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      Exhibit 10.21



April 30, 1999



Arthur Treacher's, Inc.
Mr. Bruce Galloway
7400 Baymeadows Way, Suite 300
Jacksonville, FL 32256

Dear Bruce:

This letter hereby amends the Arthur  Treacher's/Miami  Subs Development Program
Master Agreement dated August 13, 1998.

1. Arthur Treacher's, Inc. ("Arthur Treacher's") agrees to grant Miami Subs USA,
Inc.  ("MSUSA")  the  exclusive  (United  States only) right to co-brand  Arthur
Treacher's concept and products. MSUSA shall have the exclusive right to (a) co-
brand Arthur Treacher's in existing Miami Subs restaurants;  (b) co-brand Arthur
Treacher's in new restaurants  within the Miami Subs system which may or may not
include  co-branding  with  Nathan's,  Kenny Rogers,  or Miami Subs; and (c) co-
brand with any other  fast-food  restaurant  or  fast-food  restaurant  company;
provided,  however,  Arthur Treacher's has the right to enter into a co-branding
arrangement  with Riese  Restaurant in Manhattan,  Pudgies Chicken and Sylvia's.
Arthur  Treacher's  recognizes  that Miami Subs  co-brands  with other  concepts
(including  Baskin-Robbins,  Nathan's and Kenny Rogers) and plans to expand this
program to other cc-branding  partners and is developing  co-branded units which
may or may not include a Miami Subs or an Arthur Treacher's.

Arthur Treacher's may not operate or license others to operate a standard Arthur
Treacher's  restaurant  within a one (1) mile  radius  (or  within ten (10) city
blocks in any urban market) of any Miami Subs restaurant or co-brand  restaurant
In the Miami Subs  system.  Arthur  Treacher's  agrees to enter  into  franchise
agreements  or license  agreement  with each co-brand  restaurant  designated by
Miami Subs permitting the sale of Arthur Treacher's  products at such co-branded
restaurant.  Arthur  Treacher's  retains all retail rights to Arthur  Treacher's
products  and  the  right  to  license  non-chain  (multi-unit)  non-fast  food,
restaurants to sell Arthur Treacher's products.



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2. An initial  franchise fee associated with entering into an Arthur  Treacher's
Franchise  Agreement  under  this  program  shall be no less than Five  Thousand
Dollars  ($5,000.00).  Miami  Subs  will  collect  the  franchise  fee  from the
franchisee  and  will  remit  Two  Thousand  Five  Hundred  Dollars  ($2,506.00)
collected  from any existing  Miami Subs  Restaurant and any existing Miami Subs
franchisee who are opening a new restaurant, to Arthur Treacher's within 15 days
following  the  collection  of the  initial  franchise  fee.  There  shall be no
separate  franchise fee due to Arthur Treacher's for Miami Subs company operated
co-branded  restaurants;  however,  Miami Subs shall reimburse Arthur Treacher's
for approved direct,  out- of-pocket  expenses  incurred by Arthur Treacher's in
participating in the unit opening. For prospective  franchisee to the Miami Subs
or Nathan's  system whose  principle(s)  are not currently a franchisee with the
Miami Subs or  Nathan's  system,  Miami Subs will  remit Five  Thousand  Dollars
($5,000.00) to Arthur  Treacher's  within fifteen (15 days following  collection
from such prospective  franchisee of the initial  franchise fees associated with
entering into an Arthur Treacher's Franchise Agreement under this program. Miami
Subs may, in its sole  discretion,  charge each  co-brand  restaurant an opening
fee.

3. For any prospective  cc-brand restaurant whose principle(s) are not currently
a  franchisee  with the Miami Subs  System,  Miami  Subs  shall  remit to Arthur
Treacher's  a royalty fee of two  percent  (2%) of the total  Arthur  Treacher's
products Gross Revenue in the Restaurant on a monthly basis within ten (10) days
following  the month tat the entire  royalty fee is collected  from the owner of
the co-brand restaurant.

4.  Arthur  Treacher's   further  agrees  to  two  (2)  Nathan's  Famous,   Inc.
("Nathan's)/Arthur  Treacher's  test  units.  There will be no royalty  fees due
Arthur Treacher's from the Nathan's/Arthur Treacher's test units for one hundred
and twenty (120) days from the opening of each  Nathan's/Arthur  Treacher's test
unit.  After  one  hundred  and  twenty  (120)  days  from the  opening  of each
Nathan's/Arthur  Treacher's test unit, Arthur Treacher's shall receive a royalty
fee of two percent (2%) of the total Arthur Treacher's gross revenue in the test
unit on a monthly  basis within ten (10) days  following  the month the revenues
were collected. There will be no initial franchise fee charged for either of the
Nathan's/Arthur  Treacher's  test units.  Upon  termination or expiration of the
test  period,  Arthur  Treacher's  shall  provide  the  owner/operator  with the
approved Arthur Treacher's franchise agreement for use with this program.

5. To maintain the exclusivity granted to Miami Subs by Arthur Treacher's, Miami
Subs  agrees that 1) between  the date  hereof and April 30,  2001,  twelve (12)
existing Miami Subs restaurants  shall be converted into co-branded  restaurants
which  include  Arthur  Treacher's  and there will be  twenty-five  (25) new co-
branded restaurants which include Arthur Treacher's a 2) by April 30, 2002 there


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will be an additional twenty-five (25) new  co-brandedrestaurants  which include
Arthur  Treacher's be opened;  and 3) each twelve (12) months  thereafter  there
will be an additional forty (40) new co-branded restaurants which include Arthur
Treache to be opened.  If there are more than the required approved in any year,
the excess  will be  applied to meet the  requirements  in the  following  year.
Should  Miami  Subs fail to meet the above  schedule,  Miami Subs shall lose its
right to  exclusivity  but shall  continue  to have all other  rights  set forth
herein  and in the  Miami  Subs/Arthur  Treacher's  Development  Program  Master
Agreement,   including,   without  limitation,  the  right  to  open  co-branded
restaurants with Arthur Treacher's.

If Arthur  Treacher's is acquired by an entity which desires to terminate  Miami
Subs exclusive rights to co-brand with Arthur Treacher's,  Arthur Treacher's has
the right to  terminate  Miami Subs  exclusivity  by paying  Miami Subs  Fifteen
Thousand Dollars  ($15,000.00)  for each existing or approved Arthur  Treacher's
co-branded restaurant and Ten Thousand Dollars ($10,000.00) for each co- branded
restaurant  that would have been  developed or approved in  accordance  with the
schedule set forth above bad Miami Subs continued to have the exclusive right to
co-brand with Arthur Treacher's for the three (3) years following the date Miami
Subs exclusivity was terminated (ie., if Miami Subs exclusivity is terminated on
April 29, 2002, then Arthur Treacher's would pay Miami Subs $ 15)000.00 for each
existing or  approved  co-branded  restaurant  and  $250,000  for the first year
following the termination and $400,000 for each of the two years thereafter).

If Arthur  Treacher's  desires to cancel this  Agreement  for any other  reason,
other  than its'  being  acquired,  then it may do so under  the same  terms and
conditions  outlined herein,  provided it so advises Miami Subs at least six (6)
months prior to the proposed date of cancellation.

In the event the exclusivity  outlined herein is terminated,  Miami Subs (or its
corporate  affiliates) shall continue to have all other rights set forth herein,
including,  without limitation, the right to open co-branded restaurants serving
Arthur Treacher's products.

6. If Arthur  Treacher's  files for bankruptcy,  Arthur  Treacher's  desires and
grants Miami Subs the right to continue to use the Arthur Treacher's trademarks,
recipes,  operational  procedures,  and other  items  necessary  to  continue to
develop and operate the  co-branded  restaurants,  ten existing or to be opened.
Miami Subs shall  retain  all  rights it has under this  Agreement  and the same
rights tat other Arthur Treacher's franchisees have during a pending bankruptcy,
including the right to order from Arthur Treacher's suppliers.



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7. Except as amended hereby, all of the terms arid conditions of the Development
Program  Master  Agreement  shall  continue  in full  force and  effect  and the
representation,  warranties and covenants  contained in the Development  Program
Master  Agreement  shall  be read to give  effect  to the  amendments  contained
herein.  In the event this letter conflicts with the Development  Program Master
Agreement, this letter governs.

Please execute below acknowledging your acceptance of the terms of this letter.

Sincerly,

Miami Subs Corporation

Donald Peflyn
President and
Chief Operating Officer





ACCEPTED AND AGREED:


/s/ Bruce Galloway
Bruce Galloway, Chairman of the Board

Date: 05/04/99


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