TOKYO 25257 v7 (2K)








                    STOCKHOLDERS AGREEMENT


                             AMONG


             OUTBACK STEAKHOUSE INTERNATIONAL L.P.

               NEWPORT PACIFIC RESTAURANTS, INC.

                         MICHAEL COBLE

                     GREGORY LOUIS WALTHER

                         DONNIE EVERTS

                        WILLIAM DANIEL

                         BETH BOSWELL

                           DON GALE

                        STACY GARDELLA

                        JAYME GOODSELL

                       KEVIN LEE CRIPPEN

                              AND

              OUTBACK STEAKHOUSE JAPAN CO., LTD.



                    ____________ ___, 2003



                       TABLE OF CONTENTS

1. CURRENT ISSUANCE                                      1

2. TRANSFER OF EQUITY SECURITIES                         1
   2.1  TRANSFER OF COMMON STOCK BY INDIVIDUAL
        STOCKHOLDER                                      1
   2.2  TRANSFER OF COMMON STOCK BY EXECUTIVE
        STOCKHOLDER                                      4
   2.3  PURCHASE ON DEATH OF INDIVIDUAL STOCKHOLDER
        OR EXECUTIVE SHAREHOLDER                         6
   2.4  TRANSFER OF EQUITY SECURITIES BY NPRI            6

3. TRANSFER OF PREFERRED STOCK                           8
   3.1  RESTRICTION ON TRANSFER OF PREFERRED STOCK
        BY THE MANAGEMENT STOCKHOLDER                    8

4. GENERAL PROVISIONS RELATED TO TRANSFERS               10
   4.1. TRANSFER                                         10
   4.2. TRANSFER IN VIOLATION OF SECTIONS 2 AND 3        10
   4.3. TERMINATION OF RIGHTS AND OBLIGATIONS            10

5. COVENANTS OF STOCKHOLDERS                             10
   5.1  CORPORATE EXISTENCE                              10
   5.2  PUBLICITY                                        11
   5.3  CONFIDENTIALITY                                  11
   5.4  AGREEMENT NOT TO COMPETE                         11
   5.5  VOTING AGREEMENT                                 11

6. REPRESENTATIONS AND WARRANTIES                        12
   6.1  REPRESENTATIONS AND WARRANTIES OF THE
        MANAGEMENT STOCKHOLDERS                          12
   6.2  REPRESENTATIONS AND WARRANTIES OF INDIVIDUAL
        STOCKHOLDERS AND EXECUTIVE STOCKHOLDER           13
   6.3  REPRESENTATIONS AND WARRANTIES OF THE COMPAN
        Y                                                13

7. EFFECTIVENESS OF AGREEMENT                            14

8. DEFINITIONS                                           14

9. MISCELLANEOUS                                         16
   9.1  ADDITIONAL ACTIONS AND DOCUMENTS                 16
   9.2  EXPENSES                                         16
   9.3  ASSIGNMENT                                       16
   9.4  ENTIRE AGREEMENT; AMENDMENT                      16
   9.5  WAIVER                                           16
   9.6  LIMITATION ON BENEFIT                            17
   9.7  BINDING EFFECT                                   17
   9.8  GOVERNING LAW                                    17
   9.9  NOTICES                                          17
   9.10 HEADINGS                                         18
   9.11 EXECUTION IN COUNTERPARTS                        18

Appendix 1     Management Stockholders
Appendix 2     Individual Stockholders
Appendix 3     Executive Stockholder
Appendix 4     Calculation of Option Price in respect of
Sections 2.1.2, 2.2.2 and 2.4.2



                    STOCKHOLDERS AGREEMENT

              OUTBACK STEAKHOUSE JAPAN CO., LTD.


    THIS  STOCKHOLDERS AGREEMENT (this "Agreement") is entered
into   as  of  __________  ___,  2003  by  and  among  Outback
Steakhouse  Japan  Co.,  Ltd., a Japan Kabushiki  Kaisha  (the
"Company"),  the  stockholders of the  Company  identified  on
Appendix  1  as  "Management Stockholders" (collectively,  the
"Management  Stockholders"), the stockholders of  the  Company
identified  on  Appendix  2  as the "Individual  Stockholders"
(collectively   the   "Individual   Stockholders")   and   the
stockholders of the Company identified on Appendix  3  as  the
"Executive  Stockholder" (the "Executive  Stockholder").   The
Management Stockholders, the Individual Stockholders  and  the
Executive  Stockholder are referred to herein collectively  as
the "Stockholders" and individually as a "Stockholder."

   WHEREAS, the parties hereto intend that 10,000 Common Stock
be  issued  to Executive Stockholder on or shortly  after  the
date  hereof ("Current Issuance") and consequently the  entire
capital stock of the Company will consist of 3,210,000  shares
of Preferred Stock and 100,000 shares of Common Stock;

    WHEREAS  each of the Stockholders holds after the  Current
Issuance, the Equity Securities (as defined in Article  8)  in
the  Company  set  forth opposite that Stockholder's  name  on
Appendix 1, 2 and 3 respectively; and

   WHEREAS the Company and the Stockholders wish to enter into
this  Agreement  to provide, among other things,  for  certain
mutual   restrictions  relating  to  the  transfer  of  Equity
Securities and other rights and responsibilities as set  forth
in this Agreement.

    Capitalized terms used in this Agreement have the  meaning
ascribed to them in Article 8.

   NOW THEREFORE, in consideration of the mutual covenants and
obligations  of the parties set forth herein,  and  for  other
good  and  valuable consideration, the receipt and sufficiency
of   which  is  hereby  acknowledged,  the  Company  and   the
Stockholders agree as follows:

1. CURRENT ISSUANCE

    Each  Stockholder  acknowledges that the  Stockholder  has
received  due  notice  of  the  shareholders'  meeting  and/or
consented   to  hold  such  meeting  without  the   procedures
otherwise required by law and the Articles of Incorporation of
the Company to be held on or before the date hereof, and shall
vote  to  approve the issuance of 10,000 shares  to  Executive
Stockholder in consideration of his contribution of  6,000,000
yen into the Company.

2. TRANSFER OF EQUITY SECURITIES

 2.1  Transfer of Common Stock by Individual Stockholder

     Each  Individual Stockholder shall not make any  Transfer
 of  any  Common  Stock now or hereafter held or  acquired  by
 such  Stockholder except pursuant to the provisions  of  this
 Section 2.1.

   2.1.1 Restrictions on Transfers while the Individual
         Stockholder is Employed by OSI LP

         During  such  time as the Individual  Stockholder  is
   employed  by  OSI  LP and until the lapse of  the  purchase
   options  contained  in  Section 2.1.2  and  2.1.3  of  this
   Agreement,   if  at  any  time  an  Individual  Stockholder
   desires  to  transfer his/her Common Stock, the  Individual
   Stockholder shall, prior to any desired Transfer, give  OSI
   LP  written  notice  of such desire ("Transfer  Notice  A")
   which  notice  shall specify such Individual  Stockholder's
   Common  Stock  to  be  transferred,  the  identity  of  the
   proposed  transferee,  the purchase price  for  the  Common
   Stock  to be transferred and the terms for payment of  said
   purchase price.  OSI LP shall respond to Transfer Notice  A
   within  thirty (30) days of receipt of such notice  whether
   it  consents  to  the Transfer described in  such  Transfer
   Notice  A.   In  the event OSI LP does not consent  to  the
   Transfer  by the Individual Stockholder (which consent  OSI
   LP  may  or  may  not  give in its  sole  discretion),  the
   Individual  Stockholder shall not transfer or  request  the
   Company to redeem such Common Stock. Failure of OSI  LP  to
   respond  to Transfer Notice A shall be deemed a refusal  of
   consent to the Transfer.

   2.1.2 Purchase Option in Favor of OSI LP

         In  the event the Individual Stockholder's employment
   with  OSI  LP is terminated for whatever reason,  including
   death  or Disability, OSI LP shall have the exclusive right
   and  option  (but  not  the obligation)  to  purchase  such
   Individual  Stockholder's Common Stock upon  the  following
   terms and conditions ("Purchase Option A"):

   (a)   Purchase Option A may be exercised by OSI LP to acquire
         such Common Stock at any time during a sixty (60) day period
         commencing  upon  the termination of  the  Individual
         Stockholder's employment with OSI LP.

   (b)   Purchase Option A shall be exercised by giving written
         notice thereof ("Option Notice") to the Individual Stockholder
         in accordance with the notice provisions hereof.  The date of
         mailing of the Option Notice shall be the date of exercise.
         The Option Notice shall specify a date and place for closing
         of the purchase, which notice shall be not more than thirty
         (30) days after the date of exercise.  OSI LP shall pay for
         the Common Stock to be purchased pursuant to Purchase Option A
         in immediately available funds.  OSI LP is entitled to receive
         customary representations and warranties from the Individual
         Stockholder  regarding  sale  of  shares   (including
         representations and warranties regarding good title to such
         shares, free and clear of any liens or encumbrances).

   (c)  The  purchase  price  to be paid by  OSI  LP  to  such
        Individual Stockholder shall be:

        (i)  if, at the time of termination of employment, any shares
             of Preferred Stock of the Company are outstanding, Option
             Price A-1 calculated pursuant to the method set forth in
             Appendix 4; and

        (ii) if, at the time of termination of employment, no shares
             of Preferred Stock of the Company are  outstanding, Option
             Price A-2 calculated pursuant to the method set forth in
             Appendix 4.

   2.1.3     Right of First Refusal held by OSI LP

   (a)   In the event Purchase Option A is not exercised within
         the sixty (60) days period commencing upon the termination of
         the Individual Stockholder's employment with OSI LP, and such
         Individual Stockholder (or his/her permitted successors in the
         case of death) thereafter desires to transfer his/her Common
         Stock, the Individual Stockholder shall, prior to any desired
         Transfer, give OSI LP and the Company written notice of such
         desire ("Transfer Notice A"), which transfer notice shall
         specify such Individual Stockholder's Common Stock to be
         transferred, the identity of the proposed transferee, the
         purchase price (the "Purchase Price A") for the Common Stock
         to be transferred and the terms for payment of said Purchase
         Price A.  Upon receipt of a proper Transfer Notice A, OSI LP
         shall have the right to acquire such Individual Stockholder's
         Common Stock or a portion of his/her Common Stock as is
         specified in the Transfer Notice A.  In the event the terms of
         payment are such that OSI LP cannot reasonably duplicate, OSI
         LP shall have the right to substitute the reasonable cash
         equivalent thereof.

   (b)   (i)OSI  LP  may  exercise the right of  first  refusal
         contained  herein by mailing written  notice  thereof
         ("Election  Notice A") to the Individual  Stockholder
         within  thirty  (30) days of the date of  receipt  of
         the Transfer Notice A.  In the event OSI LP fails  to
         mail  the  Election  Notice  A  to  the  transferring
         Individual  Stockholder within said thirty  (30)  day
         period,  OSI  LP's  rights under this  Section  2.1.3
         shall lapse.

         (ii) The closing for any purchase under this Section 2.1.3
         shall be consummated and closed on a date and at a place
         designated  by  OSI LP in a notice to the  Individual
         Stockholder, provided such consummation and closing date shall
         occur within sixty (60) days from the date of mailing of the
         Election Notice. At such closing, the Individual Stockholder
         shall execute and deliver all documents and instruments as are
         necessary and appropriate, in the opinion of counsel for the
         Company, to effectuate the Transfer of the Individual
         Stockholder's Common Stock to OSI LP in accordance with the
         terms of the Transfer Notice A and OSI LP shall deliver the
         Purchase Price to the Individual Stockholder in immediately
         available funds.  OSI LP is entitled to receive customary
         representations and warranties from the Individual Stockholder
         regarding his sale of shares (including representations and
         warranties regarding good title to such shares, free and clear
         of any liens or encumbrances). In the event the transferring
         Individual Stockholder has any outstanding debts to the
         Company, or unpaid capital contribution obligations to the
         Company, such debts or unpaid capital contributions, including
         any accrued interest, shall be repaid in full prior to such
         closing.

   (c)   The  right of first refusal provided herein  shall
         continue  until all of the Individual Stockholder's  Common
         Stock  are  transferred  by the Individual  Stockholder  in
         compliance with the terms hereof.

 2.2  Transfer of Common Stock by Executive Stockholder

    The Executive Stockholder shall not make any Transfers of
 any Common Stock now or hereafter held or acquired by such
 Stockholder except pursuant to the provisions of this
 Section 2.2.

   2.2.1  Restrictions on Transfers while the Executive
          Stockholder is Employed by OSI LP

         During  such  time  as the Executive  Stockholder  is
   employed  by  OSI  LP and until the lapse of  the  purchase
   options  contained  in Sections 2.2.2  and  2.2.3  of  this
   Agreement,   if  at  any  time  the  Executive  Stockholder
   desires   to  transfer  his  Common  Stock,  the  Executive
   Stockholder shall, prior to any desired Transfer, give  OSI
   LP  written  notice  of such desire ("Transfer  Notice  B")
   which  notice  shall  specify the  Executive  Stockholder's
   Common  Stock  to  be  transferred, the  indemnity  of  the
   proposed transfer, the purchase price for the Common  Stock
   to  be  transferred  and  the  terms  of  payment  of  said
   purchase price.  OSI LP shall respond to Transfer Notice  B
   within  thirty (30) days of receipt of such notice  whether
   it  consents  to  the Transfer described in  such  Transfer
   Notice  B.   In  the event OSI LP does not consent  to  the
   Transfer  by  the Executive Stockholder (which consent  OSI
   LP  may  or  may  not  give in its  sole  discretion),  the
   Executive  Stockholder shall not transfer  or  request  the
   Company to redeem such Common Stock. Failure of OSI  LP  to
   respond  to Transfer Notice B shall be deemed a refusal  of
   consent to the Transfer.

   2.2.2  Purchase Option in favor of OSI LP

         In  the  event the Executive Stockholder's employment
   with  OSI LP is terminated: (A) prior to December 31,  2006
   by  OSI  LP  for  Cause,  or  by resignation  by  Executive
   Stockholder;  (B) prior to December 31,  2006  due  to  any
   reason  other than as set forth in (A), including Executive
   Stockholder's  death or Disability; or (C)  upon  or  after
   December  31,  2006  for  any  reason  whatsoever,  whether
   voluntary  or involuntary; then, in any such event  OSI  LP
   shall  have  the exclusive right and option  (but  not  the
   obligation)  to  purchase  the Common  Stock  held  by  the
   Executive  Stockholder  (the "Executive  Stock")  upon  the
   following terms and conditions ("Purchase Option B"):

   (a)  Purchase  Option B may be exercised by OSI LP  at  any
         time  during a sixty (60) day period commencing  upon
         the    termination    of   Executive    Stockholder's
         employment  with OSI LP as described in (A),  (B)  or
         (C)  of  this  paragraph 2.2.2.   Purchase  Option  B
         arising  under circumstances described in  (A)  above
         shall  be referred to herein as Purchase Option  B-1,
         Purchase    Option   arising   under    circumstances
         described  in  (B) above as Purchase Option  B-2  and
         Purchase    Option   arising   under    circumstances
         described in (C) above as Purchase Option B-3.

   (b)  Purchase  Option  B  shall  be  exercised  by   giving
         written  notice  thereof  ("Option  Notice   B")   to
         Executive  Stockholder in accordance with the  notice
         provisions  hereof.  The date of  mailing  of  Option
         Notice  B shall be the date of exercise.  The  Option
         Notice  B  shall  specify a  date  and  a  place  for
         closing  of  the purchase, which shall  not  be  more
         than  thirty  (30) days after the date  of  exercise.
         OSI  LP  shall  pay  for the Executive  Stock  to  be
         purchased   pursuant   to  Purchase   Option   B   in
         immediately  available funds.  OSI LP is entitled  to
         receive   customary  representations  and  warranties
         regarding  sale  of shares (including representations
         and  warranties regarding good title to such  shares,
         free and clear of any liens or encumbrances).

   (c)   The  purchase  price  to be paid  by  OSI  LP  to  the
         Executive Stockholder shall be:

         (i)   In the case of Purchase Option B-1, Option Price B-1
               calculated pursuant to the method set forth in Appendix 4;

         (ii)  In the case of Purchase Option B-2, Option Price B-2
               calculated pursuant to the method set forth in Appendix 4; and

         (iii) In the case of Purchase Option B-3, Option Price B-3
               calculated pursuant to the method set forth in Appendix 4.

   2.2.3  Right of First Refusal held by OSI LP

   (a)  In  the  event  Purchase Option  B  is  not  exercised
         within  the  sixty (60) days period  commencing  upon
         the   termination  of  the  Executive   Stockholder's
         employment   with   OSI   LP,   and   the   Executive
         Stockholder (or his/her permitted successors  in  the
         event   of  death)  thereafter  desires  to  transfer
         his/her   Common  Stock,  the  Executive  Stockholder
         shall,  prior to any desired Transfer,  give  OSI  LP
         and   the  Company  written  notice  of  such  desire
         ("Transfer  Notice B"), which transfer  notice  shall
         specify such Executive Stockholder's Common Stock  to
         be   transferred,  the  identity  of   the   proposed
         transferee,  the purchase price (the "Purchase  Price
         B")  for  the Common Stock to be transferred and  the
         terms  for  payment of said Purchase Price  B.   Upon
         receipt  of a proper Transfer Notice B, OSI LP  shall
         have    the   right   to   acquire   such   Executive
         Stockholder's  Common Stock as is  specified  in  the
         Transfer  Notice  B.   In  the  event  the  terms  of
         payment  are  such  that  OSI  LP  cannot  reasonably
         duplicate,  OSI LP shall have the right to substitute
         the reasonable cash equivalent thereof.

   (b)      (i)   OSI  LP  may  exercise the  right  of  first
             refusal   contained  herein  by  mailing  written
             notice  thereof  ("Election  Notice  B")  to  the
             Executive Stockholder within thirty (30) days  of
             the  date  of receipt of the Transfer  Notice  B.
             In  the  event OSI LP fails to mail the  Election
             Notice    B   to   the   transferring   Executive
             Stockholder  within said thirty (30) day  period,
             OSI  LP's  rights under this Section 2.2.3  shall
             lapse.

            (ii)  The  closing  for  any purchase  under  this
             Section 2.2.3 shall be consummated and closed  on
             a  date and at a place designated by OSI LP in  a
             notice  to  the  Executive Stockholder,  provided
             such  consummation and closing date  shall  occur
             within  sixty (60) days from the date of  mailing
             of  the  Election  Notice. At such  closing,  the
             Executive  Stockholder shall execute and  deliver
             all  documents  and instruments as are  necessary
             and  appropriate, in the opinion of  counsel  for
             the  Company, to effectuate the Transfer  of  the
             Executive  Stockholder's Common Stock to  OSI  LP
             in  accordance  with the terms  of  the  Transfer
             Notice  B  and OSI LP shall deliver the  Purchase
             Price   B   to   the  Executive  Stockholder   in
             immediately available funds.  OSI LP is  entitled
             to    receive   customary   representations   and
             warranties   from   the   Executive   Stockholder
             regarding   his   sale   of   shares   (including
             representations  and  warranties  regarding  good
             title  to  such  shares, free and  clear  of  any
             liens   or   encumbrances).  In  the  event   the
             transferring   Executive  Stockholder   has   any
             outstanding  debts  to  the  Company,  or  unpaid
             capital  contribution obligations to the Company,
             such   debts  or  unpaid  capital  contributions,
             including  any accrued interest, shall be  repaid
             in full prior to such closing.

   (c)  The  right  of  first  refusal provided  herein  shall
         continue  until  all  of the Executive  Stockholder's
         Common   Stock  are  transferred  by  the   Executive
         Stockholder in compliance with the terms hereof.

 2.3  Purchase on Death of Individual Stockholder or Executive
      Shareholder

     In  the  event  of death of an Individual Stockholder  or
 Executive  Stockholder,  if OSI  LP  does  not  exercise  the
 purchase  option under 2.1.2 or 2.2.2, the Common  Stock  may
 pass  to  his/her estate or heirs, provided  such  estate  or
 heirs  agree  that  such Common Stock  shall  be  and  remain
 subject  to  the  rights of first refusal  of  OSI  LP  under
 Section  2.1.3 or 2.2.3.  In the event such estate  or  heirs
 refuse  to  so agree in writing within twelve (12) days  from
 the  death  of  the  stockholder, the relevant  Common  Stock
 shall   automatically  be  transferred  to  OSI  LP  for   no
 consideration as of the date of the death.


 2.4  TRANSFER OF EQUITY SECURITIES BY NPRI

     NPRI shall not make any Transfer of any Common Stock  now
 or  hereafter held or acquired by NPRI except pursuant to the
 provisions of this Section 2.4.

   2.4.1  Restriction on Transfers while NPRI Employee is
          Employed by OSI LP

         During  such  time as NPRI Executive is  employed  by
   OSI  LP  and  until  the  lapse  of  the  purchase  options
   contained in Section 2.4.2 and 2.4.3 of this Agreement,  if
   at   any   time  NPRI  desires  to  transfer   its   Equity
   Securities,  NPRI  shall, prior to  any  desired  Transfer,
   give  OSI  LP  written  notice of  such  desire  ("Transfer
   Notice   C")  which  notice  shall  specify  NPRI's  Equity
   Securities to be transferred, the identity of the  proposed
   transferee,  the  purchase price for the Equity  Securities
   to  be  transferred  and  the  terms  of  payment  of  said
   purchase price.  OSI LP shall respond to Transfer Notice  C
   within  thirty (30) days of such notice whether it consents
   to  the Transfer described in such Transfer Notice  C.   In
   the  event OSI LP does not consent to the transfer by  NRPI
   (which  consent  OSI LP may or may not  give  in  its  sole
   discretion),  NPRI  shall  not  transfer  or  request   the
   Company  to redeem such Equity Securities. Failure  of  OSI
   LP  to  respond  to  Transfer Notice C shall  be  deemed  a
   refusal of consent to the Transfer.

   2.4.2  Purchase Option in favor of OSI LP

         In  the  event  the NPRI Executive's employment  with
   OSI  LP is terminated for whatever reason, including  death
   or  Disability, OSI LP shall have the exclusive  right  and
   option  (but  not the obligation) to purchase Common  Stock
   held  by  NPRI  upon  the following  terms  and  conditions
   ("Purchase Option C"):

   (a)  Purchase Option C may be exercised by OSI LP to acquire
         such Common Stock at any time during a sixty (60) day period
         commencing upon the termination of NPRI Executive's employment
         with OSI LP.

   (b)  Purchase Option C shall be exercised by giving written
         notice thereof ("Option Notice C") to NPRI in accordance with
         the notice provisions hereof.  The date of mailing of the
         Option Notice C shall be the date of exercise.  The Option
         Notice shall specify a date and place for closing of the
         purchase, which notice shall be not more than thirty (30) days
         after the date of exercise.  OSI LP shall pay for the Common
         Stock to be purchased pursuant to Purchase Option C in
         immediately available funds.  OSI LP is entitled to receive
         customary representations and warranties from NPRI regarding
         sale of shares (including representations and warranties
         regarding good title to such shares, free and clear of any
         liens or encumbrances).

   (c)  The purchase price to be paid by OSI LP to NPRI shall be:

         (i)  if, at the time of termination of employment, any time
             shares of Preferred Stock of the Company are outstanding,
             Option Price C-1 calculated pursuant to the method set forth
             in Appendix 4; and

         (ii) if, at the time of termination of employment,  no shares
             of Preferred Stock of the Company are  outstanding, Option
             Price C-2 calculated pursuant to the method set forth in
             Appendix 4.

   2.4.3  Right of First Refusal held by OSI LP

   (a)  In  the  event  Purchase Option  C  is  not  exercised
         within  the  sixty (60) days period  commencing  upon
         the  termination of NPRI Executive's employment  with
         OSI  LP, and NPRI thereafter desires to transfer  its
         Common  Stock,  NPRI  shall,  prior  to  any  desired
         Transfer, give OSI LP and the Company written  notice
         of  such desire ("Transfer Notice C"), which transfer
         notice  shall specify such Common Stock held by  NPRI
         to  be  transferred,  the identity  of  the  proposed
         transferee,  the purchase price (the "Purchase  Price
         C")  for  the Common Stock to be transferred and  the
         terms  for  payment of said Purchase Price  C.   Upon
         receipt  of a proper Transfer Notice C, OSI LP  shall
         have  the  right to acquire such NPRI's Common  Stock
         as  is  specified in the Transfer Notice C.   In  the
         event  the  terms  of payment is  such  that  OSI  LP
         cannot  reasonably duplicate, OSI LP shall  have  the
         right  to  substitute the reasonable cash  equivalent
         thereof.

   (b)      (i)   OSI  LP  may  exercise the  right  of  first
             refusal   contained  herein  by  mailing  written
             notice  thereof  ("Election Notice  C")  to  NPRI
             within  thirty (30) days of the date  of  receipt
             of  the  Transfer Notice C.  In the event OSI  LP
             fails  to  mail  the Election Notice  C  to  NPRI
             within  said  thirty (30) day  period,  OSI  LP's
             rights under this Section 2.4.3 shall lapse.

         (ii)     The  closing  for  any purchase  under  this
             Section 2.4.3 shall be consummated and closed  on
             a  date and at a place designated by OSI LP in  a
             notice  to  NPRI, provided such consummation  and
             closing  date shall occur within sixty (60)  days
             from  the date of mailing of the Election Notice.
             At  such  closing, NPRI shall execute and deliver
             all  documents  and instruments as are  necessary
             and  appropriate, in the opinion of  counsel  for
             the  Company, to effectuate the Transfer of  such
             NPRI's Common Stock to OSI LP in accordance  with
             the  terms  of the Transfer Notice C and  OSI  LP
             shall  deliver  the  Purchase  Price  C  to   the
             Individual  Stockholder in immediately  available
             funds.   OSI LP is entitled to receive  customary
             representations   and   warranties   from    NPRI
             regarding   his   sale   of   shares   (including
             representations  and  warranties  regarding  good
             title  to  such  shares, free and  clear  of  any
             liens  or  encumbrances). In the event  NPRI  has
             any  outstanding debts to the Company, or  unpaid
             capital  contribution obligations to the Company,
             such   debts  or  unpaid  capital  contributions,
             including  any accrued interest, shall be  repaid
             in full prior to such closing.

   (c)  The  right  of  first  refusal provided  herein  shall
         continue  until  all  of  NPRI's  Common  Stock   are
         transferred  by  NPRI in compliance  with  the  terms
         hereof.


3. TRANSFER OF PREFERRED STOCK

 3.1  Restriction on Transfer of Preferred Stock by the
      Management Stockholder

 Subject to the provisions set forth in Section 2.4.1:

   (a)      (i)     If   at   any   time   either   Management
             Stockholder  desires  to transfer  its  Preferred
             Stock,  the  Management Stockholder shall,  prior
             to   any   desired   transfer  give   the   other
             Management  Stockholder and the  Company  written
             notice  of  such  desire ("Transfer  Notice  D"),
             which   transfer   notice   shall   specify   the
             Management  Stockholder's Preferred Stock  to  be
             transferred,   the  identity  of   the   proposed
             transferee, the Purchase Price and the  terms  of
             payment of said Purchase Price.  Upon receipt  of
             a   Transfer   Notice  D,  the  other  Management
             Stockholder shall have the right to acquire  such
             transferring  Management Stockholder's  Preferred
             Stock  or  such portion of such Equity Securities
             as  is  specified in the Transfer Notice  D.   In
             the  event  the terms of payment in the  Transfer
             Notice  D  is such that the transferee Management
             Stockholder   cannot  reasonably  duplicate,   it
             shall   have   the   right  to   substitute   the
             reasonable equivalent thereof.

         (ii) The other Management Stockholder in receipt of the
             Transfer Notice D shall exercise the right of first refusal
             contained herein by mailing written Election Notice to the
             transferring Management Stockholder within thirty (30) days of
             the date of receipt of the Transfer Notice D.  In the event
             the other Management Stockholder fails to mail the Election
             Notice to the transferring Management Stockholder within said
             thirty (30) days period the other Management Stockholder's
             rights under this Section 3.1 shall lapse.

         (iii)     The closing for any purchase hereunder shall be
             consummated and closed on a date and at a place designated by
             the Company in a notice to both the Management Stockholders,
             provided such consummation and closing shall occur within
             sixty (60) days of mailing of the Election Notice.  At such
             closing, the transferring Management Stockholder shall execute
             and deliver all documents and instruments as are necessary and
             appropriate, in the opinion of counsel for the Company to
             effectuate the transfer of Management Stockholder's Preferred
             Stock to the other Management Stockholder in accordance with
             the terms of Transfer Notice D and the other Management
             Stockholder shall deliver the Purchase Price to the
             transferring management Stockholder in immediately available
             funds. The other Management Stockholder is entitled to receive
             customary representations and warranties from the transferring
             Management Stockholder regarding his sale of shares (including
             representations and warranties regarding good title to such
             shares, free and clear of any liens or encumbrances). In the
             event the transferring Management Stockholder has any
             outstanding debts to the Company, or unpaid capital
             contribution obligations to the Company, such debts or unpaid
             capital contributions, including any accrued interest, shall
             be repaid in full prior to such closing.

   (b)      (i)    In   the   event   the   other   Management
             Stockholder  does  not  exercise  the  right   of
             refusal   contained  in  subparagraph  (a),   the
             Company  may exercise the right of first  refusal
             contained  herein  by  mailing  written  Election
             Notice    to    the    transferring    Management
             Stockholder  within sixty (60) days of  the  date
             of  receipt  of the Transfer Notice  D.   In  the
             event  the  Company  fails to mail  the  Election
             Notice    to    the    transferring    Management
             Stockholder  within said sixty (60)  days  period
             the  Company's  rights  under  this  Section  3.1
             shall lapse.

         (ii)  The closing for any purchase hereunder shall be
             consummated and closed on a date and at a place designated by
             the Company in a notice to the transferring Management
             Stockholder, provided such consummation and closing shall
             occur within sixty (60) days of mailing of the Election
             Notice.  At such closing, the transferring Management
             Stockholder shall execute and deliver all documents and
             instruments as are necessary and appropriate, in the opinion
             of counsel for the Company to effectuate the transfer of
             Management Stockholder's Preferred Stock to the Company in
             accordance with the terms of Transfer Notice D and the Company
             shall deliver the Purchase Price to the transferring
             Management Stockholder in immediately available funds. The
             Company is entitled to receive customary representations and
             warranties from the transferring Management Stockholder
             regarding his sale of shares (including representations and
             warranties regarding good title to such shares, free and clear
             of any liens or encumbrances). In the event the transferring
             Management Stockholder has any outstanding debts to the
             Company, or unpaid capital contribution obligations to the
             Company, such debts or unpaid capital contributions, including
             any accrued interest, shall be repaid in full prior to such
             closing.


4. GENERAL PROVISIONS RELATED TO TRANSFERS

     4.1. Transfer

     (a)   "Transfer"  as  used in this Agreement  includes  a
 sale,  gift, mortgage, pledge, exchange, assignment or  other
 disposition  (whether  with  or  without  consideration   and
 whether  voluntary  or involuntary or by operation  of  law),
 including  without limitation, a disposition  under  judicial
 order,  legal  process, execution, attachment or  enforcement
 of   an  encumbrance  and  including  where  the  context  so
 requires, redemption by the Company.

     (b)   Any  permitted Transfer shall be made in accordance
 with the requirements of Japanese law.

     4.2. Transfer in violation of Sections 2 and 3

         The  parties  agree that no Transfer  shall  be  made
 except  in  compliance with the terms of the Agreement.   Any
 purported  transfer contrary to the terms of this Sections  2
 and 3 shall be null and void and of no force and effect.   In
 the  event transfer contrary to such terms is made,  and  the
 transferee  acquires  a valid claim as a shareholder  against
 the  Company under Japanese law, the transferor shall pay OSI
 LP  as  penalty the amount equal to the product of three  (3)
 and  the  greater  of (i) the market value  of  the  relevant
 Equity  Securities  determined by  OSI  LP  (which  shall  be
 binding  on the parties) and (ii) 100 yen multiplied  by  the
 number of shares of the relevant Equity Securities.

     4.3. Termination of Rights and Obligations

     The  rights and obligations of the parties under Sections
 2  and  3 irrevocably terminate on the occurrence of  any  of
 the  following  events:  (i)  the  voluntary  or  involuntary
 dissolution   of   the  Company;  or  (ii)  an   acquisition,
 consolidation, or merger of the Company into or with  another
 corporation that results in the Stockholders owning  publicly
 traded securities.


5. COVENANTS OF STOCKHOLDERS

 5.1  Corporate Existence

     The  Company shall preserve, maintain, and keep  in  full
 force  and  effect  the Company's corporate existence;  shall
 preserve,  maintain, and keep in full force  and  effect  all
 rights, franchises, and privileges necessary or desirable  in
 the  normal  conduct  of the Company's  business;  and  shall
 qualify  and  remain  qualified as a foreign  corporation  in
 each  jurisdiction in which such qualification  is  necessary
 in  view  of  the Company's business and operations  and  the
 ownership of its properties.

 5.2  Publicity

     Each  Stockholder hereby covenants and agrees  that  such
 Stockholder  shall  not,  directly or  indirectly,  make  any
 press  release  or  public  notice, announcement,  or  filing
 available   to   the  public  concerning  the  Company,   its
 Stockholders, or its intended business without  prior  notice
 to  and  reasonable  consultation with the  Company  and  the
 other  Stockholders, unless such notice and  consultation  is
 impracticable   under   applicable   laws   or   governmental
 regulations.

 5.3  Confidentiality

     Each  Stockholder covenants and agrees that,  unless  the
 Company  and  each  other Stockholder  otherwise  consent  in
 advance in writing, and except as otherwise required  by  any
 applicable  law or governmental regulation, such  Stockholder
 shall  not, directly or indirectly, disclose to anyone  other
 than  the Stockholders or the employees or directors  of  the
 Company  any non-public information regarding this  Agreement
 or   any  of  the  Exhibits  or  Appendices  hereto  or   the
 transactions   contemplated  hereby   or   thereby   or   the
 Stockholders or business of the Company.

 5.4  Agreement Not to Compete

     Each  Stockholder  other than OSI  LP   hereby  severally
 covenant and agree that they shall not, for  so long as  they
 are  stockholders of the Company and for a  period  of  three
 (3)  years  thereafter,  compete  with  the  Company  in  any
 business  in  which the Company is engaged or has  reasonably
 firm  plans  to  engage  during  such  period,  or  hold  any
 investment  (except for an investment in  less  than  a  five
 (5)%  equity  interest  in a publicly-traded  corporation  or
 other  entity)  in  any  entity that  so  competes  with  the
 Company.     The   noncompetition   covenants   under    this
 Section 5.3 shall terminate (a) if the Company ceases  to  be
 engaged in restaurant operating business, (ii) a petition  is
 filed  against  the Company under any bankruptcy,  insolvency
 or  similar  law  of any jurisdiction and  is  not  dismissed
 within  sixty  (60) days after such filing,  or  a  receiver,
 liquidator, trustee or similar agent for the Company  or  any
 of  its property is appointed by court order which remains in
 effect  for  more than sixty (60) days, or (iii) the  Company
 files  a  voluntary petition under any bankruptcy, insolvency
 or   similar  law  of  any  jurisdiction,  consents  to   the
 appointment  of  a receiver, liquidator, trustee  or  similar
 agent  for  it  or  any of its property, or makes  a  general
 assignment for the benefit of creditors.

 5.5  Voting Agreement

     No  Stockholder holding shares of the Common Stock of the
 Company  shall  take  any  action  to  cause  the  Board   of
 Directors of the Company to adopt a resolution approving  and
 authorizing the creation of any share of any class or  series
 of  capital  stock  of the Company other than  the  currently
 authorized shares of Common Stock and Preferred Stock of  the
 Company,  or  of any right or option requiring the  Board  of
 Directors of the Company to adopt a resolution approving  and
 authorizing the creation of any share of any class or  series
 of  capital  stock  of the Company other than  the  currently
 authorized  classes  of  the  shares  of  Common  Stock   and
 Preferred Stock of the Company.


6. REPRESENTATIONS AND WARRANTIES

 6.1  Representations and Warranties of the Management
     Stockholders

     Each  Stockholder that is a corporation, partnership,  or
 limited  liability company hereby represents and warrants  to
 the Company and to each other Stockholder as follows:

   6.1.1  Organization and Standing

         Such Stockholder is duly organized, validly existing,
   and in good standing under the laws of the jurisdiction  in
   which   it   is  organized.   Such  Stockholder   has   the
   corporate, partnership, or limited liability company  power
   and   authority  to  enter  into  this  Agreement  and   to
   consummate the transactions contemplated hereby.

   6.1.2  Authorization

           Such   Stockholder   has   taken   all   corporate,
   partnership, or limited liability company action  necessary
   for  it to enter into this Agreement and to consummate  the
   transactions contemplated hereby.

   6.1.3  Absence of Violation

         Neither the execution and delivery of this Agreement,
   or  of  any  document  or instrument  to  be  executed  and
   delivered  by  such Stockholder pursuant  hereto,  nor  the
   consummation  of the transactions contemplated  hereby  and
   thereby  will constitute a violation of, or default  under,
   or  conflict with, or require any consent under (other than
   a  violation or default that has been waived or  a  consent
   that  has  been  obtained), any term or  provision  of  the
   certificate  or  articles  of  incorporation   or   bylaws,
   partnership  agreement,  or  certificate  or  articles   of
   formation  or limited liability company agreement  of  such
   Stockholder or any contract, commitment, indenture,  lease,
   or  other agreement to which such Stockholder is a party or
   by which such Stockholder or any of its assets is bound.

   6.1.4  Binding Obligation

          This  Agreement  constitutes  a  valid  and  binding
   obligation  of such Stockholder, enforceable in  accordance
   with   its   terms,   except  to  the  extent   that   such
   enforceability  may  be limited by bankruptcy,  insolvency,
   and  similar  laws  affecting the rights  and  remedies  of
   creditors  generally, and by general principles  of  equity
   and  public policy; and each document and instrument to  be
   executed   by   such  Stockholder  pursuant  hereto,   when
   executed  and  delivered in accordance with the  provisions
   of  this Agreement, shall be a valid and binding obligation
   of  such  Stockholder, enforceable in accordance  with  its
   terms (with the aforesaid exceptions).

 6.2  Representations and Warranties of Individual Stockholders
     and Executive Stockholder

     Each  Stockholder who is an individual hereby  represents
 and  warrants  to the Company and each other  Stockholder  as
 follows:

   6.2.1  Power and Authority

         Such Stockholder has the legal capacity and all other
   necessary  power and authority to enter into this Agreement
   and to consummate the transactions contemplated hereby.

   6.2.2  Absence of Violation

         Neither the execution and delivery of this Agreement,
   or  of  any  document  or instrument  to  be  executed  and
   delivered  by  such Stockholder pursuant  hereto,  nor  the
   consummation  of the transactions contemplated  hereby  and
   thereby  will constitute a violation of, or default  under,
   or  conflict with, or require any consent under (other than
   a  violation or default that has been waived or  a  consent
   that  has  been  obtained), any term or  provision  of  any
   contract,  commitment, indenture, lease, or other agreement
   to  which  such  Stockholder is a party or  by  which  such
   Stockholder or any of his assets is bound.

   6.2.3  Binding Obligation

          This  Agreement  constitutes  a  valid  and  binding
   obligation  of such Stockholder, enforceable in  accordance
   with   its   terms,   except  to  the  extent   that   such
   enforceability  may  be limited by bankruptcy,  insolvency,
   and  similar  laws  affecting the rights  and  remedies  of
   creditors  generally, and by general principles  of  equity
   and  public policy; and each document and instrument to  be
   executed   by   such  Stockholder  pursuant  hereto,   when
   executed  and  delivered in accordance with the  provisions
   of  this Agreement, shall be a valid and binding obligation
   of  such  Stockholder, enforceable in accordance  with  its
   terms (with the aforesaid exceptions).

 6.3  Representations and Warranties of the Company

      The  Company  hereby  represents and  warrants  to  each
Stockholder as follows:

   6.3.1  Organization and Standing

         The  Company is a corporation duly organized, validly
   existing,  and  in good standing under the laws  of  Japan.
   The  Company has the corporate power and authority to enter
   into  this  Agreement  and to consummate  the  transactions
   contemplated hereby.

   6.3.2  Authorization

         The  Company has taken all corporate action necessary
   for  it to enter into this Agreement and to consummate  the
   transactions contemplated hereby.

   6.3.3  Absence of Violation

         Neither the execution and delivery of this Agreement,
   or  of  any  document  or instrument  to  be  executed  and
   delivered   by  the  Company  pursuant  hereto,   nor   the
   consummation  of the transactions contemplated  hereby  and
   thereby  will constitute a violation of, or default  under,
   or  conflict with, or require any consent under (other than
   a  violation or default that has been waived or  a  consent
   that  has  been  obtained), any term or  provision  of  the
   Articles  of Incorporation of the Company or any  contract,
   commitment, indenture, lease, or other agreement  to  which
   the  Company is a party or by which the Company or  any  of
   its assets is bound.

   6.3.4  Binding Obligation

          This  Agreement  constitutes  a  valid  and  binding
   obligation  of the Company, enforceable in accordance  with
   its  terms,  except to the extent that such  enforceability
   may  be limited by bankruptcy, insolvency, and similar laws
   affecting  the rights and remedies of creditors  generally,
   and  by general principles of equity and public policy; and
   each  document and instrument to be executed by the Company
   pursuant  hereto, when executed and delivered in accordance
   with  the  provisions of this Agreement, shall be  a  valid
   and  binding  obligation  of the  Company,  enforceable  in
   accordance with its terms (with the aforesaid exceptions).

   6.3.5  No Other Representations or Warranties

         The  Company and each Stockholder hereby  acknowledge
   that  no  party  hereto  has  made  any  representation  or
   warranty  as  to  the  transactions  contemplated  by  this
   Agreement,  the  business or prospects of the  Company,  or
   any  other  matter,  except  for  the  representations  and
   warranties   expressly  set  forth   in   this   Agreement,
   including the Exhibits and Appendices hereto.  The  Company
   and  each Stockholder further acknowledge that, in entering
   into  the transactions contemplated by this Agreement, they
   have  not relied on any representation or warranty  by  any
   party   other  than  the  representations  and   warranties
   expressly  set  forth  in  this  Agreement,  including  the
   Exhibits and Appendices hereto.


7. EFFECTIVENESS OF AGREEMENT

    This  Agreement is effective for all purposes at the  time
each  Stockholder and the Company have executed and  delivered
this Agreement.


8. DEFINITIONS

    Capitalized terms used in this Agreement have the  meaning
ascribed to them as follows:

   "Agreement" means this Stockholders Agreement.

    "Cause" means, (i) failure of the employee to perform  the
duties  required  of the employee in a manner satisfactory  to
OSI  LP,  in its sole discretion; provided, however, that  the
employment   shall   not  be  terminated  pursuant   to   this
subparagraph  (i)  unless OSI LP first gives  the  employee  a
written  notice  ("Notice  of  Deficiency").  The  Notice   of
Deficiency  shall specify the deficiencies in  the  employee's
performance of the employee's duties. The employee shall  have
a  period  of thirty (30) days, commencing on receipt  of  the
Notice  of  Deficiency,  in  which to  cure  the  deficiencies
contained  in  the  Notice of Deficiency.  In  the  event  the
employee does not cure the deficiencies to the satisfaction of
OSI  LP,  in its sole discretion, within such thirty (30)  day
period  (or  if  during such thirty (30)  day  period  OSI  LP
determines  that  the employee is not making reasonable,  good
faith efforts to cure the deficiencies to the satisfaction  of
OSI  LP)  OSI LP shall have the right to immediately terminate
the  term  of  employment. The provisions of this subparagraph
(i)  may be invoked by OSI LP any number of times and cure  of
deficiencies contained in any Notice of Deficiency  shall  not
be  construed as a waiver of this subparagraph (i) nor prevent
OSI  LP from issuing any subsequent Notices of Deficiency;  or
(ii) any dishonesty by the employee in the employee's dealings
with  OSI  LP or the Company, the commission of fraud  by  the
employee, negligence in the performance of the duties  of  the
employee,   insubordination,  willful   misconduct,   or   the
conviction  (or  plea  of guilty or nolo  contendere)  of  the
employee   of  any  felony,  or  any  other  crime   involving
dishonesty or moral turpitude; or (iii) any violation  of  any
covenant  or  restriction contained in Section 2.4.1,  Section
5.2,  Section 5.3 or Section 5.4 hereof; or (iv) any violation
of  any  material published policy of OSI LP, the  Company  or
their affiliates (material published policies include, but are
not  limited  to, the OSI LP's discrimination  and  harassment
policy,   responsible  alcohol  policy  and  insider   trading
policy).

   "Common Stock" means the common stock of the Company.

   "Company" means OSJ K.K. a Japan Kabushiki Kaisha.

    "Disability" means the inability of the employee,  arising
out   of   any  medically  determinable  physical  or   mental
impairment,  to perform the services required of the  employee
hereunder for a period of ninety (90) consecutive days.

    "Equity Securities" means any share of any class or series
of  capital  stock of the Company or any right  or  option  to
acquire any share of capital stock of the Company and includes
the Common Stock and the Preferred Stock.

    "Executive  Stockholder" means the  person  identified  in
Appendix 3.

    "Executive Stock" has the meaning ascribed to that term in
Section 2.5.2.

    "Individual  Stockholder" means any person  identified  as
such in Appendix 2.

    "Management Stockholder" means the entities identified  as
such in Appendix 1.

    "NPRI"  means Newport Pacific Restaurants, Inc., a Georgia
corporation.

   "NPRI Employee" means Joel Silverstein.

    "OSI  LP" means Outback Steakhouse International, L.P.,  a
Georgia limited partnership.

   "Preferred Stock" means the preferred stock of the Company.

    "Stockholder" has the meaning ascribed to that term in the
first paragraph of this Agreement.


9. MISCELLANEOUS

 9.1  Additional Actions and Documents

     Each of the parties hereto hereby agrees to take or cause
 to  be  taken  such further actions, to execute, deliver  and
 file  or  cause  to  be executed, delivered  and  filed  such
 further  documents  and  instruments,  and  to  obtain   such
 consents,  as  may  be  necessary or  as  may  be  reasonably
 requested  in  order to fully effectuate the purposes,  terms
 and conditions of this Agreement.

 9.2  Expenses

     Each party shall pay his or its own expenses incident  to
 the  preparation  and negotiation of this Agreement  and  the
 transactions contemplated hereunder, including all legal  and
 accounting fees and disbursements.

 9.3  Assignment

     Neither  the Company nor any Stockholder may assign  this
 Agreement, in whole or in part, whether by operation  of  law
 or  otherwise, (a) unless such person has obtained the  prior
 written  consent of all the other parties, or (b) unless  and
 to  the  extent that such assignment is in connection with  a
 transfer  of Equity Securities upon death of such Stockholder
 in  accordance with Section 2.3.  Any purported assignment of
 this Agreement contrary to its terms is null and void and  of
 no force and effect.

 9.4  Entire Agreement; Amendment

     This  Agreement,  including the Appendices  and  Exhibits
 hereto  and  other writings referred to herein  or  delivered
 pursuant  hereto, constitutes the entire agreement among  the
 parties  to  this Agreement with respect to the  transactions
 contemplated  herein, and it supersedes  all  prior  oral  or
 written   agreements,  commitments  or  understandings   with
 respect  to  the matters provided for herein.  No  amendment,
 modification  or  discharge of this  Agreement  is  valid  or
 binding unless set forth in writing and duly executed by  all
 the Stockholders.

 9.5  Waiver

     No  delay  or  failure on the part of any party  to  this
 Agreement  in exercising any right, power or privilege  under
 this  Agreement  or  under  any other  instruments  given  in
 connection  with or pursuant to this Agreement  shall  impair
 any  such  right,  power or privilege or be  construed  as  a
 waiver  of  any  default  or  any acquiescence  therein.   No
 single  or  partial  exercise of any  such  right,  power  or
 privilege shall preclude the further exercise of such  right,
 power  or  privilege,  or the exercise of  any  other  right,
 power  or  privilege.  No waiver will be  valid  against  any
 party to this Agreement unless made in writing and signed  by
 the  party against whom enforcement of such waiver is  sought
 and then only to the extent expressly specified therein.

 9.6  Limitation on Benefit

     It  is the explicit intention of the parties hereto  that
 no  person or entity other than the parties to this Agreement
 is  or  shall be entitled to bring any action to enforce  any
 provision  of this Agreement against any of the parties,  and
 the  covenants, undertakings and agreements set forth in this
 Agreement  shall be solely for the benefit of, and  shall  be
 enforceable only by, the parties to this Agreement  or  their
 respective   successors,  heirs,  executors,  administrators,
 legal representatives and permitted assigns.

 9.7  Binding Effect

     This  Agreement binds and inures to the  benefit  of  the
 parties  to  this Agreement and their respective  successors,
 heirs,  executors, administrators, legal representatives  and
 permitted assigns.

 9.8  Governing Law

     This Agreement, the rights and obligations of the parties
 hereto,  and  any claims or disputes relating thereto,  shall
 be  governed by and construed in accordance with the laws  of
 Japan (excluding the choice of law rules thereof).

 9.9  Notices

      Every   notice  or  other  communication   required   or
 contemplated by this Agreement must be in writing  and  hand-
 delivered  or mailed by first-class, registered or  certified
 mail,   return   receipt  requested,  postage   prepaid,   or
 transmitted by telegram, telecopy, facsimile transmission  or
 telex, addressed as follows:

          (i)  If to the Company:

              Outback Steakhouse Japan Co., Ltd.
              Telest Building 2F
              7-1, Nishi-Azabu 1-chome, Minato-ku
              Tokyo 107-0052 Japan

                        with a copy (which does not constitute
               notice) to:

              Outback Steakhouse International L.P.
              Attention: CFO
              3355 Lenox Road, Suite 600
              Atlanta, Georgia, 30326
              U.S.A.

          (ii) If to a Stockholder:

                         To  such  Stockholder's  address   on
               Appendix 1, 2 and 3.

 Each  party may designate by notice in writing a new  address
 to  which  any  notice, demand, request or communication  may
 thereafter  be  so  given,  served  or  sent.   Each  notice,
 demand,  request,  or communication that  is  hand-delivered,
 mailed  transmitted,  telecopied or  telexed  in  the  manner
 described   above,  or  that  is  delivered  to  a  telegraph
 company,  will  be  considered  sufficiently  given,  served,
 sent,  received or delivered for all purposes at the time  it
 is  delivered to the addressee (with the return receipt,  the
 delivery   receipt,  or  the  answerback   being   considered
 conclusive, but not exclusive, evidence of such delivery)  or
 at   the   time   the   addressee   refuses   delivery   upon
 presentation.

 9.10 Headings

     Article  and Section headings contained in this Agreement
 are  inserted for convenience of reference only,  are  not  a
 part  of  this Agreement for any purpose, and do not  in  any
 way  define or affect the meaning, construction or  scope  of
 any of the provisions of this Agreement.

 9.11 Execution in Counterparts

      This Agreement may be executed in counterparts; each  of
which is an original.

          IN  WITNESS  WHEREOF, the undersigned are  executing
this  Agreement  as  of the date stated  in  the  introductory
clause.


                               OUTBACK STEAKHOUSE
                               INTERNATIONAL L.P.
                               By:OUTBACK STEAKHOUSE
                                   INTERNATIONAL, INC.,
                                   its general partner



                               By:
                               Name:
                               Title


                               NEWPORT PACIFIC RESTAURANTS,
                               INC.


                               By:
                               Name:
                               Title


                               MICHAEL COBLE





                               GREGORY LOUIS WALTHER




                               DONNIE EVERTS





                               WILLIAM DANIEL







                               BETH BOSWELL





                               DON GALE





                               STACY GARDELLA





                               JAYME GOODSELL





                               KEVIN LEE CRIPPEN





                               OUTBACK STEAKHOUSE JAPAN CO.,
                               LTD.


                               By:
                               Name:
                               Title
 Appendix 1Management Stockholders

 Appendix 2Individual Stockholders

 Appendix 3Executive Stockholder

 Appendix 4Calculation of Purchase Price in respect of
            Sections2.1.2 and 2.2.2 and 2.4.2



                    MANAGEMENT STOCKHOLDERS


     Name/Notice Address    Numbers and Class of Equity
Securities held


   OSI    3355 Lenox Road, Suite    : 2,921,0  Preferred
   LP     600, Atlanta, Georgia,           00  Stock
          30326 U.S.A.
                                       65,000  Common
                                               Stock

   NPRI   4279 Roswell Road, Suite  : 289,000  Preferred
          102-273, Atlanta,                    Stock
          Georgia, 30342-3700
          U.S.A.
                                       15,000  Common
                                               Stock

                    INDIVIDUAL STOCKHOLDERS


  Name        Notice Address Numbers and Class of Equity
Securities held


 Michael       779 Argonne Ave., Atlanta,   : 2,44 Common
 Coble         GA 30308                          0 Stock
 Gregory       2049 Wrights Mill Circle,    : 2,44 Common
 Walther       Atlanta,                          0 Stock
               GA 30324
 Donnie        78 W. Brookhaven Dr.,        : 2,44 Common
 Everts        Atlanta,                          0 Stock
               GA 30319
 William       2635 Coachmans Circle,       :  976 Common
 Daniel        Alpharetta, GA 30022                Stock
 Beth Boswell  1190 Standard Dr, NE,        :  488 Common
               Atlanta,                            Stock
               GA 30319
 Don Gale      145 Shadowbrook Dr.,         :  488 Common
               Roswell,                            Stock
               GA 30075
 Stacy         3995 Berkeley View Drive,    :  488 Common
 Gardella      Berkeley, GA 30096                  Stock
 Jayme         2517 Mt. Vernon Rd.,         :  240 Common
 Goodsell      Dunwoody,                           Stock
               GA 30338

                     EXECUTIVE STOCKHOLDER


     Name     Notice Address Numbers and Class of Equity
Securities held


   Kevin       c/o Outback Steakhouse         :10,00 Common
   Crippen     International L.P.                  0 Stock
               Attention: CFO
               3355 Lenox Road, Suite 600
               Atlanta, Georgia, 30326
               U.S.A.


CALCULATION OF OPTION PRICE IN RESPECT OF SECTIONS 2.1.2,
2.2.2 and 2.4.2

Option Price A-1: Net worth of the Company on its books as
             prepared by the Company divided by the number of
             shares of Common Stock outstanding at the time
             of the relevant date of exercise.

Option Price A-2:  The  purchase price shall be the  Appraised
             Value  of  the Common Stock. The Appraised  Value
             shall   be   such   price   as   the   Individual
             Stockholder and OSI LP shall agree. In the  event
             they  cannot  agree,  the Individual  Stockholder
             and  OSI LP shall each have the right to have the
             value  of  the  Common Stock ("Appraised  Value")
             determined  by appraisal in accordance  with  the
             following  terms. The Individual  Stockholder  or
             OSI  LP  shall  provide the  other  with  written
             notice  of  the Individual Stockholder's  or  OSI
             LP's   election  to  use  the  appraisal  process
             within  ten (10) days following the date  of  the
             Option   Notice.   If  neither   the   Individual
             Stockholder  or  OSI LP provide  the  other  with
             timely  written notice of an election to use  the
             appraisal  process, the Individual  Stockholder's
             and  OSI LP's right to an appraisal shall forever
             lapse  and  be  null and void and  the  Appraised
             Value  of  the  Individual  Stockholder's  Common
             Stock  shall  be finally and conclusively  deemed
             equal  to:  fifty percent (50%) of the Individual
             Stockholder's   total  cash  distributions   with
             respect  to  the Common Stock for the twenty-four
             (24)  months  immediately prior to the  month  of
             the    date   of   termination   of   employment,
             multiplied by five (5).

             If  the  Individual Stockholder or OSI  LP  gives
             timely  notice of election to have an  appraisal,
             two  (2)  appraisers  shall be  appointed  within
             twenty  (20)  days  following  the  date  of  the
             Option    Notice,    one   by   the    Individual
             Stockholder,   and  one  by  OSI   LP.   If   the
             Individual Stockholder, on the one hand,  or  OSI
             LP,  on  the  other  hand, fails  to  appoint  an
             appraiser  within  the  twenty  (20)  day  period
             specified  herein,  the sole appraiser  appointed
             within  such twenty (20) day period shall be  the
             sole  appraiser  for the purposes of  determining
             the  Appraised Value of the Common  Stock  to  be
             purchased. The Individual Stockholder and OSI  LP
             shall promptly provide notice of the name of  the
             appraiser  so  appointed by  such  party  to  the
             other.  A  third  appraiser, if the  initial  two
             appraisers  are appointed, shall be appointed  by
             the  mutual agreement of the first two appraisers
             so   appointed.  Each  of  the  appraisers  shall
             submit to the Individual Stockholder and OSI  LP,
             within   thirty   (30)  days  after   the   final
             appraiser    has   been   appointed   ("Appraisal
             Period"),  a  written appraisal of the  Appraised
             Value of the Common Stock.

             In   connection  with  any  appraisal   conducted
             pursuant  to  the provisions herein, the  parties
             hereto   agree  that  each  appraiser   appointed
             hereunder  shall  be  given  full  access  during
             normal   business   hours  to   all   information
             required  and  relevant to  a  valuation  of  the
             Common Stock.

             It   is  the  intent  of  the  parties  that  the
             Appraised   Value   of  the   Common   Stock   be
             determined  solely by reference to the  Company's
             restaurants  which are open and in  operation  as
             of  the  date  of  the appraisal ("Restaurants").
             Accordingly,  in determining the Appraised  Value
             of  the  Common  Stock, the appraiser  shall  not
             consider,  take  into account  or  attribute  any
             value  to (and shall be so instructed in  writing
             by  the  parties)  any goodwill  or  other  value
             attributable    to   the   Outback    Steakhouser
             restaurant  operating system  ("System")  or  the
             Outback   Steakhouser  trademarks   ("Proprietary
             Marks")  (other  than  the  Company's  right   to
             utilize the System and Proprietary Marks  in  the
             operation  of  the  Restaurants),  and  no  value
             shall  be attributed to any right or prospect  of
             opening additional restaurants in the future.

             If  three appraisers are appointed, the Appraised
             Value  of the Common Stock shall be equal to  the
             numerical  average of three appraised valuations;
             provided,   however,  that  if   the   difference
             between  any two appraisals is not more than  ten
             percent  (10%) of the lower of the two,  and  the
             third  appraisal differs by more than twenty-five
             percent  (25%)  of  the lower of  the  other  two
             appraisals,  the numerical average  of  such  two
             appraisals shall be determinative.

             Any  appraiser,  to be qualified  to  conduct  an
             appraisal  hereunder,  shall  be  an  independent
             appraiser  (i.e., not affiliated with OSI  LP  or
             the   Individual  Stockholder),  and   shall   be
             reasonably  competent as an  expert  to  appraise
             the  value  of the Common Stock. If any appraiser
             initially  appointed under this Agreement  shall,
             for  any  reason, be unable to serve, a successor
             appraiser   shall   be  promptly   appointed   in
             accordance with the procedures pursuant to  which
             the predecessor appraiser was appointed.

             Notwithstanding    the    foregoing,    if    the
             determination  of  the  Appraised  Value  of  the
             Common  Stock  by appraisal is not completed  and
             all   appraisal  reports  delivered  as  provided
             herein  within  the Appraisal  Period,  then  all
             closing,  payment  and similar  dates  subsequent
             thereto  shall be automatically extended one  (1)
             day  for  each  day  delivery  of  the  appraisal
             reports  is  delayed  beyond  the  end   of   the
             Appraisal Period.

             The  cost  of  the  appraiser appointed  by  each
             party  shall  be  borne by each such  party.  The
             cost  of the third appraiser, if any, or the sole
             appraiser,    in   the   event   the   Individual
             Stockholder  and  OSI LP mutually  agree  upon  a
             single  appraiser, shall be borne equally by  the
             Individual Stockholder and OSI LP.

Option Price B-1:  600  yen per Common Stock less, accumulated
             loss  of  the Company on the books of the Company
             as  prepared  and accounted for  by  the  Company
             during  the  period  of employment  of  Executive
             Stockholder  divided  by  the  number  of  Common
             Stock  outstanding at the time  of  the  relevant
             date of exercise.

Option Price B-2: The Appraised Value as calculated using  the
             method  set forth for Option Price A-2  shall  be
             used;  provided, however, that in  the  event  of
             termination   of   the  Executive  Stockholders's
             employment  due  to the his death or  Disability,
             the purchase price shall be a percentage (not  to
             exceed   100%)  of  the  Appraised  Value,   such
             percentage being the same percentage as  (i)  the
             number  of  months elapsed from the  commencement
             of   his   employment  to  the   termination   of
             employment, bears to (ii) sixty (60).

Option Price B-3:   The method for calculating Option Price A-
2 shall be used.

Option Price C-1:   The method for calculating Option Price A-
1 shall be used.

Option Price C-2:   The method for calculating Option Price A-
2 shall be used.