SBARRO, INC.
                     1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                (as amended through May 21, 1997 and adjusted to reflect
                the 3-for-2 stock split distributed September 22, 1994)


           1.   Purpose of the Plan

                The purpose of this 1993 Non-Employee Director Stock Option
           Plan (the "Plan") of Sbarro, Inc., a New York corporation (the
           "Company"), is to make available shares of the Common Stock, par
           value $.01 per share, of the Company (the "Common Stock") for
           purchase by Directors who are not common law employees of the
           Company ("Outside Directors") and thus to attract and retain the
           services of experienced and knowledgeable Outside Directors for
           the benefit of the Company and its shareholders and to provide
           additional incentive for such Outside Directors to continue to
           work for the best interests of the Company and its shareholders
           through continuing ownership of its Common Stock.

           2.   Stock Subject to the Plan

                Subject to the provisions of Article 10, the total number
           of shares of Common Stock for which options may be granted under
           the Plan shall be 300,000.  Shares issued under the Plan may be
           either authorized but unissued shares or shares which shall have
           been purchased or acquired by the Company for this or any other
           purpose.  Such shares are from time to time to be allotted for
           option and sale to Outside Directors in accordance with the
           Plan.  In the event any option granted under the Plan shall
           expire, be cancelled or terminate for any reason without having
           been exercised in full or shall cease for any reason to be
           exercisable in whole or in part, the unpurchased shares subject
           thereto shall again be available for grant under the Plan.

           3.   Administration of the Plan

                The Plan shall be administered by the Board of Directors of
           the Company (the "Board").  The Board shall, subject to the
           express provisions of the Plan, grant options pursuant to the
           terms of the Plan; have the power to interpret the Plan; correct
           any defect, supply any omission or reconcile any inconsistency
           in the Plan; prescribe, amend and rescind rules and regulations
           relating to, but not inconsistent with, the Plan; determine the
           terms and provisions of the respective option agreements (which
           need not be identical); and make determinations necessary or
           advisable for the administration of the Plan.  The determination
           of the Board on the matters referred to in this Article 3 shall
           be conclusive.  No member of the Board shall be liable for any
           action or determination made in good faith with respect to the
           Plan or any options granted hereunder.<PAGE>






           4.   Option Grants

                Each individual who is an Outside Director on February 16,
           1993 shall, effective as of such date, be granted an option to
           purchase 3,750 shares of Common Stock.  Each individual who
           subsequent to February 16, 1993 becomes an Outside Director
           shall, on the date of his or her initial election to the Board,
           be granted an option to purchase 3,750 shares of Common Stock. 
           In addition, immediately following each annual meeting of
           shareholders at which directors are elected, commencing with the
           Company's 1994 Annual Meeting of Shareholders, each Outside
           Director then in office immediately following the conclusion of
           such meeting (whether or not elected at such meeting) shall,
           effective as of the date such meeting is held, be granted an
           option to purchase 3,750 shares of Common Stock; provided that
           an individual who becomes an Outside Director for the first time
           at such meeting shall be granted only one option to purchase an
           aggregate of 3,750 shares of Common Stock under this sentence
           and the preceding sentence.  An employee Director who ceases to
           be an employee but remains a Director shall not be deemed to
           become an Outside Director unless and until he or she is serving
           as an Outside Director immediately following the conclusion of
           the next meeting of shareholders at which Directors are elected
           (whether or not such person is elected as a Director at such
           meeting).

           5. Option Price           

                The exercise price at which shares of the Common Stock may
           be purchased pursuant to options granted under the Plan shall be
           100% of the fair market value of the Common Stock on the date an
           option is granted, but not less than the par value of the Common
           Stock.  The fair market value of the Common Stock on any day
           shall be (a) if actual sales price information is generally
           reported for the Common Stock on its principal market, the mean
           between the highest and lowest quoted selling prices, regular
           way, of the Common Stock on such day (or last day of trade prior
           to such day if not traded on such day) as reported by such
           market or on a consolidated tape reflecting transactions on such
           market, (b) if actual sales price information is not generally
           reported for the Common Stock on its principal market, the mean
           between the highest bid and lowest asked prices for the Common
           Stock on such day (or the last day quoted prior to such day if
           not quoted on such day) as reported by on the National
           Association of Securities Dealers (including under its OTC
           Bulletin Board Service), National Quotation Bureau Incorporated
           or a similar organization, or (c) if neither of the above are
           applicable, the mean between the then current highest
           independent bid and lowest independent asked prices for the
           Common Stock, determined by the Board (the determination of
           which shall be conclusive) on the basis of reasonable inquiry. 

                                          2<PAGE>







           6.   Term of Each Option

                The term of each option (regardless of whether granted
           prior to, on or after May 21, 1997) shall be ten years, subject
           to earlier termination as provided in the Plan.

           7.  Exercise of Options

                 (a) Subject to the provisions of Article 9, no option
           granted under the Plan shall be exercisable for a period of one
           year after the date of grant, at which time the option shall
           become exercisable as to the full number of shares subject to
           the option.

                 (b) The option shall not be exercisable at any time in an
           amount less than 500 shares (or the remaining shares then
           covered by and purchasable under the option if less than 500
           shares).  In no case may a fraction of a share be exercised,
           purchased or issued under the Plan.

                 (c) The purchase price of the shares as to which an option
           shall be exercised shall be paid in full in cash or by check at
           the time of exercise. In addition, the Outside Director shall
           pay to the Company in cash or by check, upon demand, the amount,
           if any, which the Company determines is necessary to satisfy its
           obligation to withhold federal, state and local income and other
           taxes or other amounts incurred by reason of the grant or
           exercise of the option. 

                (d) An option (or any part thereof), to the extent then
           exercisable, shall be exercised by giving written notice to the
           Company at its principal office (Attention:  Vice President -
           Finance), specifying the number of shares of Common Stock as to
           which such option is being exercised and accompanied by payment
           in full of the aggregate exercise price therefor.

                 (e) An Outside Director entitled to receive shares of
           Common Stock upon the exercise of an option shall not have the
           rights of a shareholder with respect to such shares of Common
           Stock until the date of issuance of a stock certificate to him
           or her for such shares.

                (f)  Nothing in the Plan or in any option granted under the
           Plan shall confer on any Outside Director any right to continue
           as a director of the Company.


           8.    Non-Transferability of Options.



                                          3<PAGE>





                No option granted under the Plan shall be transferable
           other than by will or the laws of descent and distribution by
           the Outside Director or his or her legal representatives, and
           may be exercised during the Outside Director's lifetime only by
           him or her.  Except to such extent, options may not be assigned,
           transferred, pledged, hypothecated or disposed of in any way
           (whether by operation of law or otherwise) and shall not be
           subject to execution, attachment or similar process.

           9. Termination of Services on the Board of Directors. 

                 (a) In the event that an Outside Director to whom an
           option has been granted under the Plan shall cease to serve on
           the Board for any reason (including as a result of not being re-
           elected to the Board), other than by reason of his or her death
           or disability (as that term is defined in paragraph (d) of this
           Article 9), such option may be exercised, to the extent that the
           Outside Director was entitled to do so at the time of cessation
           of service, at any time within three months after such cessation
           of service but not thereafter, and in no event after the date on
           which, except for such cessation of service, the option would
           otherwise expire; provided, however, that if his or her service
           on the Board shall have been terminated for cause, his or her
           options shall terminate immediately.

                 (b) If an Outside Director to whom an option has been
           granted under the Plan shall cease to serve on the Board by
           reason of disability, the option may be exercised in whole or in
           part by the Outside Director as to the remaining unexercised
           portion of the option (notwithstanding that the option had not
           yet become exercisable with respect to all or any part of such
           shares at the date of cessation of service on the Board) at any
           time within nine months after such cessation of service on the
           Board but (except as provided in paragraph (c) of this Article
           9) not thereafter, and in no event after the date on which the
           option would otherwise expire.

                (c) If an Outside Director to whom an option has been
           granted under the Plan shall die (i) while he or she is serving
           on the Board, (ii) within three months after cessation of
           service on the Board (other than by virtue of the proviso in
           paragraph (a) of this Article 9), or (iii) within nine months
           after cessation of service on the Board by reason of disability,
           such option may be exercised in whole or in part by the legatee
           or legatees of such option under the Outside Director's last
           will, or by his or her personal representatives or distributees
           within one year after the date of his or her death as to the
           remaining unexercised portion of the option (notwithstanding
           that the option had not yet become exercisable with respect to
           all or any part of such shares at the date of death), but in no
           event after the date on which the option would otherwise expire.


                                          4<PAGE>





                (d)  For the purpose of this Article 9, "disability" shall
           mean permanent mental or physical disability as reasonably
           determined by the Board.  The Outside Director as to whom such
           determination is being made shall not participate in the Board's
           deliberation or vote in making such determination.

           10. Adjustment of and Changes in Common Stock.         

                (a)  In the event of any change in the outstanding Common
           Stock by reason of a stock dividend, stock split, stock
           combination, recapitalization, merger in which the Company is
           the surviving corporation, reorganization or the like, the
           aggregate number and kind of shares subject to the Plan, the
           aggregate number and kind of shares subject to each outstanding
           option and the exercise price thereof shall be adjusted by the
           Board in a manner similar to which antidilution adjustments are
           made pursuant to other Company agreements, plans (including
           stock option plans for employees of the Company) and
           arrangements.

                (b)  In the event of (i) the liquidation or dissolution of
           the Company, (ii) a merger or consolidation in which the Company
           is not the surviving corporation, or (iii) any other capital
           reorganization in which more than 50% of the shares of Common
           Stock of the Company entitled to vote in the election of
           directors are exchanged, outstanding options shall terminate,
           unless other provision is made therefor in the transaction.

           11. Compliance with Securities Laws.

                (a)  It is a condition to the exercise of any option that
           either (i) a Registration Statement under the Securities Act of
           1933, as amended, or any succeeding act (collectively, the
           "Securities Act"), with respect to its underlying shares shall
           be effective and current at the time of exercise of the option
           or (ii) in the opinion of counsel to the Company, there shall be
           an exemption from registration under the Securities Act for the
           issuance of shares of Common Stock upon such exercise.  Nothing
           herein shall be construed as requiring the Company to register
           shares subject to the Plan for issuance or for resale. 

                (b)  In connection with fulfilling the condition set forth
           in paragraph (a)(ii) of this Article 11, the Company may require
           an Outside Director, as a condition to the exercise of an
           option, to execute and deliver to the Company representations
           and warranties, in form and substance satisfactory to counsel to
           the Company, that (i) the shares of Common Stock to be issued
           upon the exercise of the option are being acquired by the
           Outside Director for his or her own account, for investment only
           and not with a view to the resale or distribution thereof, all
           within the meaning of the Securities Act, and (ii) any
           subsequent resale or distribution of shares of Common Stock by

                                          5<PAGE>





           such Outside Director will be made only pursuant to (x) a
           Registration Statement under the Securities Act which is
           effective and current with respect to the shares of Common Stock
           being sold at the time of sale or (y) a specific exemption from
           the registration requirements of the Securities Act, but in
           claiming such exemption, the Outside Director shall, prior to
           any offer or sale or distribution of such shares of Common
           Stock, provide the Company with a favorable written opinion of
           counsel, in form and substance satisfactory to counsel to the
           Company, as to the applicability of such exemption to the
           proposed sale or distribution.  The Company may endorse such
           legend or legends upon the certificates for shares of Common
           Stock issued upon exercise of an option under the Plan, and may
           issue such "stop transfer" instructions to its transfer agent in
           respect of such shares, as it determines, in its discretion, to
           be necessary or appropriate to prevent a violation of, or to
           perfect an exemption from, the registration requirements of the
           Securities Act.

                (c)  The Company may also require, as a further condition
           to the exercise of an option, in whole or in part, that the
           shares of Common Stock underlying such option or the Plan be
           specifically listed on the securities markets on which the Com-
           pany's Common Stock is traded and be registered or qualified
           under any applicable state securities laws, and that the consent
           or approval of any governmental regulatory body, which the
           Company deems necessary or desirable as a condition to the
           exercise of such option or the issue of shares thereunder, shall
           have been effected or obtained free of any conditions requiring
           the Company to qualify as a foreign corporation or to execute a
           general consent to service of process in any jurisdiction
           wherein it has not already done so and free of any other
           conditions not customarily imposed by a securities exchange, law
           or governmental regulatory body in connection with such listing,
           qualification, consent or approval.

           12.   Amendment and Termination.

                The Board may amend, suspend or terminate the Plan or any
           portion thereof at any time except that, to the extent required
           by Rule 16b-3 ("Rule 16b-3") promulgated under the Securities
           Exchange Act of 1934 (the "Exchange Act") or applicable law: (a)
           no provision of the Plan relating to the amount or exercise
           price of shares of Common Stock subject to options to be granted
           under the Plan or the timing of grants may be amended more than
           once every six months other than to comport with changes in the
           Internal Revenue Code of 1986, as amended, the Employee
           Retirement Income Security Act of 1974, as amended, or the rules
           and regulations under either statute (including successor
           statutes and rules and regulations thereunder) and (b) the Board
           may not, without the approval of the Company's shareholders
           within 12 months after the date of adoption of any such

                                          6<PAGE>





           amendment or amendments, make any alteration or amendment
           thereof which (i) makes any change in the class of eligible
           participants as determined in accordance with Articles 1 and 4
           hereof; (ii) increases the total number of shares of Common
           Stock for which options may be granted under the Plan except as
           provided in Article 10 hereof; (iii) decreases the option
           exercise price provided in Article 5 hereof except as provided
           in Article 10 hereof; or (iv) materially increases the benefits
           accruing to participants under the Plan within the meaning of
           Rule 16b-3.  No amendment shall adversely affect the rights
           under any then outstanding option without the consent of the
           holder thereof.

           13.  Stock Option Contracts          

                Each option shall be evidenced by an appropriate contract
           which shall be duly executed by the Company and the Outside
           Director, and shall contain such terms and conditions not
           inconsistent with the Plan as may be determined by the Board.

           14.  Duties of the Company          

                The Company shall, at all times during the term of each
           option, reserve and keep available for issuance or delivery such
           number of shares of Common Stock as will be sufficient to
           satisfy the requirements of all options at the time outstanding,
           shall pay all original issue taxes with respect to the issuance
           or delivery of shares pursuant to the exercise of such options
           and all other fees and expenses necessarily incurred by the
           Company in connection therewith.

           15.  Effective Period          

                The Plan shall become effective on February 16, 1993, the
           date of its adoption by the Board of Directors; provided,
           however that if the Plan is not approved within 12 months
           thereof by the favorable vote then required for such action
           under the New York Business Corporation Law at a meeting to be
           held to consider such approval, the Plan and any options granted
           under the Plan will be null and void and of no further effect. 
           No options may be granted under the Plan after February 15,
           2003.  Options outstanding on or prior to such date shall,
           however, in all respects continue subject to the Plan.










                                          7<PAGE>