Special Order Products. At Nathan's direction,
                  USF will maintain an appropriate inventory of proprietary or
                  special order products under the following circumstances:

                           5) Nathan's will be responsible for the disposition
                              of items showing no movement for thirty-five
                              (35) days ("Dead Inventory"), if USF has sent
                              Nathan's adequate prior written notice that
                              there is Dead Inventory. If such Dead Inventory
                              is not distributed within ten (10) days
                              thereafter, and the Dead Inventory has been
                              warehoused in accordance with industry standard,
                              USF will be reimbursed for any loss on the cost
                              of said product that is returned to vendors or
                              disposed of in any manner other than
                              distribution through normal channels. If said
                              product is distributed through normal channels,
                              the normal mark-up will apply. Nathan's and the
                              Units will be responsible for re-stocking
                              charges or freight cost incurred.

                           6) USF will notify Nathan's in writing of items
                              moving less than five (5) cases per week ("Slow
                              Inventory"). Nathan's and the Units shall have
                              thirty (30) days to increase movement of such
                              Slow Inventory to five (5) cases per week.  If
                              such movement does not occur, Nathan's and the
                              Units will discontinue the use of Slow Inventory
                              and use an alternative item stocked by USF or
                              consider an alternative procurement option
                              (e.g., Next Day Gourmet, direct shipping from
                              manufacturer, etc.).

                           7) In the event this Agreement is terminated,
                              Nathan's will remain liable for proprietary or
                              special order products purchased at its
                              direction. In such instance, Nathan's will
                              coordinate the transfer of such products to the
                              new distributor, or make full payment to USF for
                              such products, within twenty-one (21) days after
                              the last delivery to Nathan's. Nathan's shall
                              not be responsible for products that are shared
                              items with other customers of USF, such as Coke
                              products, sugar packets and other "generic"
                              products that the center carries for the
                              majority of their customers. Nathan's
                              responsibility for final inventory will be based
                              on Nathan's request for the item and more than
                              80% of the total usage in the center over the
                              previous three months.

                     The items that are identified as proprietary will vary in
                     each distribution center and from time to time, as products
                     are implemented and discontinued. As of the date of this
                     contract, Nathan's has approximately 300 proprietary,
                     designated or contract items, with or without logo's, that
                     are used throughout the Nathan's restaurants. USF reserves
                     the right to increase the margin

<PAGE>

                     structure on proprietary items should the number of
                     proprietary items be significantly greater than 300.

                     Nathan's will be required to complete the New
                     Product/Special Order Notification and Agreement attached
                     hereto as ATTACHMENT C for all proprietary or special order
                     products.

         d.       Substitutions. If a Specified Product is out of stock or
                  otherwise can not be delivered as ordered, the following
                  procedures shall be followed:

                  i.       In the event of any substitutions, USF shall promptly
                           contact Nathan's of the proposed substitution. Any
                           substitutions shall only be made with prior approval
                           from Nathan's. Units may not approve substitutions or
                           additional products.

                  ii.      If a substitution is necessary due to a failure by
                           USF to provide products and is approved by Nathan's,
                           the cost of the substitute product to the Unit will
                           be no more than the authorized original products.

         e.       Title and Risk of Loss. Title to all goods shall pass upon
                  delivery to the Unit's receiving dock and acceptance by the
                  Unit's authorized representative, subject to rejection of
                  certain items by notation on the invoice. All deliveries may
                  be checked in jointly by the driver of the delivery vehicle
                  and the Unit's authorized representative, both of whom shall
                  note on the invoice any shortages and damaged or rejected
                  goods. The Unit shall have twenty-four (24) hours from the
                  time of delivery to notify USF of any concealed damage or
                  rejected goods with respect to products not jointly checked
                  in, to note any shortages, damages, or rejected goods. USF
                  shall ensure that all billings reflect all shortages and
                  damaged or rejected goods noted on the invoice. The Unit shall
                  make arrangements through USF order department for any goods
                  to be returned to USF. USF shall issue a receipt to the Unit
                  for any goods picked up for return to ensure that the Unit
                  receives a proper credit therefore. USF shall bear all risk of
                  loss, damage, or destruction until title passes to the Unit.

3.       SERVICE ARRANGEMENTS. Order, delivery and credit memo procedures have
         been included as ATTACHMENT D hereto.

         a.       Deliveries. USF and each Unit shall mutually agree upon a
                  delivery schedule for the Unit. Units may be charged
                  restocking fees at a rate of 15% of the case value if, after
                  three warnings of which the Unit and Nathan's are notified, in
                  writing, the Unit continues to repeatedly and unnecessarily
                  return merchandise.

                  i.       Delivery Windows: USF will work with the Units' needs
                           to provide delivery times that are mutually
                           agreeable. Plus or minus one (1) hour to the targeted
                           delivery time will be considered an "on-time
                           delivery". USF will use reasonable efforts to, in
                           most cases, emulate the current delivery times
                           provided by Nathan's current distributor. USF will
                           target 6:00 a.m. to 11:00

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                           a.m. and 1:30 p.m. to 5:00 p.m. as normal delivery
                           windows with the availability to deliver those
                           24-hour Units at other times that are agreeable. USF
                           must deliver to each Unit within one (1) hour of the
                           prearranged and mutually agreed upon delivery window.
                           USF may not deliver to any Unit between the hours of
                           11:00am and 2:00 pm (local time).

                  8.       COD: Units will always require a skip-day order
                           placement to have Certified Funds or Checks available
                           for payment on delivery. No cash COD payments will be
                           accepted. Should a COD check or credit order be short
                           on delivery of any item, the deduction for that item
                           can be taken immediately. The Certified check COD
                           account's delivery must be paid in full at the time
                           of delivery and a credit slip will be issued
                           immediately to be taken on the following delivery.

                  iii.     USF will make necessary delivery within 24 hours of
                           any critical or proprietary items that are out of
                           stock and/or short on truck or damaged en-route but
                           are vital to the Unit's continued operation.

                  iv.      Units will have 48 hours from receipt of goods to
                           notify USF of hidden damages.

         b.       On-Line Order Entry System. USF's order entry system through
                  USF's Customer Service Departments or USF's direct order entry
                  system provides complete order information, including
                  confirmation and reservation of inventory as well as
                  notification of out of stock products, prior to completion of
                  an order.

         c.       Order/Delivery Schedule. A next day or skip-day order delivery
                  schedule will be mutually determined by USF and each Unit to
                  achieve optimum service levels. Skip day will not be more than
                  one day between order and delivery and will allow the location
                  to add to their order by noon on the day in between the order
                  and delivery, except in special situations.

         d.       Special Arrangements. Should a Unit request the use of a
                  "loaner" truck, USF will make every attempt to accommodate
                  supplying a truck for special occasions. The cost associated
                  with use of the truck, the condition of the truck and driver
                  wages will be the responsibility of the Unit.. Customer will
                  be required to sign a hold harmless agreement prior to its use
                  of the truck.

4.       PRICING STRUCTURE. Nathan's Corporate national contracts with
         manufacturers and manufacturer representatives will be honored by USF.
         Growth programs and performance incentives earned by USF from
         manufacturers will have no impact on Nathan's manufacturer direct
         contracts landed cost of goods. USF's definition of "cost" is as
         follows:

         9.       Cost. The price of Products to Nathan's Units shall equal
                  USF's invoice costs (as hereinafter defined) plus the agreed
                  upon margin on cost as outlined below. USF's

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                  invoice cost is defined as the manufacturer's (supplier or
                  packer) delivered cost or f.o.b. unit price plus normal
                  freight (as hereinafter defined) to USF's distribution center,
                  less off-invoice discounts or off-invoice allowances. Invoice
                  cost shall not be adjusted for, and Nathan's and Nathan's
                  Units shall not be entitled to, promotional allowances, cash
                  discounts, prompt pay discounts, growth programs or any other
                  supplier incentives. Normal freight is defined as manufacturer
                  or common carrier published rates charged to deliver similar
                  quantities of product for similar distances. It is expressly
                  acknowledged and agreed that USF may utilize its internal
                  logistics or branch generated back-haul program, provided that
                  freight cost charged to the Units does not exceed normal
                  freight (as defined above).

         10. Price Structure. The price structure margin for this Agreement on
                  the following product categories shall be:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
           CATEGORY                                        MARGIN
---------------------------------------------------------------------------
<S>                                                        <C>
Commodity meat, poultry & seafood                           10.5%
---------------------------------------------------------------------------
Prepared meat, poultry & seafood                            10.5%
---------------------------------------------------------------------------
Deli meats                                                  10.5%
---------------------------------------------------------------------------
Cheese                                                      10.5%
---------------------------------------------------------------------------
Other refrigerated                                          10.5%
---------------------------------------------------------------------------
Dry groceries                                               10.5%
---------------------------------------------------------------------------
Produce                                                     10.5%
---------------------------------------------------------------------------
Potatoes                                                    10.5%
---------------------------------------------------------------------------
Frozen groceries                                            10.5%
---------------------------------------------------------------------------
Beverage w/o service & equipment                            10.5%
---------------------------------------------------------------------------
Beverage w/ service & equipment                             10.5%
---------------------------------------------------------------------------
Janitorial                                                  10.5%
---------------------------------------------------------------------------
Paper supplies                                              10.5%
---------------------------------------------------------------------------
E&S                                                          TBD
---------------------------------------------------------------------------
Contract Design                                              TBD
---------------------------------------------------------------------------
Broken case fee                                              N/A
---------------------------------------------------------------------------
</TABLE>

                  Margins will be reviewed annually to ensure the program will
                  generate a 10.5% margin for USF and to ensure the
                  effectiveness of margin structure for Nathan's, as well.

<PAGE>

                  CUSTOMER PROFILE:

                  Estimated annual sales:       $56,000,000
                  Number of stores:             289 as of Sept. 2002
                  Number of deliveries:         Two (2) times per week; some
                                                locations once per
                  Average cases per delivery:   80
                  Average dollar per delivery:  $1,912
                  Average Case Cost:            $21.73

         11. Price Guarantees and Adjustments. Pricing will be guaranteed
                  for one (1) month, effective the first calendar day of each
                  month. Exceptions to monthly pricing will include eggs, dairy,
                  fresh produce, oil and oil based products, seafood, meat,
                  poultry and other items mutually deemed as commodity in
                  nature, which will be priced weekly. In the event extreme or
                  volatile market conditions develop, USF may request pricing
                  consideration from Nathan's. Price increases and decreases
                  will be limited to the amount of cost change and/or freight
                  changes only, with no change in the agreed upon margin
                  percentage.

         12. Fuel Adjustment. Should the price of fuel as published by the
                  Department of Energy exceed an average of $1.50 per gallon for
                  14 consecutive days, USF will impose a delivery surcharge at
                  the rate of $2.00 for every ten (10) cents per gallon that the
                  price of diesel exceeds $1.50 per gallon. When the price of
                  diesel fuel falls below an average of $1.50 per gallon for 14
                  consecutive days, the fuel surcharge will be removed from each
                  delivery invoice.

         13. Pricing Structure Review. Review will be conducted annually to
                  assure program yield to be not less than 10.5% margin based
                  upon a case cost of $21.73. This process will be included as
                  part of the annual program review. Should there be significant
                  deviation in the customer profile as stated in Section 4(b)
                  necessary adjustments to the program can be made upon mutual
                  agreement.

         f.       Consumer Price Index. The 10.5% margin could be subject to
                  change should there be significant increase in the CPI and the
                  ECI.1. Any such change to the 10.5% margin would be mutually
                  agreeable between Nathan's and USF.

         1.       Growth Incentive. Upon completion of the first year of
                  business (first year will begin November 4, 2002 and will
                  conclude at the end of 52 weeks. Payment will be made to
                  Nathan's by December 15th after each year), USF will offer to
                  pay to Nathan's corporate 1% of sales over the established
                  base on an annual basis (exclusive of any acquisition of
                  current USF customers; however, any acquisition will be
                  included in that year's final numbers that will be treated as
                  next year's base).

                           *FIRST YEAR BASE - $56,000,000  (*TO BE VERIFIED)

                              EXAMPLE: ACTUAL SALES  $66,000,000
                                                     $56,000,000 LESS BASE

<PAGE>

                                                     $10,000,000 SALES OVER BASE
                                                     $   100,000 PAY OUT!

                  The actual sales for the first year will serve as the base for
                  the second year.

         8. Program Marketing Accrual. USF will accrue and pay Nathan's .25%
                  (one quarter of one percent) of total net sales (paid gross
                  sales minus any credits) on a quarterly basis. This program
                  marketing accrual payment will be made to Nathan's as long as
                  all components of this Agreement (including current accounts
                  receivable) are met. Sales volume that is past due and not
                  paid for within credit terms during the 90-day period (i.e.,
                  1st Quarter) will be deducted from the sales total in the next
                  quarter (i.e., 2nd Quarter) and not included in the remittance
                  (i.e., paid in 3rd Quarter) if the past due accounts have not
                  been resolved and cured. These monies will be disbursed to the
                  appropriate marketing funds for advertising and/or promotions.

         9. Nathan's will indemnify, defend and hold USF harmless from any and
                  all expenses (including reasonable attorneys' fees),
                  liabilities, claims, costs, demands, actions and causes of
                  action in any way related to or arising out of the payment to
                  Nathan's of the Growth Incentive or the Program Marketing
                  Accrual.

         10. USF will be responsible for transferring all agreed upon saleable
                  proprietary inventory from the current distribution centers.
                  These products will be absorbed into the current inventories
                  at USF and sold to the units. If any transferred product is
                  priced on a bill-back basis to the vendor, USF will be
                  responsible for billing back the supplier to the net cost and
                  will pay the current distributor the current full product cost
                  (list price).

         11. USF will assign a full-time account representative to work with
                  Nathan's corporate office. This representative will be
                  responsible for day-to-day issues, reports, price verification
                  and contract management. USF will also provide all necessary
                  information for Instill Purchasing Systems.

         12. Only approved products will be distributed to Units. There will be
                  no substitutions or additions to any delivery without the
                  express consent of Nathan's corporate office.

         13. USF will carry a minimum of two weeks rolling inventory on all
                  proprietary items (excluding perishable products) with no less
                  than one week of inventory.

         n.       PRICING. CONTRACT PRICING INFORMATION MUST BE RECEIVED 15 DAYS
                  BEFORE AN ACTUAL CHANGE IS TO TAKE EFFECT. USF INVENTORY IS
                  PRICED AND MANAGED ON AN FIFO BASIS. THEREBY, USF WILL ASSURE
                  CONTRACT PRICING TO BE REFLECTED IN CONCERT WITH THE PUBLISHED
                  EFFECTIVE DATE UNLESS EXCESSIVE INVENTORY WOULD DETERMINE, BY
                  MUTUAL CONSENT, A DELAY IN THE EFFECTIVE DATE OF THE PRICE
                  CHANGE. THIS PRICING PROCESS IS APPLICABLE TO ALL ITEMS EXCEPT
                  COMMODITY OR MARKET-BASED ITEMS; SPECIFICALLY HAMBURGERS,
                  GYROS, CHEESE, DELI MEATS AND DAIRY PRODUCTS.

<PAGE>

                  COMMODITY ITEMS WOULD CHANGE ACCORDING TO PRICE AGREEMENT
                  DATES, WHICH DO NOT REQUIRE 15 DAYS ADVANCE NOTIFICATION.

5.       FINANCIAL. Payment terms are set at a maximum of 21 days, which means
         that payment will be received weekly with no invoices aging beyond 21
         days, subject to prior and ongoing corporate credit approval. Units
         must submit complete applications and credit information prior to any
         orders shipping. Any Unit applying for credit and credit terms with
         prior unresolved lawsuits, settlements and judgments with USF will not
         be considered for credit. In the event a Unit has past due accounts
         receivable for which no reasonable, mutually satisfactory resolution
         can be reached, such Unit and any affiliated Unit (i.e., common owner)
         will be charged up to a 5% additional mark-up on all products until the
         outstanding accounts receivable is satisfied. Should any account have a
         history of bad checks, such Unit and any affiliated Unit (i.e., common
         owner) will be charged up to a 5% additional mark-up on all products
         and must remit payment in advance. Funds must be deposited with USF
         prior to any orders being processed. COD terms for this program require
         certified funds or check rather than cash payments. Nathan's and Units
         agree to provide USF with quarterly financial information to enable USF
         to evaluate Nathan's and Units' ongoing creditworthiness. Nathan's and
         the Units shall be financially responsible only for the product that is
         ordered and received by each respective Unit. USF reserves the right to
         charge interest on all monies due beyond the agreed upon credit terms.
         Interest will be charged at 1.5% or the highest rate permissible by
         law.

         Uniform Sales & Tax Certificate. Units agree to complete the Uniform
         Sales & Tax Certificate (ATTACHMENT E) where applicable.

         Notwithstanding anything contained herein or in any other agreement to
         the contrary, to the extent there is any change in Nathan's or a Unit's
         creditworthiness or financial capabilities, or to the extent Nathan's
         or a Unit experiences other circumstances which affect its ability to
         meet the payment terms established hereunder, as determined by USF in
         its good faith discretion, USF shall have the right to change the
         Unit's payment terms. USF will continue to provide service to the Unit
         as long as the Unit agrees to "special arrangements" established by
         both USF and the Unit that includes COD terms and provisions to make
         payment on prior outstanding balances.

<PAGE>

6.       ACCOUNT MANAGEMENT.

         14.      Personnel.

                  i.       USF will assign a Corporate Account Manager to
                           coordinate the management of Nathan's needs.

                  ii.      USF will also appoint a division Chain Account
                           Manager to coordinate activities and ensure program
                           integrity at the unit level.

                  iii.     Each participating division will assign a
                           non-commissioned telephone Customer Service
                           Representative to Nathan's.

                  iv.      USF's corporate headquarters in Columbia, Maryland
                           will serve as a resource for all divisions involved
                           in this program.

         b.       Program Review. The parties shall conduct a quarterly,
                  semi-annual and/or annual review to discuss and monitor the
                  implementation of this program and evaluate ways of improving
                  its day to day operation and achieving additional operational
                  and cost efficiencies. Participants in such reviews shall
                  include Nathan's designated representative and USF's National
                  Account representatives, together with other representatives
                  of both parties as mutually agreed. Should the results of the
                  review reveal that the parameters of the Program are
                  significantly different than those outlines on Attachment A,
                  USF reserves the right to propose a new program, including
                  margin structure, service arrangements and credit terms, or
                  terminate the Agreement pursuant to the terms of Section 8(d).

         c.       MIS Capabilities. Various computer generated reports are
                  available to Nathan's utilizing USF's data programs and
                  formats. Three such reports are described below and may be
                  printed on a monthly and/or quarterly basis.

                  *        PRODUCT USAGE

                           Ranks products ordered and shipped in descending
                           dollar sales. Provides number of cases
                           ordered/shipped, total dollar sales and average
                           delivered price of each product. Amount totals are
                           summarized.

                  *        PRODUCT USAGE BY VENDOR

                           Provides a recap of products shipped and the
                           associated vendor. Products are sequenced in
                           descending dollar sales with the number of cases
                           ordered/shipped reported.

                  *        WEB-BASED REPORTS

                           Nathan's will have the opportunity to extract and
                           customize product usage reports on-line via the
                           USFS.com order entry system. Web-based reports should
                           be available from all current owned USF distribution
                           centers by the

<PAGE>

                           end of the first quarter of 2003. Any additional
                           distribution centers that are acquired will need to
                           be integrated into a reporting system.

7.       PRICE VERIFICATION. USF extends price verification privileges to
         Nathan's management. Price verification will be scheduled at a time
         that is mutually agreed upon by both parties. The following procedures
         apply to a price verification:

         15.      Nathan's will provide USF with at least four (4) weeks written
                  notice to include:

                           i.       All products to be verified; and

                           ii.      Time period for price verification, i.e.,
                                    previous month or previous week, depending
                                    on product in question, not to exceed
                                    previous three (3) months.

         b.       Price verification is limited to twice annually and is limited
                  to twenty-five (25) items per verification.

         c.       Only USF and Nathan's management personnel will participate in
                  the price verification. Nathan's guarantees the
                  confidentiality of information provided by USF.

         d.       Credit memos for any undisputed adjustments determined by a
                  price verification process will be processed at Customer's
                  direction within one (1) week. Details of this procedure are
                  listed in ATTACHMENT D hereto.

         e.       Price verification will not interfere with USF year-end
                  accounting practices.

         16. Any monies due to a particular Nathan's Unit from the price
                  verification process will be reduced by all monies due to USF
                  from that Unit that are beyond agreed upon credit terms.

         17. In the event Nathan's desires to utilize the services of an outside
                  consultant to aid Nathan's in the price verification, said
                  consultant shall be required to execute a confidentiality
                  agreement with USF as a condition to the consultant's
                  participation in the price verification.

8.       TERM AND TERMINATION.

         a.       The term of this Agreement shall commence on September 16,
                  2002 and shall continue for a period of three (3) years
                  through September 16, 2005, unless sooner terminated in
                  accordance with the provisions of this Agreement.

         b.       Upon the occurrence of a Breach (as defined below) of this
                  Agreement, the non-breaching party may terminate this
                  Agreement, at its option and upon written notice

<PAGE>

                  of termination to the breaching party, and except as provided
                  herein, may seek any and all remedies available at law or in
                  equity in connection with the Breach.

         c.       A Breach of this Agreement is defined as:

                  1.       USF's or Nathan's, as the case may be, failure to
                           perform any material term, covenant or agreement
                           contained herein or in any document or instrument
                           delivered pursuant to or in connection with this
                           Agreement, which failure continues uncured for thirty
                           (30) days after written notice of such failure has
                           been delivered by the non-breaching party; provided,
                           however, that if such failure has previously occurred
                           during the preceding six (6) months, the cure period
                           shall be fifteen (15) days; provided, further, that
                           there shall be five (5) days cure period for failure
                           by a Unit to make timely payments in accordance with
                           the payment terms established in Section 5 above
                           (during such five (5) day cure period there will be
                           no further credit allowed until the Unit is in
                           compliance with the approved credit terms as
                           established in Section 5 above); or

                  ii.      Nathan's application for or consent to the
                           appointment of a receiver, custodian, trustee or
                           liquidator; inability to pay its debts as such debts
                           become due; general assignment for the benefit of its
                           creditors; commencement of a voluntary case under the
                           United States Bankruptcy Code; filing of a petition
                           seeking to take advantage of any other law of any
                           jurisdiction relating to bankruptcy, insolvency,
                           reorganization, winding-up, or composition or
                           readjustment of debts or commencement by a third
                           party of a proceeding commenced for any similar
                           relief under any law of any jurisdiction relating to
                           bankruptcy, insolvency, reorganization, winding-up,
                           or readjustment of its debts, and such proceeding
                           shall continue undismissed for a period of sixty (60)
                           days.

         18. Either party may terminate this Agreement without cause upon one
                  hundred eighty (180) days prior written notice.

9.       CONFIDENTIALITY. USF and Nathan's agree that all information as to
         source, quantity, and price of goods and services shall be maintained
         in confidence and shall not be released to any private third party
         (information may be shared with franchisees with mutual approval) for
         any reason whatsoever other than pursuant to a validly issued subpoena
         from a court or governmental authority having jurisdiction over the
         party, pursuant to the rules, regulations or requirements of any state
         or federal agency or department or pursuant to a discovery request made
         under applicable court rules and to which the party is required to
         respond or as otherwise required by law.

10.      WARRANTY AND LIMITATION OF LIABILITY. USF shall use reasonable efforts
         to obtain warranties or representations from its suppliers that the
         goods to be furnished hereunder are pure, unadulterated, and of first
         rate quality and that they shall be merchantable and fit for the
         ordinary purpose for which they are intended. EXCEPT AS SPECIFICALLY

<PAGE>

         SET FORTH IN THIS SECTION 10, ALL WARRANTIES, GUARANTEES, AND
         REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, WHETHER ARISING UNDER ANY
         STATUTE, COMMON LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE,
         INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. USF SHALL IN NO WAY BE LIABLE
         FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR
         RELIANCE DAMAGES, EVEN IF USF IS ADVISED OF THE POSSIBLITY OF SUCH
         DAMAGES.

11.      NOTICE. All notices required or permitted to be given hereunder shall
         be in writing and sent by an overnight delivery services, which
         provides a return receipt or by United States registered or certified
         mail, postage prepaid, return receipt requested, addressed to the
         parties as follows:

              TO Nathan's:                         TO USF:
              Nathan's Famous Systems, Inc.        U.S. Foodservice
              1400 Old Country Road                Burns Avenue & Canan Station
              Westbury, NY 11590                   P.O. Box 632
              Attn: Nancy Murphy                   Altoona, PA 16603
                    Vice President, Purchasing     Attn: Rob Welling
                                                         Vice President,
                                                         National Accounts

              With Copy to:                        With Copy to:
              Nathan's Famous Systems, Inc.        U.S. Foodservice
              1400 Old Country Road                9755 Patuxent Woods Drive
              Westbury, NY 11590                   Columbia, MD 21046
              Attn: Wayne Norbitz                  Attn: Mark Natale
                    President                            Senior Vice President
                                                         Business Development

                                                   U.S. Foodservice
                                                   9755 Patuxent Woods Drive
                                                   Columbia, MD 21046
                                                   Attn: David Abramson
                                                         General Counsel

         Or to such other addresses as the parties may direct by notice given as
         hereinabove provided. Notice shall be deemed given when received as
         evidenced by the return receipt or the date such notice is first
         refused, if that be the case.

<PAGE>

7.       MISCELLANEOUS.

         a.       Entire Agreement. This Agreement constitutes the entire
                  agreement between the parties and may not be modified except
                  by an agreement in writing executed by the parties hereto.
                  This Agreement supersedes all prior agreements between the
                  parties hereto governing the supply of products to the units,
                  and all purchase orders submitted after the effective date
                  hereof shall be subject to the terms of this Agreement,
                  conflicting terms contained in any invoice to the contrary
                  notwithstanding.

         b.       Force Majeure. Neither party will be in default in the
                  performance of its obligations under this agreement if such
                  performance is prevented or delayed because of war,
                  hostilities, revolution, civil commotion, strike, labor
                  dispute, epidemic, shortage in supply, fire, wind, earthquake
                  or flood, use of any law, order, proclamation, regulation or
                  ordinance of any government, or of any subdivision thereof,
                  because of Acts of God or for any other cause, whether similar
                  or dissimilar to those enumerated, that is beyond the
                  reasonable control and without the fault or negligence of the
                  party whose performance is affected. If a force majeure event
                  prevents USF from supplying all of the product needs of its
                  customers, USF shall allocate such product as is available to
                  USF among its customers in such manner as USF reasonably
                  determines. No force majeure event shall excuse Nathan's or
                  any Unit from its payment obligations contained herein.

         c.       Choice of Law. This Agreement shall be governed by and
                  construed and enforced in accordance with the laws of the
                  State of Maryland without reference to the conflicts of laws
                  principles thereof.

         d.       Attorneys' Fees. In the event this Agreement is breached, the
                  breaching party shall pay any and all reasonable attorneys'
                  fees and relevant costs incurred by the non-breaching party as
                  a result of the breach.

         e.       Assignment. This Agreement may not be assigned by either party
                  without the prior written consent of the other, which consent
                  shall not be unreasonably withheld; provided, however, that
                  USF may assign this Agreement to any current or after-acquired
                  affiliate without the consent of Nathan's. In the event this
                  Agreement is assigned, the assignor shall in no event be
                  relieved of or be released from its obligations contained
                  herein.

         6.       No Agency. Nothing contained in this Agreement shall be
                  construed or interpreted as creating an agency, partnership,
                  co-partnership or joint venture relationship between the
                  parties.

         7. Non-Discrimination. USF is an equal opportunity employer. It is the
                  policy of USF to comply with all applicable state and federal
                  laws prohibiting discrimination in employment based on race,
                  age, color, sex, national origin, disability, religion or
                  other protected classification. Nathan's acknowledges that it
                  is also an equal

<PAGE>

                  opportunity employer and that it will comply with all
                  applicable state and federal laws prohibiting discrimination
                  in employment based on race, age, color, sex, national origin,
                  disability, religion or other protected classification.

NOW THEREFORE, the parties, intending to be legally bound, have entered into
this Agreement on the date first written above.

         NATHAN'S

         By: /s/ Donald L. Perlyn                     Date:_____________________
             --------------------
         Name:  Donald L. Perlyn

         Title: Executive Vice President

         Company: Nathan's Famous Systems, Inc.

         U.S. FOODSERVICE, INC.

         By: /s/ Rob Wehling Jr.                      Date: 2/5/03
             -------------------
         Name:  Rob Wehling Jr,

         Title: Vice President National Accountrs

         Company: U.S Foodservice, Inc.

<PAGE>

                                                                    ATTACHMENT A

                             SUMMARY OF ASSUMPTIONS

Minimum of 90% of purchases to be directed to USF
Average number of cases per delivery:  80
Average case cost:  $21.73
Average dollar per delivery of $1,912
Annual purchases of $56,000,000
Deliveries per unit per week:  Two (2) times per week; some locations once per
week.  Optionfor three (3)
Number of units as of Sept. 2002:  289
Nathan's does not guarantee that a certain number of restaurants will be
operated.

Servicing Divisions:

             -   CHARLOTTE NORTH WOULD SERVE NATHAN'S CAROLINA MARKET FOR
                 NATHAN'S, MIAMI SUB'S AND KRR.

             -   PORT ORANGE WILL SERVICE NATHAN'S, MIAMI SUBS AND KRR STORES
                 IN FLORIDA.

             -   LAS VEGAS/LA MIRADA WILL CONTINUE THEIR SAME SERVICE LOCATIONS.

             -   USF METRO WILL SERVICE MIAMI SUBS, NATHAN'S AND KRR LOCATIONS
                 IN THE NORTHEAST AND MID-ATLANTIC.

             -   THE MIDWEST MARKET WILL BE SERVICED VIA METRO OR ANOTHER TO-BE-
                 DETERMINED USF HOUSE. *

NUMBER OF PROPRIETARY ITEMS: AS STATED IN PARAGRAPH 2C, ITEM IV.
CREDIT TERMS:  21 DAYS
CIS REQUIREMENTS:  INSTILL DATA FEED

NATHAN'S SHALL ENCOURAGE PARTICIPATION WITH THIS AGREEMENT BY ITS FRANCHISEES;
PROVIDED, HOWEVER, THAT NATHAN'S MAKES NO REPRESENTATIONS, IS NOT RESPONSIBLE
FOR, DOES NOT GUARANTEE AND SHALL NOT BE IN ANY MANNER WHATSOEVER RESPONSIBLE
FOR ITS FRANCHISEES' DECISION TO PURCHASE (OR NOT TO PURCHASE) PRODUCTS IN ANY
QUANTITY. ALTHOUGH THERE ARE REFERENCES TO VOLUMES IN THIS AGREEMENT, THERE HAVE
BEEN NO GUARANTEES MADE REGARDING SALES VOLUME ANTICIPATED.

SHOULD ON-GOING PERFORMANCE REVIEW REVEAL SIGNIFICANT DIFFERENCES FROM OUR
ASSUMPTIONS, THE SPECIFIC CAUSE OF THE DIFFERENCE WILL BE IDENTIFIED AND THE
PARTIES WILL AGREE ON A PLAN OF ACTION TO EITHER CORRECT THE CAUSE OR MODIFY THE
PROGRAM, AS NECESSARY.

LIST OF CUSTOMER UNITS  (SEE ATTACHMENT F)

<PAGE>

                                                                    ATTACHMENT D

                              OPERATING PROCEDURES

                            FOODSERVICE DISTRIBUTION
                                     PROGRAM
                                       FOR

                          NATHAN'S FAMOUS SYSTEMS, INC.

<PAGE>

                    ORDERING, DELIVERY, RECEIVING PROCEDURES

                               ORDERING PROCEDURES

1.       TO FACILITATE ORDERING, A PRE-PRINTED, STANDARDIZED ORDER/INVENTORY
         CONTROL FORM WILL BE PROVIDED FOR THOSE PRODUCTS/CATEGORIES SO DEFINED
         AND DISTRIBUTED AT THE BEGINNING OF EACH MONTH. ALL WEEKLY PRICE
         CHANGES WILL BE MAILED, FAXED OR ELECTRONICALLY SENT TO YOUR UNITS.

2.       YOUR USF CUSTOMER SERVICE REPRESENTATIVE WILL INITIATE THE ORDER
         PROCESS WITH EACH UNIT BY CALLING YOUR UNIT AT A PREDETERMINED ORDER
         DAY AND HOUR. PLEASE HAVE YOUR ORDERS READY TO ALLOW FOR PROPER
         PROCESSING.

3.       IT ASSISTS USF IN THE SCHEDULING OF OUR VEHICLES WHEN YOU ORDER A
         "DELIVERY TO DELIVERY" CONSISTENT NUMBER OF CASES, AS BUSINESS PERMITS.

4.       THE FOLLOWING ORDERING PROCEDURES SHOULD BE USED WHEN PLACING YOUR
         ORDERS.

         a.       CONFIRM THE DATE OF THE CURRENT ORDER FORM AND CONTROL NUMBER.
                  YOUR ORDER GUIDE CONTROL NUMBER IS VERY IMPORTANT.

         b.       ORDER BY LINE ITEM NUMBER.

         c.       STATE QUANTITY DESIRED.

         d.       THE CUSTOMER SERVICE REPRESENTATIVE WILL VERIFY YOUR ORDER BY:

                           -    RECAPPING THE ORDER BACK BY GIVING LINE NUMBER,
                                PRODUCT AND QUANTITY; OR

                           -    GIVING ONLY TOTAL LINES AND CASES.

         e.       NO SUBSTITUTIONS WILL BE OFFERED WHEN THERE ARE OUT OF STOCKS
                  UNLESS AUTHORIZED BY NATHAN'S.

         f.       VERIFY THE EXPECTED DELIVERY DATES FOR THE ORDER.

5.       ORDER DAY (S)              ORDER TIME (S)              DELIVERY DAY (S)
         -------------              -------------               ---------------

          -----------                -----------                 -------------

          -----------                -----------                 -------------

          -----------                -----------                 -------------

<PAGE>

                    ORDERING, DELIVERY, RECEIVING PROCEDURES

                               ORDERING PROCEDURES
                                   (CONTINUED)

6.       ORDER DATES THAT FALL ON A HOLIDAY WILL BE SCHEDULED BY PRIOR
         ARRANGEMENTS WITH CUSTOMER AND USF. NOTIFICATION OF HOLIDAY DELIVERY
         SCHEDULES WILL BE GIVEN PRIOR TO THE HOLIDAY.

7.       THE BRANCH ACCOUNT MANAGER IS RESPONSIBLE FOR COORDINATING ISSUES OR
         CHANGES TO ORDER SCHEDULES.

                               DELIVERY PROCEDURE

1.       YOUR DELIVERY WILL BE MADE BY USF IN ACCORDANCE WITH A PRE-ARRANGED
         DELIVERY SCHEDULE BY CUSTOMER AND USF.

2.       AT THE TIME OF DELIVERY, THE UNIT MANAGER, THE ASSISTANT MANAGER OR A
         DESIGNATED PERSON SHOULD RECEIVE THE SHIPMENT AND SIGN FOR THE PRODUCT.

3.       DELIVERY DATES THAT FALL IN A HOLIDAY WEEK WILL BE RESCHEDULED BY PRIOR
         ARRANGEMENTS WITH USF AT LEAST TWO WEEKS IN ADVANCE.

4.       THE BRANCH ACCOUNT MANAGER IS RESPONSIBLE TO COORDINATE ISSUES OR
         CHANGES TO DELIVERY SCHEDULES.

                              RECEIVING PROCEDURES

1.       YOU WILL RECEIVE A COMPLETELY PRICED EXTENDED ORIGINAL AND TWO (2)
         DUPLICATE COPIES OF YOUR INVOICE WITH YOUR ORDER, WHICH SHOULD BE
         CHECKED BY AN AUTHORIZED PERSON UPON RECEIPT.

2.       ALL COPIES OF THE INVOICE MUST BE SIGNED. THE DRIVER WILL KEEP ONE (1)
         DUPLICATE COPY AND YOU ARE TO RETAIN THE ORIGINAL AND ONE (1) DUPLICATE
         FOR YOUR RECORDS.

3.       FREEZER AND REFRIGERATED PRODUCTS SHOULD BE STORED IMMEDIATELY UPON
         RECEIPT.

         4. MAKE SURE THAT ALL CASES ARE COUNTED BEFORE YOU SIGN THE INVOICE.
         ONCE YOU HAVE SIGNED FOR A SPECIFIC QUANTITY OF CASES AND THE DRIVER
         HAS LEFT THE PREMISES, THE SHIPMENT IS YOUR RESPONSIBILITY. YOU WILL
         NOT BE GIVEN CREDIT FOR ANY SHORTAGES ONCE THE INVOICE HAS BEEN SIGNED
         AND THE DRIVER HAS GONE.

<PAGE>

                    ORDERING, DELIVERY, RECEIVING PROCEDURES

                              RECEIVING PROCEDURES
                                   (CONTINUED)

5.       PLEASE ASSIST IN PROVIDING A CLEAR PATH FOR THE TRUCK TO GAIN ENTRANCE
         TO THE DESIGNATED LOADING AREA.

6.       DUE TO INSURANCE REQUIREMENTS AND YOUR OWN SAFETY, CUSTOMER EMPLOYEES
         ARE NOT PERMITTED ON THE USF TRUCK.

                              UNLOADING PROCEDURES

1.       THE DRIVER WILL UNLOAD AND PLACE ALL ORDERS IN DESIGNATED AREAS.

2.       THE DRIVER IS NOT RESPONSIBLE FOR PLACING CASES ON STORAGE SHELVES.

                                PAYMENTS-CREDITS

                            SHORTAGES/VISIBLE DAMAGE

AT THE TIME OF DELIVERY, SHOULD ANY PRODUCT ORDERED BE SHORTED OR DAMAGED, THE
DRIVER WILL ISSUE AN INSTANT CREDIT BY NOTATION ON THE ORIGINAL INVOICE OF
SHORTAGES, DAMAGED OR RETURNED GOODS.

                                CONCEALED DAMAGE

IF YOU SHOULD DISCOVER DAMAGED MERCHANDISE AFTER THE DRIVER LEAVES, YOU SHOULD
NOTIFY YOUR USF CUSTOMER SERVICE REPRESENTATIVE WHEN PLACING YOUR NEXT ORDER.
DAMAGED OR DEFECTIVE MERCHANDISE SHOULD NOT BE DISPOSED OF AS USF MAY NEED TO
INSPECT.

PLEASE INDICATE THE FOLLOWING:

                  1.       INVOICE NUMBER UNDER WHICH THE PRODUCT WAS DELIVERED.

                  2.       PRODUCT CODE NUMBER.

                  3.       QUANTITY OF ITEM.

                  4.       PRICE OF PRODUCT DELIVERED.

                  5.       DESCRIPTION OF PRODUCT.

<PAGE>

                    ORDERING, DELIVERY, RECEIVING PROCEDURES

                             PICK-UPS AND/OR RETURNS

1.       PICK-UPS AND/OR RETURNS MAY OCCASIONALLY BE NECESSARY. IN ORDER FOR
         CREDIT TO BE ISSUED, PRODUCT MUST BE IN THE ORIGINAL SHIPPING CARTON
         AND IN REASONABLE CONDITION, UNLESS THERE IS CONCEALED DAMAGE. IN THE
         EVENT THAT A PICK-UP AND/OR RETURNS ARE IN ORDER, ADVISE THE CUSTOMER
         SERVICE REPRESENTATIVE AT THE TIME THE NEXT ORDER IS PLACED. BE
         PREPARED TO PROVIDE THE FOLLOWING INFORMATION:

         a.       REASON FOR THE RETURN. (CONCEALED DAMAGE TO THE PRODUCT, ETC.)

         b.       INVOICE NUMBER FOR THE DELIVERED PRODUCT.

         c.       PRODUCT CODE NUMBER, QUANTITY, PRICE AND DESCRIPTION.

                       OUT-OF-STOCKS/SHORTS/SUBSTITUTIONS

CONTACT THE CUSTOMER SERVICE REPRESENTATIVE SO THE CORRECTIVE STEPS CAN BE TAKEN

ALL CREDIT MEMOS WILL BE PROCESSED AT DIRECTION WITHIN ONE (1) WEEK.

                       WE THANK YOU FOR THE OPPORTUNITY TO
                    PROVIDE YOU WITH THE TYPE OF SERVICE YOU
                          HAVE COME TO KNOW AND EXPECT.