CONFIDENTIALITY, NON-SOLICITATION AND
                            NON-COMPETITION AGREEMENT

         This Confidentiality,  Non-Solicitation,  and Non-Competition Agreement
("Agreement")  is made  effective  as of May 12, 2003 by and  between  ROBERT T.
STEINKAMP   ("Employee")   and  APPLEBEE'S   INTERNATIONAL,   INC.,  a  Delaware
Corporation ("Company") (collectively "the parties").

         This  Agreement  is not an  employment  contract,  and  the  employment
relationship between Company and Employee is and remains at all times at will in
all respects.

         In consideration of the employment/continued  employment of Employee by
Company  as  outlined  in  the  parties'  Memorandum  of  Understanding  and  in
consideration of the promises  contained in this Agreement,  the sufficiency and
adequacy  of which  consideration  Employee  hereby  acknowledges  and  accepts,
Employee and Company agree as follows.

1.       Non-Disclosure  and  Return  of  Confidential  Information.   Employee
acknowledges  his  position  with  Company  is  one  of  the  highest  trust and
confidence  both  by  reason  of his position and by reason of his access to and
contact  with  the  trade  secrets  and  confidential  and  proprietary business
information of Company. Both during  Employee's   employment  with  Company  and
after  the  termination  of Employee's employment with Company for any reason by
either Employee or Company, Employee agrees as follows:

              a.   He shall use his best efforts and exercise  utmost  diligence
         to protect  and  safeguard  the  trade   secrets  and confidential  and
         proprietary  information  of Company,  including but not limited to the
         identity  of  its  customers  and  suppliers,   its  arrangements  with
         customers and suppliers, and its technical and financial data, records,
         compilations of information,  processes,  recipes,  and  specifications
         relating to its customers, suppliers, products, and services;

              b.   He  shall  not  disclose   any  of  such  trade  secrets  and
         confidential and proprietary information,  except as may be required in
         the course of his employment with Company or by law; and

              c.   He shall not use, directly or indirectly, for his own benefit
         or  for  the  benefit  of  another,  any  of  such  trade  secrets  and
         confidential and proprietary information.

All files, records, documents,  drawings,  specifications,  memoranda, notes, or
other  documents  relating  to the  business  of  Company,  whether  prepared by
Employee  or  otherwise  coming  into his  possession,  shall  be the  exclusive
property  of Company  and shall be  delivered  to Company  and not  retained  by
Employee upon termination of his employment for any reason  whatsoever or at any
other time upon request of Company.

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2.       Non-Solicitation Agreement.

              a.   Non-Solicitation  of  Employees. Employee  agrees that during
         Employee's  employment  with  Company,  and for a period of twelve (12)
         months after termination of Employee's  employment with Company for any
         reason by either  Employee or Company,  Employee  will not  directly or
         indirectly  for  himself or for any third  party,  except as  otherwise
         agreed to in writing by Company's  Chief Executive  Officer,  employ or
         hire any other  person who is then  employed  by  Company,  or solicit,
         induce,  recruit,  or cause any other  person who is then  employed  by
         Company to  terminate  his/her  employment  for the purpose of joining,
         associating, or becoming employed with any business or activity that is
         engaged in the casual dining  restaurant  industry or any other segment
         of the restaurant  industry in which Company may become  involved after
         the date hereof and prior to the date of any  termination of Employee's
         employment with Company for any reason by either Employee or Company.

              b.   Non-Solicitation  of  Customers. Employee  agrees that during
         Employee's  employment  with  Company,  and for a period of twelve (12)
         months after termination of Employee's  employment with Company for any
         reason by either  Employee or Company,  Employee  will not  directly or
         indirectly  solicit,  divert,  or take away,  or  attempt  to  solicit,
         divert,  or take away, the business or patronage of any of the clients,
         customers, or accounts, or prospective clients, customers, or accounts,
         of Company.

3.       Non-Competition Agreement

              a.   Restriction  on  Competition. Employee  agrees  that,  during
         Employee's  employment  with  Company,  and  for two  (2)  years  after
         termination  of  Employee's  employment  with Company for any reason by
         either Employee or Company, Employee will not compete with the business
         of Company or its successors or assigns in any geographic area serviced
         by Company.  This agreement not to compete  means,  among other things,
         Employee  shall not,  without the prior  written  consent of  Company's
         Chief  Executive  Officer,  directly  or  indirectly,  as an  employee,
         employer, consultant, agent, principal, partner, shareholder, corporate
         officer,  director,  or through any other kind of ownership (other than
         ownership of securities of publicly held corporations of which Employee
         owns less than five percent 5% of any class of outstanding  securities)
         or in any other  representative  or individual  capacity,  engage in or
         render any  services to any  business in North  America  engaged in the
         casual  dining  restaurant  industry  or in any  other  segment  of the
         restaurant  industry in which Company or any  subsidiary of Company may
         become  involved  after  the  date  hereof  and  prior  to the  date of
         termination  of  Employee's  employment  with Company for any reason by
         either  Employee or Company.  For purposes of this  Agreement,  "casual
         dining  restaurant  industry"  consists  of "sit  down  table  service"
         restaurants serving alcoholic beverages, with a per guest average guest
         check within the United  States of under $20.00  (adjusted  upward each
         year to recognize Company menu price increases).

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<PAGE>

4.       General Provisions.

              a.   Judicial  Modification.  Company  and  Employee  specifically
         acknowledge  and agree that the  foregoing  covenants  of  Employee  in
         paragraphs  1-3 are  reasonable  in content  and scope and are given by
         Employee  for  adequate  consideration.  Company and  Employee  further
         acknowledge  and agree that, if any court of competent  jurisdiction or
         other appropriate  authority shall disagree with the parties' foregoing
         agreement  as to  reasonableness,  then such  court or other  authority
         shall reform or otherwise the foregoing covenants as reason dictates.

              b.   Equitable Relief.  The  restrictions  contained in paragraphs
         1-3  are  necessary  for  the  protection  of  the legitimate  business
         interests, goodwill, trade  secrets, and  confidential and  proprietary
         information of  Company.  Employee agrees any breach of  paragraphs 1-3
         will  cause Company  substantial  and  irrevocable   damage.   Employee
         further agrees that,  in  addition  to such  other  remedies  that  may
         be  available, including the recovery of damages from Employee, Company
         shall have the right to  injunctive  relief  to restrain or enjoin  any
         actual  or  threatened  breach  of  the  provisions  of paragraphs 1-3,
         without  posting  bond.  If Company  prevails in a legal  proceeding to
         remedy a breach or threatened  breach of this  Agreement,  then Company
         shall be entitled to receive   reasonable   attorney's   fees,   expert
         witness  fees, and out-of-pocket costs incurred in connection with such
         proceeding, in addition to any other relief it may be granted.

              c.   Severability.  The terms and provisions of this Agreement are
         severable  in whole or in part,  and if any term or  provision  of this
         Agreement is deemed invalid,  illegal,  or  unenforceable by a court of
         competent jurisdiction, the remaining terms and provisions shall remain
         in full force and effect.

              d.   Assignment.  This Agreement is personal and not assignable by
         Employee.  Company  may  assign  this  Agreement  to any  successor  in
         interest to the business, or part thereof, of Company.

              e.   Governing Law and Consent to Jurisdiction. This Agreement and
         all disputes  relating to Employee's  employment  with Company shall be
         subject to,  governed by, and construed in accordance  with the laws of
         the State of Kansas,  irrespective  of the fact that one or both of the
         parties now is or may become a resident of a different state.  Employee
         hereby  expressly  submits  and  consents  to  the  exclusive  personal
         jurisdiction  and  exclusive  venue of the federal and state  courts of
         competent jurisdiction in the State of Kansas.

              f.   No Conflicting Agreements. Employee represents to Company (1)
         there are no restrictions,  agreements, or understandings whatsoever to
         which  employee  is a party that would  prevent  or make  unlawful  his
         execution or performance of this Agreement or his employment  hereunder
         and (2)  Employee's  execution of this  Agreement and  employment  with
         Company does not  constitute a breach of any  contract,  agreement,  or
         understanding,  oral or  written,  to which  Employee  is a party or by
         which Employee is bound.

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<PAGE>


              g.   Disclosure of  Agreement.  In the event Company has reason to
         believe this  Agreement has or may be breached,  Employee  acknowledges
         and consents that this  Agreement may be disclosed by Company,  without
         risk of liability,  to a current or prospective employer of Employee or
         other business entity.

              h.   Survival. The obligations contained in this Agreement survive
         the  termination,  for whatever reason,  of Employee's  employment with
         Company.

              i.   Entire  Agreement.   This Agreement  constitutes  the  entire
         agreement  between the parties with  respect to its subject  matter and
         supersedes all prior agreements or understandings,  if any, between the
         parties with respect to the employment of Employee.  This Agreement may
         be modified or amended only by an  agreement in writing  signed by both
         parties.

              j.   No  Waiver.  The  failure  of  either  party to insist on the
         performance  of any of the terms or  conditions of this  Agreement,  or
         failure to enforce any of the provisions of this  Agreement,  shall not
         be construed as a waiver or a relinquishment of any such provision. Any
         waiver or failure to enforce on any one occasion is  effective  only in
         that instance,  and the obligations of either party with respect of any
         provision in this Agreement shall continue in full force and effect.

         THE  PARTIES  ARE  CAUTIONED  THAT,  BY  COMPLETING  AND EXECUTING THIS
AGREEMENT,  LEGAL  RIGHTS  AND  DUTIES  ARE CREATED. THEY ARE ADVISED TO CONSULT
INDEPENDENT LEGAL COUNSEL AS TO ALL MATTERS CONTAINED IN THIS DOCUMENT.

Date:  ______________________     /s/ Robert T. Steinkamp
                                  ----------------------------------------------
                                  Robert T. Steinkamp




                                  Applebee's International, Inc.


Date:  ______________________     By:  /s/ Lloyd Hill
                                  ----------------------------------------------


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