[GRAPHIC OMITTED]
SBARRO.
[GRAPHIC OMITTED]
                                                            401 Broadhollow Road
                                                              Melville, NY 11747
                                                                  (631) 715-4100


December 23, 2003

PERSONAL & CONFIDENTIAL

Mr. Anthony J. Puglisi 15 Carriage Court
Muttontown, New York 11791-3044

Dear Tony:

It was a pleasure talking to you again. Mario Sbarro, Bernie Zimmerman and I
agree that you're the person who can lead the financial functions at Sbarro. As
such, we are pleased to confirm an offer of employment to you as Vice President
and Chief Financial Officer. This letter will summarize the terms of our offer.

     o    As Chief Financial Officer, you will have full responsibility for the
          financial aspects of the company including accounting, tax, budgeting,
          MIS, benefits and risk management functions at Sbarro, and other
          duties as assigned. In addition, you will work with top management in
          developing plans for future financial restructuring of the company.

     o    As Chief Financial Officer you will report directly to me.

     o    You will be paid a salary of $200,000 per annum, paid in accordance
          with company payroll practices.

     o    You will be eligible to receive a bonus in accordance with the
          provisions of the "Sbarro Corporate Office Employee Bonus Plan", a
          draft copy of which is attached for your information. During your
          first calendar year of employment (February 2, 2004-December 31,2004),
          your guaranteed bonus will be $25,000. If your bonus eligibility under
          the "Sbarro Corporate Office Employee Bonus Plan" is greater that the
          guaranteed amount, you will receive the greater amount.

     o    You will be eligible to receive a Special Event Incentive Bonus if you
          are employed at the time of the Special Event. A Special Event shall
          be defined as (i) the consummation of a public offering of the
          Company's common stock, or (ii) any change in the ownership or
          effective control of the Company (other than changes which occur
          within the group of shareholders constituting the current holders of
          the



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          Company's common stock, members of their families and trusts for their
          respective benefits), including without limitation (a) the sale of
          fifty percent (50%) or more of the voting securities or assets of the
          Company, (b) the liquidation or dissolution of the Company, and/or (c)
          the merger of the Company with another entity whereby the shareholders
          of the Company as of the date immediately preceding the effective date
          of the merger do not own 50% or more of the outstanding voting power
          of the resulting entity as of the effective date of the merger (the
          first of any such events being the "Special Event").

     If you are in the employment of the Company under this offer of employment
     at the time of the Special Event, you shall receive, within twenty (20)
     business days after such Special Event a special bonus (the "Special Event
     Bonus"), payable in cash (unless you and the Company agree otherwise). The
     Special Event Bonus shall be in an amount equal to (i) one hundred twenty
     thousand (120,000) (provided, however, that such number shall be
     proportionately adjusted for any increase or decrease in the number of
     outstanding shares of the Company's common stock which is effected without
     the receipt of adequate consideration, in each case as determined by the
     Board in its good faith sole discretion), multiplied by (ii) (A) (1) the
     per share public offering price, minus the per share expenses. (including
     without limitation any underwriting discounts and commissions), as reported
     to the Securities and Exchange Commission, if the Special Event is a public
     offering, (2) the amount paid per share of common stock (net of expenses)
     if the Special Event is the sale (other than through the consummation of a
     public offering) of voting securities, (3) the amount paid (net of
     expenses) for the Company's assets (proportionately increased if less than
     all of such assets are sold), divided by the number of then outstanding
     shares of the Company's common stock, if the Special Event is the sale of
     assets, (4) the per share consideration paid to the stockholders of the
     Company for their shares of the Company's common stock, if the Special
     Event is a merger (and if such per share consideration includes securities
     of the surviving entity, than the fair market value of such securities at
     the time of the merger) or (5) the per share liquidation proceeds paid to
     the Company's stock holders, if the Special Event is the liquidation or
     dissolution of the Company, in each instance minus (B) eight dollars and
     eighty-one cents ($8.81).

     o    You will be eligible to receive a company car, which will include
          insurance, maintenance and gas. In lieu of a car, you can elect a
          monthly car allowance similar to that paid to other executives in your
          category.

     o    You will be eligible to participate in the Sbarro employee benefit
          package which includes medical, dental, life, and disability coverage,
          subject to the provisions of these plans. You will be eligible for the
          medical, dental, life and disability plans on your first day of
          employment, if you so elect.

     o    You will be reimbursed for all reasonable out-of-pocket business
          expenses actually incurred upon monthly submission to the company.



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     o    You will be eligible for three (3) weeks of paid vacation. This
          vacation may not be taken until after July 1, 2004.

          B)   You certify to us that you are not under any other employment
               contract or arrangement that will preclude you from joining us on
               a full time basis with no restrictions.

          C)   You will disclose any and all other positions and/or
               directorships with any other organization whether they be
               corporate or charitable.

As discussed, we would like to have you join us as a full time employee on
February 2. 2004. Please notify us concerning any contractual obligations you
have with your current employer which would prevent you from doing so.

Please note that your employment with Sbarro is on an "at-will" basis and as
such, may be terminated by you or the company, at any time for any reason. Any
bonuses due except the Special Event Bonus will be prorated.

Mario, Bernie and I are pleased to have you as a member of the Sbarro Management
team. We believe your experience and capabilities will provide needed expertise
to our company and, in turn, that the company can provide you with opportunities
for personal and professional growth. Please acknowledge your acceptance of this
offer by signing and returning one original of this letter to my attention at
your earliest convenience.

This offer of employment is contingent upon our company receiving a satisfactory
investigative report covering your educational, employment, credit and family
history.

We look forward to you joining us. Please call me at your earliest convenience
to discuss the employment schedule, and let me know if you have any questions.

This offer of employment will remain outstanding only until the close of
business on January 9, 2004.

Sincerely,


/s/ Michael P. O'Donnell
President and Chief Executive Officer


Acknowledged and Agreed:

/s/ Anthony J. Puglisi                                         12/30/03
--------------------------------------                         -----------------
Anthony J. Puglisi                                             Date

cc:      Mario Sbarro
         Bernie Zimmerman