**Exhibit
      10.02**




**OUTBACK
      STEAKHOUSE INTERNATIONAL**


**OFFICER
      EMPLOYMENT AGREEMENT**





THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective May 1,
      2002, by and between GREG L. WALTHER, whose address is 2049 Wrights Mill Circle,
      Atlanta, GA 30324 (hereinafter referred to as “Employee”),
      and OUTBACK STEAKHOUSE INTERNATIONAL, L.P., a Georgia limited partnership having
      its principal office at Lenox
      Center, 3355 Lenox Road, Suite 600, Atlanta, Georgia 30326 (the
“Company”).





W
      I T N E
      S S E T H:





This
      Agreement is made and entered into under the following
      circumstances:





A. WHEREAS,
      the Company is an affiliate of Outback Steakhouse, Inc. (“OSI”);
      and





B. WHEREAS,
      the Company is engaged in the business of owning and operating casual steakhouse
      restaurants known as “Outback Steakhouse®” utilizing a restaurant operating
      system and trademarks licensed to the Company; and





C. WHEREAS,
      the Company desires, on the terms and conditions stated herein, to employ
      Employee as Chief Financial Officer of the Company; and





D. WHEREAS,
      the Employee desires, on the terms and conditions stated herein, to be employed
      by the Company as Chief Financial Officer of the Company.





NOW,
      THEREFORE, in consideration of the foregoing recitals, and of the premises,
      covenants, terms and conditions contained herein, the parties hereto agree
      as
      follows:





1.  **Employment
      and Term** **.** Subject
      to earlier termination as provided for in **Section
      8** hereof,
      the Company hereby employs the Employee, and the Employee hereby accepts
      employment with the Company as Chief Financial Officer of the Company for a
      term
      commencing on May 1, 2002, and expiring one (1) year thereafter (“Term of
      Employment”). Such
      Term of Employment shall be automatically renewed for successive renewal terms
      of one (1) year each unless either party elects not to renew by giving written
      notice to the other party not less than sixty (60) days prior to the start
      of
      any renewal term.





**2.**  **Representations
      and Warranties** .
      The
      Employee hereby represents and warrants to the Company that the Employee (i)
      is
      not subject to any written nonsoli citation
      or noncompetition agreement affecting the Employee’s employment with the Company
      (other than any prior agreement with the Company), (ii) is not subject to any
      written confidentiality or nonuse/nondisclosure agreement affecting the
      Employee’s employment with the Company (other than any prior agreement with the
      Company), and (iii) has brought to the Company no trade secrets, confidential
      business information, documents, or other personal property of a prior
      employer.





**3.**  **Duties** **.** As
      Chief
      Financial Officer of the Company, the Employee shall:





(a)  diligently
      and faithfully perform all of the duties and functions as may be assigned to
      the
      Employee in such capacity by the Board of Directors, Chief Executive Officer
      or
      President of the Company; and





(b)  not
      to
      create a situation that results in termination for “cause” as that term is
      defined in **Section
      8** hereof.
      The Employee shall be required hereunder to devote one hundred percent (100%)
      of
      the Employee’s full business time and effort to the business affairs of the
      Company. The Employee




1




shall
      be
      responsible for directly reporting to the President of the Company on all
      matters for which the Employee is responsible.





Employee
      shall: (i) devote the Employee’s entire business time, attention, and energies to the business of the
      Company, (ii) faithfully and competently perform the Employee’s duties hereunder, and (iii) not create a situation constituting Cause
      as defined in **Section
      8** .
      T he Employee
      shall not, during the term of this Agreement, engage in any other business
      activity; ***provided,
      however,*** that the
      Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment
      portfolio in such a form and manner as will not require any business services
      on
      Employee’s part to any third party or
      conflict with the provisions of **Section
      9,**  **Section
      10** or **Section 14** hereof,
      or conflict with any published policy of the Company or its affiliates,
      including but not limited to the insider trading policy of the Company or its
      affiliates.





Notwithstanding
      anything to the contrary herein, the parties acknowledge and agree that the
      Employee shall, during the term of this Agreement, serve as an officer of such
      other subsidiaries or affiliates of the Company or OSI as the Company shall
      determine from time to time. In such capacity, the Employee
      shall be responsible generally for all aspects of such office. All terms,
      conditions, rights and obligations of this Agreement shall be applicable to
      any
      such position as though Employee and the applicable subsidiary or affiliate
      had
      separately entered into this Agreement, except that the Employee shall not
      be
      entitled to any compensation, vacation, fringe benefits, automobile allowance
      or
      other remuneration of any kind whatsoever from the applicable subsidiary or
      affiliate.





**4.**  **Compensation** **.** During
      the Term of Employment, the Employee shall be entitled to an annual base salary
      equal to at least the annual salary of Employee on the effective date hereof,
      payable in equal biweekly installments by the Company, to be reviewed annually
      by the Company.





**5.**  **Vacation** **.** Employee
      shall be entitled to three (3) weeks paid vacation (selected by Employee, but
      subject to the reasonable business requirements of the Company as determined
      by
      Employee’s supervisor) during each full year during the Term of
      Employment.  Vacation
      granted but not used in any year shall be forfeited at the end of such one-year
      period and may not be carried over to any subsequent year.





**6.**  **Fringe
      Benefits** **.** In
      addition to any other rights the Employee may have hereunder, the Employee
      shall
      also be entitled to receive those fringe benefits, including, but not limited
      to, complimentary food, life insurance, medical benefits, *etc.* ,
      if any,
      as may be provided by the Company to similar employees of the
      Company.





**7.**  **Expenses** **.** Subject
      to compliance with the Company’s policies, the Employee may incur reasonable
      expenses on behalf of and in furtherance of the business of the Company. The
      Company shall promptly reimburse the Employee for all such expenses upon
      presentation by the Employee, from time to time, of appropriate receipts or
      vouchers for such expenses that are sufficient in form and substance to satisfy
      all federal tax requirements for the deductibility of such expenses by the
      Company.





**8.**  **Termination** **.** Notwithstanding
      the provisions of **Section
      1** hereof,
      the Term of Employment shall terminate prior to the end of the period of time
      specified in **Section
      1** ,
      immediately upon:





(a)  The
      death
      of the Employee; or





(b)  The
      Employee’s Disability during the Term of Employment. For purposes of this
      Agreement, the term “Disability” shall mean 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; or




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(c)  The
      existence of Cause. For purposes of this Agreement, the term “Cause” shall be
      defined as:





(i)  Failure
      of the Employee
      to perform the duties required of the Employee
      in this Agreement in a manner satisfactory to the Company, in its sole
      discretion; provided, however, that the Term of Employment shall not be
      terminated pursuant to this subparagraph (i) unless the Company 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 the Company, in its sole
      discretion, within such thirty (30) day period (or if during such thirty (30)
      day period the Company determines that the Employee is not making reasonable,
      good faith efforts to cure the deficiencies to the satisfaction of the Company),
      the Company shall have the right to immediately terminate the Term of
      Employment. The provisions of this subparagraph (i) may be invoked by the
      Company 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 the Company from issuing any subsequent Notices of Deficiency;
      or





(ii)  Any
      dishonesty by the Employee
      in the Employee’s dealings with 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
      9,**  **Section
      10,**  **Section
      12** or **Section
      14** hereof;
      or





(iv)  Any
      violation of any material published policy of the Company or its affiliates
      (material published policies include, but are not limited to, the Company’s
      discrimination and harassment policy, responsible alcohol policy and insider
      trading policy).





(d)  At
      the
      election of the Company, upon the sale of a majority ownership interest in
      the
      Company or substantially all of the assets of the Company; or





(e)  At
      the
      election of the Company, upon the determination by the Company to cease the
      Company’s business operations.





For
      all
      purposes of this Agreement, termination for Cause shall be deemed to have
      occurred in the event of the Employee’s resignation when, because of existing
      facts and circumstances, subsequent termination for Cause can be reasonably
      foreseen.





In
      the
      event of termination of this Agreement pursuant to this **Section
      8** ,
      the
      Employee or the Employee’s estate, as appropriate, shall be entitled to receive
      (in addition to any fringe benefits payable upon death in the case of the
      Employee’s death) the base salary provided for herein up to and including the
      effective date of termination, prorated on a daily basis.





9.  **Noncompetition** **.**





(a)  During
      Term .
      During
      the Employee’s employment with the Company, the Employee
      shall not, individually or jointly with others, directly or indirectly, whether
      for the Employee’s own




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account
      or for that of any other person or entity, engage in or own or hold any
      ownership interest in any person or entity engaged in a restaurant business,
      and the Employee
      shall not act as an officer, director, employee, partner, independent
      contractor, consultant, principal, agent, proprietor, or in any other capacity
      for, nor lend any assistance (financial or otherwise) or cooperation to any
      such
      person or entity.





(b)  Post
      Term. For a
      continuous period of two (2) years commencing on termination of the Employee’s employment with the Company, regardless of any termination pursuant
      to **Section
      8** or any
      voluntary termination or resignation by the Employee, the Employee
      shall not, individually or jointly with others, directly or indirectly, whether
      for the Employee’s own account or for that of any other person or entity, engage in or
      own or hold any ownership interest in any person or entity engaged in a
      restaurant business with a theme, décor, menu or style of or featured cuisine
      the same as or substantially similar to that of any restaurant owned or operated
      by the Company, OSI or any of their affiliates, and that is located or intended
      to be located anywhere within a radius of thirty (30) miles of any restaurant
      owned or operated by the Company, OSI or any of their affiliates, or any
      proposed restaurant to be owned or operated by any of the foregoing, and
      Employee shall not act as an officer, director, employee, partner, independent
      contractor, consultant, principal, agent, proprietor, or in any other capacity
      for, nor lend any assistance (financial or otherwise) or cooperation to, any
      such person, or entity. For purposes of this **Section
      9(b)** ,
      Restaurants owned or operated by the Company or OSI shall include restaurants
      operated or owned by an affiliate of the Company or OSI, any successor entity
      to
      the Company or OSI, and any entity in which the Company, OSI or any of their
      affiliates has an interest, including but not limited to, an interest as a
      franchisor. The term “proposed restaurant” shall include all locations for which
      the Company, OSI, or their franchisees or affiliates is conducting active,
      bona
      fide negotiations to secure a fee or leasehold interest with the intention
      of
      establishing a restaurant thereon.





(c)  Limitation .
      Notwithstanding **subsections
      (a)** and **(b)** ,
      it
      shall not be a violation of this **Section
      9** for
      Employee to own a one percent (1%) or smaller interest in any corporation
      required to file periodic reports with the Securities and Exchange Commission
      pursuant to the Securities Exchange Act of 1934, as amended, or successor
      statute.





10.  **Nondisclosure;
      Nonsolicitation; Nonpiracy** **.** Except
      in
      the performance of Employee’s duties hereunder, at no time during the Term of
      Employment, or at any time thereafter, shall Employee, individually or jointly
      with others, for the benefit of Employee or any third party, publish, disclose,
      use, or authorize anyone else to publish, disclose, or use, any secret or
      confidential material or information relating to any aspect of the business
      or
      operations of the Company, OSI or their affiliates, including, without
      limitation, any secret or confidential information relating to the business,
      customers, trade or industrial practices, trade secrets, technology, recipes
      or
      know-how of any of the Company, OSI or their affiliates. Moreover, during the
      Employee’s employment with the Company and for two (2) years thereafter,
      Employee shall not offer employment to any employee of the Company, OSI, their
      franchisees or affiliates, or otherwise solicit or induce any employee of the
      Company, OSI, their franchisees or affiliates to terminate their employment,
      nor
      shall Employee act as an officer, director, employee, partner, independent
      contractor, consultant, principal, agent, proprietor, owner or part owner,
      or in
      any other capacity, for any person or entity that solicits or otherwise induces
      any employee of the Company, OSI, their franchisees or affiliates to terminate
      their employment.





11.  **Company
      Property: Employee Duty to Return** .
      All
      Company products, recipes, product specifications, training materials, employee
      selection and testing materials, marketing and advertising materials, special
      event, charitable and community activity materials, customer correspondence,
      internal memoranda, products and designs, sales information, project files,
      price lists, customer and vendor lists, prospectus reports, customer or vendor
      information, sales literature, territory printouts, call books, notebooks,
      textbooks, and all other like information or products, including all copies,
      duplications, replications, and derivatives of such information or products,
      now
      in the possession of Employee or acquired by Employee while in the employ of
      the
      Company, shall




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be
      the
      exclusive property of the Company and shall be returned to the Company no later
      than the date of Employee’s last day of work with the Company.





12.  **Inventions,
      Ideas, Processes, and Designs** .
      All
      inventions, ideas, recipes, processes, programs, software, and designs
      (including all improvements) (i) conceived or made by Employee during the course
      of Employee’s employment with the Company (whether or not actually conceived
      during regular business hours) and for a period of six (6) months subsequent
      to
      the termination or expiration of such employment and (ii) related to the
      business of the Company, shall be disclosed in writing promptly to the Company
      and shall be the sole and exclusive property of the Company. An invention,
      idea,
      recipe, process, program, software or design (including an improvement) shall
      be
      deemed “related to the business of the Company” if (a) it was made with
      equipment, supplies, facilities, or confidential information of the Company,
      (b)
      results from work performed by Employee for the Company, or (c) pertains to
      the
      current business or demonstrably anticipated research or development work of
      the
      Company. Employee shall cooperate with the Company and their attorneys in the
      preparation of patent and copyright applications for such developments and,
      upon
      request, shall promptly assign all such inventions, ideas, recipes, processes,
      and designs to the Company. The decision to file for patent or copyright
      protection or to maintain such development as a trade secret shall be in the
      sole discretion of the Company, and Employee shall be bound by such decision.
      Employee shall provide, on the back of this Employment Agreement, a complete
      list of all inventions, ideas, recipes, processes, and designs if any, patented
      or unpatented, copyrighted or non-copyrighted, including a brief description,
      that the Employee made or conceived prior to Employee’s employment with the
      Company and that therefore are excluded form the scope of this
      Agreement.





13.  **Company’s
      Promise to Give Employee Trade Secrets and Training** . In
      return
      for Employee’s agreement not to use or disclose the Company’s trade secrets,
      training, systems and confidential proprietary business methods, the Company
      unconditionally promises to give Employee within ninety (90) days of the signing
      of this contract trade secrets, specialized training and other confidential
      proprietary business methods.





Specifically,
      the Company unconditionally promises to give Employee one-on-one training from
      executives, trainers and senior employees of the Company or its affiliates.
      Further, the training will include training and information concerning
      procedures and confidential proprietary methods the Company uses to obtain
      and
      retain business from their customer base, operations in the Company’s home
      office, marketing and sales techniques, and information regarding the
      confidential information listed in **Section
      12(b)** of this
      Agreement. Further, after the ninety (90) days, as the Company develops (during
      Employee’s employment with the Company) additional trade secrets, employee
      surveys and analyses, financial data and other confidential proprietary business
      methods and overall marketing plans and strategies, the Company promises to
      continue to provide, on a periodic basis, said confidential information and
      additional training and analysis from their executives, trainers and/or senior
      employees to Employee for so long as Employee is employed by the Company as
      Chief Financial Officer.





14.  **Employee’s
      Promise Not to Disclose Trade Secrets and Confidential
      Information.**  Employee
      understands and agrees that the Company will provide unique and specialized
      training and confidential information concerning the Company’s business
      operations, including, but not limited to, recipes, product specifications,
      restaurant operating techniques and procedures, marketing techniques and
      procedures, financial data, processes, vendors and other information that was
      developed and maintained at considerable effort and expense to the Company,
      for
      the Company’s sole and exclusive use, and which if used by the Company’s
      competitors would give them an unfair business advantage. Employee believes
      the
      unconditional promise to provide said information is sufficient consideration
      for Employee’s promise to adhere to the restrictive covenants of **Section
      9, Section 10,**  **Section
      12** and **Section
      14** of
      this  Agreement.





15.  **Restrictive
      Covenants: Consideration; Non-Estoppel; Independent Agreements; and
      Non-Executory Agreements** **.** The
      restrictive covenants of **Section 9, Section 10,**  **Section
      12** and **Section
      14** of
      this
      Agreement are given and made by Employee to induce the Company to employ the
      Employee and to enter into this




5




Agreement
      with the Employee, and Employee hereby acknowledges that employment with the
      Company is sufficient consideration for these restrictive
      covenants.





The
      restrictive covenants of **Section
      9, Section 10,**  **Section
      12** and **Section
      14** of
      this
      Agreement shall be construed as agreements independent of any other provision
      in
      this Agreement, and the existence of any claim or cause of action of Employee
      against the Company, whether predicated upon this Agreement or otherwise, shall
      not constitute a defense to the enforcement of any restrictive covenant. The
      Company has fully performed all obligations entitling them to the restrictive
      covenants of **Section
      9, Section 10,**  **Section
      12** and **Section
      14** of
      this
      Agreement, and those restrictive covenants therefore are not executory or
      otherwise subject to rejection under the Bankruptcy Code.





The
      refusal or failure of the Company to enforce any restrictive covenant of **Section
      9, Section 10,**  **Section
      12** or **Section
      14** of
      this
      Agreement (or any similar agreement) against any other employee, agent, or
      independent contractor, for any reason, shall not constitute a defense to the
      enforcement by the Company of any such restrictive covenant, nor shall it give
      rise to any claim or cause of action by Employee against the
      Company.





16.  **Reasonableness
      of Restrictions; Reformation; Enforcement** **.** The
      parties hereto recognize and acknowledge that the geographical and time
      limitations contained in **Section
      9, Section 10,**  **Section
      12** and **Section
      14** hereof
      are reasonable and properly required for the adequate protection of the
      Company’s interests. Employee acknowledges that the Company is the licensee of
      the Outback Steakhouse Ò trademarks, and the licensee of the Outback Steakhouse Ò restaurant operating system and will provide to Employee training in and
      confidential information concerning the Outback Steakhouse Ò restaurant operating system in reliance on the covenants contained in **Section
      9, Section 10,**  **Section
      12** and **Section
      14** hereof.
      It is agreed by the parties hereto that if any portion of the restrictions
      contained in **Section
      9, Section 10,**  **Section
      12** or **Section
      14** are
      held
      to be unreasonable, arbitrary, or against public policy, then the restrictions
      shall be considered divisible, both as to the time and to the geographical
      area,
      with each month of the specified period being deemed a separate period of time
      and each radius mile of the restricted territory being deemed a separate
      geographical area, so that the lesser period of time or geographical area shall
      remain effective so long as the same is not unreasonable, arbitrary, or against
      public policy. The parties hereto agree that in the event any court of competent
      jurisdiction determines the specified period or the specified geographical
      area
      of the restricted territory to be unreasonable, arbitrary, or against public
      policy, a lesser time period or geographical area that is determined to be
      reasonable, nonarbitrary, and not against public policy may be enforced against
      Employee. If Employee shall violate any of the covenants contained herein and
      if
      any court action is instituted by the Company to prevent or enjoin such
      violation, then the period of time during which the Employee’s business
      activities shall be restricted, as provided in this Agreement, shall be
      lengthened by a period of time equal to the period between the date of the
      Employee’s breach of the terms or covenants contained in this Agreement and the
      date on which the decree of the court disposing of the issues upon the merits
      shall become final and not subject to further appeal.





In
      the
      event it is necessary for the Company to initiate legal proceedings to enforce,
      interpret or construe any of the covenants contained in **Section
      9, Section 10,**  **Section
      12** or **Section
      14** hereof,
      the prevailing party in such proceedings shall be entitled to receive from
      the
      non-prevailing party, in addition to all other remedies, all costs, including
      reasonable attorneys’ fees, of such proceedings including appellate
      proceedings.





17.  **Specific
      Performance** **.** Employee
      agrees that a breach of any of the covenants contained in **Section
      9, Section 10,**  **Section
      12** or **Section
      14** hereof
      will cause irreparable injury to the Company for which the remedy at law will
      be
      inadequate and would be difficult to ascertain and therefore, in the event
      of
      the breach or threatened breach of any such covenants, the Company shall be
      entitled, in addition to any other rights and remedies it may have at law or
      in
      equity, to obtain an injunction to restrain Employee from any threatened or
      actual activities in violation of any such covenants. Employee hereby consents
      and agrees that temporary and permanent injunctive relief may be granted in
      any
      proceedings that might be brought to enforce any such covenants without




6




the
      necessity of proof of actual damages, and in the event the Company does apply
      for such an injunction, Employee shall not raise as a defense thereto that
      the
      Company has an adequate remedy at law.





18.  **Assignability** **.** This
      Agreement and the rights and duties created hereunder, shall not be assignable
      or delegable by Employee. The Company shall have the right, without Employee’s
      knowledge or consent, to assign this Agreement, in whole or in part and any
      or
      all of the rights and duties hereunder, including but not limited to the
      restrictive covenants of **Section
      9, Section 10, Section 11, Section 12** and **Section
      14** hereof
      to any person, including but not limited to any affiliate of the Company, any
      affiliate of the Company, or any successor to the Company’s interest in the
      Outback Steakhouse® restaurants, and Employee shall be bound by such assignment.
      Any assignee or successor may enforce any restrictive covenant of this
      Agreement.





19.  **Effect
      of Termination** **.** The
      termination of this Agreement, for whatever reason, or the expiration of this
      Agreement shall not extinguish those obligations of Employee specified in **Section
      9, Section 10,**  **Section
      11,**  **Section
      12** and **Section
      14** hereof.
      The restrictive covenants of **Section
      9, Section 10, Section 11, Section 12** and **Section
      14** shall
      survive the termination or expiration of this Agreement. The termination or
      expiration of this Agreement shall extinguish the right of any party to bring
      an
      action, either in law or in equity, for breach of this Agreement by any other
      party.





20.  **Captions;
      Terms** **.** The
      captions of this Agreement are for convenience only, and shall not be construed
      to limit, define, or modify the substantive terms hereof.





21.  **Acknowledgments** .
      Employee hereby acknowledges that the Employee has been provided with a copy
      of
      this Agreement for review prior to signing it, that the Employee has been given
      the opportunity to have this Agreement reviewed by Employee’s attorney prior to
      signing it, that the Employee understands the purposes and effects of this
      Agreement, and that the Employee has been given a signed copy of this Agreement
      for Employee’s own records.





22.  **Notices** **.** All
      notices or other communications provided for herein to be given or sent to
      a
      party by the other party shall be deemed validly given or sent if in writing
      and
      mailed, postage prepaid, by certified United States mail, return receipt
      requested, addressed to the parties at their addresses hereinabove set forth.
      Any party may give notice to the other party at any time, by the method
      specified above, of a change in the address at which, or the person to whom,
      notice is to be addressed.





23.  **Severability** **.** Each
      section, subsection, and lesser Section of this Agreement constitutes a separate
      and distinct undertaking, covenant, or provision hereof. In the event that
      any
      provision of this Agreement shall be determined to be invalid or unenforceable,
      such provision shall be deemed limited by construction in scope and effect
      to
      the minimum extent necessary to render the same valid and enforceable, and,
      in
      the event such a limiting construction is impossible, such invalid or
      unenforceable provision shall be deemed severed from this Agreement, but every
      other provision of this Agreement shall remain in full force and
      effect.





24.  **Waiver** **.** The
      failure of a party to enforce any term, provision, or condition of this
      Agreement at any time or times shall not be deemed a waiver of that term,
      provision, or condition for the future, nor shall any specific waiver of a
      term,
      provision, or condition at one time be deemed a waiver of such term, provision,
      or condition for any future time or times.





25.  **Parties** **.** This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto and their legal representatives, and proper successors or assigns, as
      the
      case may be.





26.  **Governing
      Law** **.** The
      validity, interpretation, and performance of this Agreement shall be governed
      by
      the laws of the State of Florida without giving effect to the principles of
      comity or conflicts of laws thereof.




7




27.  **Consent
      to Personal Jurisdiction and Venue** **.** Employee
      hereby consents to personal jurisdiction and venue, for any action brought
      by
      the Company arising out of a breach or threatened breach of this Agreement
      or
      out of the relationship established by this Agreement, exclusively in the United
      States District Court for the Middle District of Florida, Tampa Division, or
      in
      the Circuit Court in and for Hillsborough County, Florida; Employee hereby
      agrees that any action brought by Employee, alone or in combination with others,
      against the Company, whether arising out of this Agreement or otherwise, shall
      be brought exclusively in the United States District Court for the Middle
      District of Florida, Tampa Division, or in the Circuit Court in and for
      Hillsborough County, Florida.





28.  **Affiliate** **.** Whenever
      used in this Agreement, the term “affiliate” shall mean, with respect to any
      entity, all persons or entities (i) controlled by the entity, (ii) that control
      the entity, or (iii) that are under common control with the entity.




29.  **Cooperation** .
      Employee shall cooperate fully with all reasonable requests for information
      and
      participation by the Company, their agents, or their attorneys, in prosecuting
      or defending claims, suits, and disputes brought on behalf of or against one
      or
      both of them and in which Employee is involved or about which Employee has
      knowledge.





30.  **Amendments** .
      No
      change, modification, or termination of any of the terms, provisions, or
      conditions of this Agreement shall be effective unless made in writing and
      signed or initialed by all signatories to this Agreement.





31.  **WAIVER
      OF JURY TRIAL** . **ALL
      PARTIES TO THIS AGREEMENT KNOW AND UNDERSTAND THAT THEY HAVE A CONSTITUTIONAL
      RIGHT TO A JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY
      THAT MAY ARISE OUT OF THIS AGREEMENT WILL INVOLVE COMPLICATED AND DIFFICULT
      FACTUAL AND LEGAL ISSUES.**





**THE
      PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER
      NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
      OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH
      WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
      AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY
      PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE
      CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
      JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.**





**THE
      PARTIES INTEND THIS WAIVER OF THE RIGHT TO A JURY TRIAL BE** **AS
      BROAD** **** **AS
      POSSIBLE** **.
      BY THEIR SIGNATURES BELOW, THE PARTIES PROMISE, WARRANT AND REPRESENT THAT
      THEY
      WILL NOT PLEAD FOR, REQUEST OR OTHERWISE SEEK TO HAVE A JURY TO RESOLVE ANY
      AND
      ALL DISPUTES THAT MAY ARISE BY, BETWEEN OR AMONG THEM.**





32.  **Entire
      Agreement; Counterparts** **.** This
      Agreement and the agreements referred to herein constitute the entire agreement
      between the parties hereto concerning the subject matter hereof, and supersede
      all prior memoranda, correspondence, conversations, negotiations and agreements.
      This Agreement may be executed in several identical counterparts that together
      shall constitute but one and the same Agreement.





8





IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above.




**“EMPLOYEE”**__________________________________
              /s/
                Greg L. Walther________________Witness
              GREG
                L. WALTHER__________________________________Witness
    **“COMPANY”**Attest:
              OUTBACK
                STEAKHOUSE INTERNATIONAL, L.P.,a
                Georgia limited partnershipBy:    OSI
                INTERNATIONAL, INC.,a Florida corporation, its general partnerBy: 
                /s/ Joseph J. Kadow__________________
              By: 
                /s/ Robert S. Merritt_________________JOSEPH
                J. KADOW, Secretary
              ROBERT
                S. MERRITT, Vice President
    9