SEPARATION AGREEMENT, RELEASE & WAIVER

         THIS AGREEMENT is made and entered as of the last date set forth below,
by and between Applebee's International, Inc., its affiliates, subsidiaries, and
their  successors  and  assigns,  and all of their past and  present  employees,
officers, directors, franchisees and agents (collectively referred to herein for
purposes of this Agreement as "Applebee's") and John C. Cywinski  ("Executive").
Applebee's and Executive agree as follows:

         1. Executive's  employment  status with Applebee's will terminate as of
the end of the business day on July 31, 2006 ("Resignation Date") and until such
date  Executive  will retain the  benefits  and  perquisites  of his  employment
(Executive's  current  office on  Applebee's  premises and his current  personal
secretary,  employee benefits,  computer, email, current office telephone number
and voicemail,  currently assigned parking space at the Applebee's offices, cell
phones, Blackberry, etc). Executive agrees to cooperate and assist Applebee's in
the orderly  transition of  Executive's  duties and,  further,  to cooperate and
assist  Applebee's in the investigation and handling of any actual or threatened
court action, arbitration or administrative proceeding involving any matter that
arose during Executive's employment  (including,  but not limited to, testifying
in deposition  and/or court, and providing  information to Applebee's) for which
Applebee's will pay all transportation,  lodging, meal and other travel costs on
the same  basis as other  senior  officers'  business  expenses,  as well as any
attorneys fees and expenses incurred in connection with such assistance.

         2. Upon the Resignation Date, Executive shall receive any normal salary
due Executive which is earned as of the Resignation  Date and any  un-reimbursed
business expenses  incurred through the Resignation Date.  Executive agrees that
any earned but unused  vacation as of the date of this  Agreement  will be taken
prior to the Resignation  Date and that no vacation payout will be due and owing
Executive upon or after the Resignation Date. Executive  acknowledges and agrees
that  Executive is not  eligible for any bonus under any existing or  previously
existing  bonus plan.  Furthermore,  Executive's  eligibility  for other normal,
regular  employment  benefits  including,  but not  limited to any stock  option
grants, life, health and disability  insurance and Executive's  participation in
the Executive  Retirement Plan, the Deferred  Compensation Plan and the FlexPerx
Program  shall  continue to be governed by the terms and  provisions  of each of
those plans.

         3. Executive is not automatically  eligible for any separation benefits
under any policy or  practice  of  Applebee's.  Executive  is  eligible  for the
following  separation  benefits (the  "Separation  Benefits")  only if Executive
signs  this  Agreement  and  Executive  complies  with the  other  terms of this
Agreement:

         (a)  Executive  shall be offered a  Consulting  Agreement,  the form of
         which is attached hereto, pursuant to which Executive will consult with
         Applebee's on marketing  strategies and related matters for a period of
         approximately  twelve (12)  weeks,  beginning  Tuesday,  August 1, 2006
         through  Friday,  October 20, 2006,  in exchange  for a consulting  fee
         equal to twelve  (12) weeks of  Executive's  base salary as of the date
         this  Agreement  is  signed,  to be  paid  in  bi-weekly  installments.
         Executive will be allowed to provide such consulting  services from his
         personal  residence  and will be reimbursed  for actual and  reasonable
         expenses  incurred  if travel is  requested  by  Applebee's  during the
         course of the Consulting Agreement.


                                      -1-
<PAGE>

         (b)  Upon  expiration  of  Executive's  Consulting  Agreement  and upon
         Applebee's  receipt  of  notice by  Executive  that  Executive  remains
         unemployed, Executive shall be eligible to receive separation pay in an
         amount  equivalent  to  base  salary,   minus  normal  withholding  and
         deductions for an additional  period of thirty (30) weeks  ("Separation
         Pay"), or until Executive becomes employed,  whichever occurs first, at
         which  time  Separation  Pay will  cease.  Executive  agrees to provide
         Applebee's   with  written  notice  upon   Executive's   acceptance  of
         employment prior to Executive's start date with a new employer. Failure
         to provide  Applebee's  with such  notice  will  result in  Executive's
         obligation to re-pay any  Separation  Pay and COBRA  premiums that were
         paid between the date of Executive's  employment and the date Executive
         provides notice of employment.

         (c) Should  Executive  elect  continued  health benefit  coverage under
         COBRA following the Resignation Date,  Applebee's will pay a portion of
         Executive's  COBRA premium such that  Executive's  portion of the COBRA
         premium is no greater than  Executive's  current  employee  premium for
         Executive's  current level of health coverage.  Applebee's payment of a
         percentage of Executive's COBRA premium extends only to those levels of
         coverage in place as of the date of this Agreement and expires upon the
         expiration of Executive's  eligibility  for Separation Pay as set forth
         above.  COBRA  premium  payments  are also  contingent  on  Executive's
         eligibility for Separation Pay as set forth above.

         (d) If  Executive  signs on July 31,  2006,  and does not  revoke,  the
         Executive  Post-Resignation  Waiver and  Release  (the form of which is
         attached   hereto),   Executive   will  be   eligible   to   receive  a
         Post-Resignation  Bonus,  to be paid on March 1,  2007 (or that date in
         2007  otherwise  selected by Applebee's for the payment of 2006 bonuses
         to  officers),  equal to but no greater than,  five-twelfths  (5/12) of
         Executive's  current 2006 bonus target  multiplied by the 2006 year end
         BAM ("Big Apple Metric") attainment.

If  Executive  fails to  execute  this  Separation  Agreement,  Release & Waiver
("Agreement")  within the period of time set forth in  Paragraph 12 hereof or if
Executive revokes this Agreement,  Executive will not be eligible to receive any
of the above-mentioned  Separation Benefits which have not been paid and will be
obligated to re-pay or reimburse  Applebee's for any of the Separation  Benefits
which have been provided to Executive.

         4. In exchange for this  Agreement,  including the Separation  Benefits
set forth above,  Executive (on behalf of Executive and anyone claiming  through
or on behalf of Executive) agrees that Executive:

         (a) releases Applebee's from any and all claims,  demands and causes of
action which Executive has or may have had against any of them prior to the date
Executive  signs this  Agreement,  to the maximum extent  permitted by law. This
release includes,  but is not limited to, any and all claims, demands and causes
of  action  which are  related  to or  concern:  Executive's  salary,  bonus and
benefits;  Executive's  vacation  and sick  leave;  Executive's  employment  and
Executive's  separation from employment (which shall include any and all real or
alleged rights to re-employment with Applebee's,  its affiliates, its parent and
its subsidiaries and their successors and assigns);  discrimination under local,
state or  federal  law,  including  but not  limited  to  claims  under  the Age
Discrimination  in Employment  Act; the Older Workers'  Benefit  Protection Act;
Title VII of the Civil  Rights Act of 1964;  the Civil  Rights Act of 1991;  the
Americans With Disabilities  Act; the Executive  Retirement Income Security Act;
and the Family and Medical  Leave Act;  except that this release shall not apply


                                      -2-
<PAGE>


to (i) all amounts  payable to Executive under this Agreement and the Consulting
Agreement,  (ii) Executive's right to indemnification under the company charter,
by-laws and applicable law for Executive's  acts and omissions  occurring during
Executive's   employment;   and  (iii)  all  vested  and  accrued   welfare  and
retirement/401(k)  benefits  and deferred  compensation  payable to Executive in
accordance  with the terms of the  applicable  benefit plans in which  Executive
participates.

         (b) will not disparage  Applebee's or its employees.  "Disparage" means
to discredit Applebee's or any of its employees with words or actions that could
influence  others to a negative  impression  of  Applebee's or its employees and
could  discourage   patronage,   employment,   or  business   transactions  with
Applebee's.

         (c)   shall   protect   Confidential   Information   from   disclosure.
"Confidential  Information" is information relating to the Applebee's customers,
operations,  finances,  and business that derives value from not being generally
known  to  others   (including   any   individual,   corporation,   partnership,
association,  unincorporated organization or other entity), and includes, but is
not limited to,  trade  secrets,  technical  or  non-technical  data,  formulas,
patterns,  compilations,  programs,  devices,  methods  (including  cost  and/or
pricing  methods  and  operating  methods),  techniques,   drawings,  processes,
software programs,  financial data (including marketing information,  strategies
and personnel data), or lists of actual or potential  customers,  consumers,  or
suppliers (including identifying information about those customers),  whether or
not reduced to writing.  Confidential Information includes information disclosed
to  Applebee's  by third  parties  that  Applebee's  is obligated to maintain as
confidential.  Confidential  Information  subject  to this  Agreement  may  also
include information that is not a trade secret.  Executive shall not use, except
in connection  with work for  Applebee's,  and shall not disclose the Applebee's
Confidential Information. Confidential Information, includes, but is not limited
to,  Executive's  knowledge of upcoming menu campaigns,  work in connection with
Design Forum, and current,  future and potential  marketing programs to generate
guest traffic.  This provision will cease to apply to  Confidential  Information
which is not also a trade  secret  three (3) years after the  effective  date of
this Agreement.

         (d) for twelve (12) months  following the  Resignation  Date,  may not,
without the prior written consent of Applebee's,  directly or indirectly,  as an
employee,  employer,   consultant,   agent,  principal,   franchisee,   partner,
shareholder, corporate officer, director or through any kind of ownership (other
than ownership of securities of publicly held  corporations  of which  Executive
owns less than one percent 1% of any class of outstanding  securities) or in any
other  representative or individual  capacity,  engage in or render any services
to,  acquire any financial or beneficial  interest in (including any interest in
corporations,   partnerships,   trusts,  unincorporated  associations  or  joint
ventures),  advise,  help,  consult,  be  employed  by,  serve  on the  Board of
Directors of,  guarantee  loans or make loans to, the restaurant  companies that
operate a casual  dining  concept set forth below or the specific  casual dining
concepts set forth below:
                                Brinker
                                Ruby Tuesday
                                O'Charley's
                                Darden
                                Red Robin
                                TGI Fridays
                                OSI Restaurant Partners
                                RARE
                                Texas Roadhouse

                                      -3-
<PAGE>

                                Buffalo Wild Wings

The term  "casual  dining  concept" for purposes of this list is defined as "sit
down" restaurants within North America serving alcoholic  beverages,  with a per
guest average check of under $20.00.

         (e) for twelve  (12)  months  following  the  Resignation  Date of this
Agreement, will not, either directly or indirectly, for himself or for any third
party employ, solicit,  induce, recruit or cause another person in the employ of
Applebee's,  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.

Executive's  obligations  under  subparagraphs (d) and (e) are in effect for one
year  from  the  Resignation  Date  regardless  of  whether  Executive  receives
Separation Pay following the signing of this Agreement.

         5.  Executive  represents  that Executive has returned or, prior to the
Resignation Date, will return all Applebee's and Applebee's  affiliates'  credit
cards,  computers,  phones,  blackberries,  electronic devices,  files, records,
manuals,  documents,  plans,  drawings,  specifications,   equipment,  software,
pictures, videotapes or any property or other items of Applebee's, or concerning
the business of Applebee's,  whether  prepared by Executive or otherwise  coming
into Executive's  possession or control.  In addition to subparagraph (c) above,
Executive  further agrees to abide by and reaffirms the contractual  commitments
contained in any  confidentiality  agreement  previously  executed by Executive.
Executive further agrees that work product or shop work development by Executive
or under his  supervision  during  the normal  scope and  course of  Executive's
employment  at  Applebee's  is and  remains the sole and  exclusive  property of
Applebee's.  Executive  further agrees that  Applebee's  shall have the right to
open U.S. mail,  parcel post,  private  overnight  mail  deliveries or any other
forms of deliveries  that may continue to be directed to Executive at Applebee's
address after  Executive's  employment  ceases and Executive further agrees that
such  actions by  Applebee's  shall not be  considered  an  invasion of privacy.
Applebee's  agrees  that,  to the extent  such mail  and/or  deliveries  have no
business  purpose,  but are solely  private or  personal  in nature,  it will be
forwarded to Executive to an address specified by Executive.

         6. Until Applebee's makes it publicly  available to the extent required
by  law  or  regulation,  the  contents  of  this  Agreement  are  confidential.
Executive's  discussions  with  Applebee's  pertaining  to  this  Agreement  are
considered  confidential  even after the  contents  of this  Agreement  are made
public.  "Confidential"  means  Executive  will not  communicate  or  allow  the
communication in any manner with respect to this Agreement,  and the discussions
pertaining  to it,  except that the  Agreement  may be disclosed by Executive to
Executive's immediate family members,  Executive's attorney and accountant or to
governmental taxing authorities  (Authorized Persons). If Executive communicates
the content of this  Agreement to any  Authorized  Person,  then  Executive must
advise such Authorized Person of Executive's confidentiality obligations and the
Authorized  Person's  responsibility  to comply with the same. In  communicating
Executive's  resignation  and  thereafter,  Applebee's  agrees  that it will not
disparage  Executive.  "Disparage"  for  purposes  of this  provision,  means to
publicly and without legal  requirement or  justification,  discredit  Executive
with words that could influence others to a negative impression of Executive and
could discourage employment of or business transactions with Executive.

         7.  Applebee's  hereby  advises  Executive  to consult with an attorney
prior to executing this  Agreement.  Executive may revoke this Agreement  within
seven (7) calendar days after Executive  signs it.  Executive  understands  that


                                      -4-
<PAGE>

Executive's  revocation of this Agreement may accelerate  Executive's separation
from employment with Applebee's to a date selected by Applebee's.

         8. This  Agreement is  effective  and  enforceable  on the eighth (8th)
calendar day  following  the date  Executive  signs this  Agreement.  Separation
Benefits will begin pursuant to Paragraph 3.

         9. Executive  acknowledges  that no  representations  have been made to
Executive  by  Applebee's,  its  agents  or  legal  counsel  regarding  the  tax
implications of any payments made pursuant to this Agreement.  All liability for
federal, state, and local taxes (including FICA) remains with Executive,  unless
otherwise  agreed to in writing by Applebee's,  and Applebee's  shall deduct all
required withholdings from the consideration payable under this Agreement.

         10. This  Agreement  shall be construed in accordance  with the laws of
the State of Kansas.

         11. This  Agreement  contains the entire  agreement of the parties with
respect to the matters contemplated by this Agreement.  No change,  modification
or waiver of any provision of this Agreement will be valid unless in writing and
signed by the parties to be bound.

         12. Executive represents and agrees that Executive had at least 21 days
or an otherwise  reasonable  time to consider  this  Agreement,  that  Executive
freely  and  voluntarily  executed  this  Agreement,   that  Executive  had  the
opportunity  to consult with an  attorney,  and that no promise,  inducement  or
agreement  not  expressed  in this  Agreement  has  been  made to  Executive  by
Applebee's or any of the Applebee's affiliates or parent.

         13. If Executive breaches any provision of this Agreement, or if one or
more  provisions  of  this  Agreement  is  ever  determined  by a  court  to  be
unenforceable,  Applebee's,  at its option,  will be entitled to stop any future
payment and recover from  Executive  the entire cash  portion of the  separation
payment  previously  made to Executive by  Applebee's  as set forth above,  plus
Applebee's  costs and  attorneys'  fees.  Applebee's  may also  pursue any other
available remedies.  Any such legal action by Applebee's shall not be considered
by Executive to be retaliatory.

         14.  This  Agreement  is  binding  on  and  inures  to the  benefit  of
Applebee's successors and assigns and Executive's heirs and assigns, except that
any  services to be provided by  Executive  under this  Agreement  shall only be
performed by Executive.

         15. Any dispute or claim  arising out of or relating to this  Agreement
shall be settled by arbitration in Johnson County,  Kansas, by one arbitrator in
accordance  with  current  "National  Rules  for the  Resolution  of  Employment
Disputes" or similarly described rules of the American Arbitration  Association,
and judgment upon any award rendered  therein may be entered in any court having
proper jurisdiction. Each party shall bear its own costs and expenses, including
attorneys'  fees,  related to the dispute or claim and the  parties  shall share
equally the costs and fees of the arbitrator; provided however, that an arbitral
award  finding that one party  substantially  prevailed in the  proceeding,  may
award to that  party all or any  portion  of its costs and  expenses,  including
attorney's fees and its portion of the costs and fees of the arbitrator.

         16. Notices to Applebee's shall be sent to:


                                      -5-
<PAGE>

                  Stan Sword
                  Chief People Officer
                  Applebee's International, Inc.
                  4551 W. 107th Street
                  Overland Park, KS  66207
                  CONFIDENTIAL - To be Opened by Addressee Only




Dated:
      --------------------       -----------------------------------------------
                                 John C. Cywinski  - EXECUTIVE



                                 APPLEBEE'S INTERNATIONAL INC.,
                                 on behalf of APPLEBEE'S



Dated:                        By:
      --------------------       -----------------------------------------------
                                 Stanley M. Sword, Chief People Officer




                                      -6-
<PAGE>




                   EXECUTIVE POST-RESIGNATION RELEASE & WAIVER

     THIS RELEASE is made and entered as of July 31, 2006,  by John C.  Cywinski
("Executive").

         WHEREAS Pursuant to Executive's Separation Agreement,  Release & Waiver
dated  May  17,  2006  and in  consideration  of  Executive's  signing  of  this
Post-Resignation  Release & Waiver  (the  "Release")  and  abiding by its terms,
Executive is eligible for a  Post-Resignation  Bonus to be paid on March 1, 2007
(or that date in 2007  otherwise  selected by Applebee's for the payment of 2006
bonuses to  officers),  equal to but no greater  than,  five-twelfths  (5/12) of
Executive's  current 2006 bonus target multiplied by the 2006 year end BAM ("Big
Apple Metric") attainment.

     Executive (on behalf of Executive and anyone claiming  through or on behalf
of Executive) hereby agrees that Executive:

     releases Applebee's International, Inc., its affiliates,  subsidiaries, and
their  successors  and  assigns,  and all of their past and  present  employees,
officers,  directors,  franchisees and agents  (collectively  referred to herein
"Applebee's")  from any and all  claims,  demands  and  causes of  action  which
Executive  has or may have had against  any of them prior to the date  Executive
signs this  Release,  to the  maximum  extent  permitted  by law.  This  release
includes,  but is not  limited  to, any and all  claims,  demands  and causes of
action which are related to or concern:  Executive's salary, bonus and benefits;
Executive's  vacation and sick leave;  Executive's  employment  and  Executive's
separation  from  employment   (which  shall  include  any  and  all  rights  to
re-employment with Applebee's,  its affiliates,  its parent and its subsidiaries
and their successors and assigns);  discrimination under local, state or federal
law,  including  but not  limited  to  claims  under the Age  Discrimination  in
Employment  Act; the Older  Workers'  Benefit  Protection  Act; Title VII of the
Civil  Rights Act of 1964;  the Civil  Rights Act of 1991;  the  Americans  With
Disabilities  Act; the Executive  Retirement Income Security Act; and the Family
and  Medical  Leave Act;  except  that this  release  shall not apply to (i) all
amounts payable to Executive under this Agreement and the Consulting  Agreement,
(ii) Executive's right to indemnification under the company charter, by-laws and
applicable law for Executive's acts and omissions  occurring during  Executive's
employment;  and (iii) all  vested and  accrued  welfare  and  retirement/401(k)
benefits and deferred  compensation  payable to Executive in accordance with the
terms of the applicable benefit plans in which Executive participates.

         Executive further understands and agrees that:

         1. Until Applebee's makes it publicly  available to the extent required
by law or regulation, the contents of this Release are confidential. Executive's
discussions   with   Applebee's   pertaining  to  this  Release  are  considered
confidential   even  after  the  contents  of  this  Release  are  made  public.
"Confidential"  means Executive will not communicate or allow the  communication
in any manner with respect to this Release,  and the  discussions  pertaining to
it,  except  that the Release  may be  disclosed  by  Executive  to  Executive's
immediate family members, Executive's attorney and accountant or to governmental
taxing authorities  (Authorized Persons). If Executive  communicates the content
of this  Release to any  Authorized  Person,  then  Executive  must  advise such
Authorized Person of Executive's  confidentiality obligations and the Authorized
Person's responsibility to comply with the same.

         2.  Applebee's  hereby  advises  Executive  to consult with an attorney
prior to executing  this  Agreement.  Executive  may revoke this Release  within
seven (7) calendar days after Executive  signs it. If not revoked,  this Release

                                      -1-
<PAGE>

is effective and enforceable on the eighth (8th) calendar day following the date
Executive  signs this  Release.  If  revoked,  Executive  understands  he is not
eligible for the Post-Resignation Bonus.

         3. No  representations  have been made to Executive by Applebee's,  its
agents or legal  counsel  regarding  the tax  implications  of any payments made
pursuant to this  Release.  All liability  for federal,  state,  and local taxes
(including  FICA) remains with Executive,  unless otherwise agreed to in writing
by Applebee's,  and Applebee's shall deduct all required  withholdings  from the
consideration payable under this Release.

         4. This Release shall be construed in  accordance  with the laws of the
State of Kansas.

         5. This Release  contains the entire  agreement  between  Executive and
Applebee's with respect to the matters  contemplated by this Release. No change,
modification  or waiver of any provision of this Release will be valid unless in
writing and signed by Applebee's.

         6. Executive  represents and agrees that Executive had at least 21 days
to consider this Release,  that Executive  freely and voluntarily  executed this
Release,  that Executive had the  opportunity to consult with an attorney,  that
Applebee's  advised Executive to consult with an attorney,  and that no promise,
inducement or agreement not expressed in this Release has been made to Executive
by Applebee's or any of the Applebee's affiliates or parent.

         7. If Executive  breaches any provision of this  Release,  or if one or
more   provisions  of  this  Release  is  ever  determined  by  a  court  to  be
unenforceable,  Applebee's,  at its option,  will be entitled to stop any future
payment   and  recover   from   Executive   the  entire  cash   portion  of  the
post-resignation bonus payment previously made to Executive by Applebee's as set
forth above,  plus  Applebee's  costs and attorneys'  fees.  Applebee's may also
pursue any other available  remedies.  Any such legal action by Applebee's shall
not be considered by Executive to be retaliatory.

         8. This  Release is binding on and inures to the benefit of  Applebee's
successors  and  assigns  and  Executive's  heirs and  assigns,  except that any
services to be provided by Executive  under this Release shall only be performed
by Executive.

         9. Any dispute or claim  arising  out of or  relating  to this  Release
shall be settled by arbitration in Johnson County,  Kansas, by one arbitrator in
accordance  with  current  "National  Rules  for the  Resolution  of  Employment
Disputes" or similarly described rules of the American Arbitration  Association,
and judgment upon any award rendered  therein may be entered in any court having
proper jurisdiction. Each party shall bear its own costs and expenses, including
attorneys'  fees,  related to the dispute or claim and the  parties  shall share
equally the costs and fees of the arbitrator; provided however, that an arbitral
award  finding that one party  substantially  prevailed in the  proceeding,  may
award to that  party all or any  portion  of its costs and  expenses,  including
attorney's fees and its portion of the costs and fees of the arbitrator.


Dated:
      ---------------------      -----------------------------------------------
                                 John C. Cywinski  - EXECUTIVE

                                      -2-
<PAGE>


                   INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

         THIS INDEPENDENT CONTRACTOR CONSULTING AGREEMENT  ("Agreement") entered
into  effective  as of August 1,  2006,  by and  between  John C.  Cywinski,  an
individual   ("Contractor")  and  AII  Services,   Inc.,  a  Kansas  corporation
("Applebee's").

                                   BACKGROUND


         A.  Applebee's  desires to engage the  services of  Contractor  for the
purpose of consulting on marketing strategies and related matters; and

         B.  Contractor  desires  to  consult  with  Applebee's  regarding  such
matters.

                                    AGREEMENT

         1. Services. During the term of this Agreement, Contractor will provide
services to Applebee's relating to marketing,  advertising,  menu, guest traffic
and related matters.

         2.   Compensation.   As  compensation  for  the  services  rendered  by
Contractor  under the terms of this  Agreement,  Contractor  will be entitled to
receive a total fee of $95,331.00 payable in equal bi-weekly installments.

         3. Independent  Contractor  Status.  During the term of this Agreement,
Contractor will perform the duties and  assignments  required by this Agreement,
subject to the following:

                  A.       Except as otherwise provided,  Contractor will not be
                           required to devote any particular  portion of time to
                           such services; and

                  B.       Contractor  will  at  all  times  be  an  independent
                           contractor. Contractor will have no authority to bind
                           Applebee's to any  agreements or  commitments or make
                           representations  to third parties without the express
                           written consent of Applebee's; and

                  C.       Contractor  will be responsible for payment of income
                           and all other taxes due with  respect to any payments
                           made by Applebee's to Contractor.

         4. Term;  Termination.  The term of this Agreement will begin on August
1, 2006 and will  terminate on October 20, 2006,  unless  sooner  terminated  in
accordance  with the terms and  conditions  of this  Agreement.  Contractor  may
terminate this Agreement at any time upon 15 days' written notice to Applebee's.
Applebee's  will have the right at all times to terminate this Agreement for any
breach of this Agreement immediately upon determination of such breach.

         5. Tools to be Provided  by  Contractor.  Contractor  will  supply,  at
Contractor's  sole  expense,  all  equipment,  tools,  technology,  materials or
supplies  to  accomplish  the  work  to be  performed,  unless  due  to  certain
deficiencies  or uniqueness of items,  it is in the best interest of the parties
for Applebee's to supply any such items. Contractor acknowledges and agrees that
any equipment  provided by Applebee's will remain the property of Applebee's and
Contractor bears all loss or damage to such equipment.  Upon termination of this

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Agreement, Contractor will return the equipment in the condition in which it was
delivered, ordinary wear and tear excepted.

         6. Location of Performance and  Reimbursement  of Expenses.  Contractor
will  perform  services  under  this  Agreement  at a location  of  Contractor's
choosing, but will not be provided with designated office space by Applebee's or
at any Applebee's  office or location.  Contractor will be reimbursed for actual
and  reasonable  expenses  incurred  if air travel is required at the request of
Applebee's.  Reasonable  expenses  include  and are  limited  to coach air fare,
modest hotel  accommodations  (no deluxe or resort  accommodations),  and actual
meal expenses. Entertainment, clothing, or other discretionary purchases related
to travel requested by Applebee's will not be reimbursed.  Travel  undertaken by
Contractor  that in Contractor's  own judgment is required for the  satisfactory
performance  of  services  under this  Agreement,  will be at  Contractor's  own
expense.

         7. Ownership of Services. During the term of this Agreement, Contractor
agrees that any product  improvement  to the products  sold by Applebee's or its
affiliates,   or  any  proprietary  materials,   quality  assurance  procedures,
concepts, marketing strategies, discoveries, concepts, ideas, designs, processes
methods,  inventions and all copyrightable  material  ("Intellectual  Property")
developed by Contractor in the performance of Contractor's  duties, or resulting
from  its  observation  of the  operation  of the  Applebee's  system,  will  be
considered  the  sole  and  exclusive  property  of  Applebee's.  To the  extent
Applebee's is not automatically considered the author, owner or inventor of such
Intellectual  Property,  Contractor assigns all right, title and interest in and
to such  Intellectual  Property to Applebee's to the fullest extent permitted by
law.  Contractor agrees to assign to Applebee's all right, title and interest in
all Intellectual Property created during the term of this Agreement and appoints
Applebee's  its  attorney in fact to execute all  documents  necessary to effect
such  assignments.   This  appointment  is  coupled  with  an  interest  and  is
irrevocable.  Contractor  acknowledges  that the compensation paid by Applebee's
under this Agreement is adequate  consideration for this assignment.  Contractor
further agrees to execute any additional  documents presented by Applebee's that
may  be  necessary  to  perfect  title  to the  Intellectual  Property  and  any
copyrights in  Applebee's,  or as may be required for Applebee's to register the
copyrights  or any  trademark  in its name with the  United  States  Patent  and
Trademark Office.  It is expressly  understood and agreed that Applebee's rights
in the Intellectual Property include,  without limitation,  the right to use the
materials in such manner as Applebee's determines appropriate, including without
limitation;  the right to sell or otherwise  commercially exploit the materials;
the right to renew any copyright or trademark registrations of the materials and
the right to  recover  for any past,  present  and future  infringements  of the
materials.

         8.   Indemnification.   Contractor   agrees  to  indemnify  and  defend
Applebee's,  its  successors  and  assigns,  from and  against any and all loss,
damage,  or  expense,  including  attorneys  fees,  by  reason  of  Contractor's
performance of its services for Applebee's. Should the Contractor receive notice
of litigation or a demand letter that reasonably would lead to litigation or any
matters  that are  reasonably  related  to  Contractor's  work  for  Applebee's,
Contractor  agrees to  provide  immediate  notification  of such  matters to the
Applebee's.  Applebee's agrees to indemnify and defend Contractor,  Contractor's
heirs and  successors,  from and against any and all loss,  damage,  or expense,
including  attorneys  fees, by reason of Applebee's acts or omissions under this
Agreement.  Should  Applebee's  receive  notice of litigation or a demand letter
that  reasonably  would lead to  litigation  or any matters that are  reasonably
related  to  Contractor's  work for  Applebees,  Applebee's  agrees  to  provide
immediate notification of such matters to Contractor.

         9.   Confidentiality   and   Non-Disclosure.   Contractor   will   keep

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confidential  and will not disclose to any third  party,  without the consent of
Applebee's, any trade secret, know-how, preparation technique, recipe, design or
system of Applebee's unless  Applebee's makes such information  available to the
general public or unless  Contractor is required to disclose such information by
appropriate  judicial or governmental  order. It is further understood that this
Section supplements,  the confidentiality provisions of the Separation Agreement
dated May 17, 2006 by and between the parties, it being expressly understood and
agreed that the confidentiality  provisions of the Separation  Agreement survive
execution  of  this  Agreement  and  is  incorporated  by  reference  into  this
Agreement.  The obligations of Contractor  pursuant to this Section will survive
the termination of this Agreement.

         The parties  recognize  that the  agreements of  Contractor  under this
Section are  special,  unique and of  extraordinary  character,  and that in the
event  Contractor  breaches any of these  agreements,  then  Applebee's  will be
entitled  to  institute  and  prosecute  proceedings  in any court of  competent
jurisdiction,  either in law or in equity,  to obtain  damages for any breach of
this Section or to enforce Contractor's performance or to enjoin Contractor from
such breach.

         10. No  Assignment.  This  Agreement  is  personal  in its  nature  and
Contractor will not, without the consent of Applebee's,  assign or transfer this
Agreement or any associated rights or obligations.

         11. Amendment.  This Agreement may only be amended by written agreement
signed by Contractor and Applebee's.

         12. Binding Agreement. This Agreement is binding upon and inures to the
benefit of the  parties,  their heirs,  legal  representatives,  successors  and
assigns.

         13.  Notices.  Any and all notices  required or  permitted  to be given
under the terms of this Agreement will be sufficient if in writing and delivered
in person as deposited in the United States Mail, postage prepaid,  addressed to
the other party as follows:

                  If to Contractor:  John C. Cywinski
                                     154 North Wynstone Drive
                                     North Barrington, IL  60010

                  If to Applebee's:  AII Services, Inc.
                                     4551 W. 107th Street, Suite 100
                                     Overland Park, Kansas 66207
                                     Attention:  Stan Sword

Either party,  by written  notice to the other party,  may change the address to
which its notices are to be given.

         14. Governing Law. This Agreement will be construed and governed in all
respects in accordance with the laws of the State of Kansas.

         15.  Arbitration.  The  parties  agree to binding  arbitration  for any
dispute arising under the terms of this Agreement.  The arbitration will be held
in the  greater  Kansas  City  area.  Each  party  will  bear its own  costs and
attorneys' fees, but all other costs,  including  arbitrators' fees and expenses
will be shared and paid equally by the parties.


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         16. Ethical Conduct. Contractor agrees to conduct business on behalf of
Applebee's in an ethical manner consistent with Applebee's Code of Conduct which
has been provided to Contractor.

         17. General.  This Agreement  constitutes the entire agreement  between
Contractor  and  Applebee's  with  respect to the  subject  matter  hereof,  and
supersedes all proposals,  oral or written, and all other communications between
the parties,  with respect to such subject matter.  This Agreement may be signed
in counterparts and each counterpart with a hand-written  signature,  whether an
original or an  electronic  data text  (including  telegram,  telex,  facsimile,
electronic data  interchange and electronic  mail) is considered an original and
all counterparts constitute one and the same instrument.


Signed by:


AII Services, Inc.                            John C. Cywinski

By:                                           By:
Name:                                         Date:
Title:
Date:




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