ASSIGNMENT AGREEMENT

         This Assignment  Agreement (this  "Agreement") is made and entered into
this 1st day of October,  2002, by and between Lehman Brothers  Holdings,  Inc.,
d/b/a Lehman Capital, a division of Lehman Brothers Holdings,  Inc.  ("Lehman"),
and Applebee's International, Inc. ("Buyer").

         WHEREAS,  Lehman  owns the  Assigned  Claims (as  hereafter  defined in
Section 1 below);

         WHEREAS,  Lehman  desires  to sell and assign  the  Assigned  Claims to
Buyer;

         WHEREAS, Buyer desires to purchase the Assigned Claims from Lehman; and

         WHEREAS,  Buyer and Lehman have agreed upon the terms and conditions of
such sale and assignment, and desire to reduce the same to writing.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements,  covenants,  representations,  warranties  and  promises  set  forth
herein,  and in order to prescribe the terms and conditions of such  assignment,
the parties hereto agree as follows:

         1.    Definitions.  For the  purposes of this  Agreement, the following
terms shall have the meanings set forth below:

               A. Asset Purchase  Agreement:  The Asset Purchase Agreement dated
         July 16, 2002, among the Debtors and Buyer.

               B. Assigned Claims: The Lehman Senior Claims.

               C. APA Closing  Date:  The date of the closing of the sale of the
         Purchased Assets, as defined in the Asset Purchase Agreement,  to Buyer
         or to any other purchaser.

               D. Buyer: Applebee's International, Inc.

               E. Bankruptcy  Court: The United States  Bankruptcy Court for the
         Southern District of Florida, Fort Lauderdale Division.

               F. Closing Date:  The date of the closing of the  assignment  and
         sale contemplated by this Agreement,  upon which the second installment
         of the  Purchase  Price is received  by Lehman,  which date shall in no
         event be later than the APA Closing Date.

               G. Debtors:  Apple Capitol Group,  LLC and certain  subsidiaries,
         which are debtors and  debtors-in-possession  in Chapter 11 proceedings
         in the Bankruptcy Court.

               H. Financing  Order:  The Financing Order ordered on September 4,
         2002 by the Bankruptcy Court that,  among other things,  authorized the
         Post-Petition Loan and Security  Agreement,  dated as of July 16, 2002,
         among the Debtors and Lehman.

                                       1
<PAGE>

               I.  Interest:  Interest  shall be  calculated at a rate per annum
         based on the floating LIBOR rate.

               J. Lehman: Lehman Brothers Holdings,  Inc., d/b/a Lehman Capital,
         a division of Lehman Brothers  Holdings,  Inc.,  which is the owner and
         holder of the Assigned Claims.

               K.  Lehman DIP  Claims:  All  amounts  owing to Lehman  under the
         Post-Petition Loan and Security  Agreement,  dated as of July 16, 2002,
         which was  executed  and  delivered  by the  Debtors in favor of Lehman
         under the Financing Order and which evidences the Lehman DIP Claims.

               L. Lehman Mezzanine  Claims:  All amounts that remain owing under
         the  Mezzanine  Loan and  Security  Agreements  between the Debtors and
         Lehman,  each dated as of May 3, 1999, and the related promissory notes
         and other  documents,  which evidence the Lehman  Mezzanine  Claims and
         pursuant to which,  among other things,  Lehman made secured  mezzanine
         term loans and other  financial  accommodations  to the Debtors and the
         Debtors granted Lehman security interests in substantially all of their
         assets.

               M. Lehman Senior Claims:  All amounts that remain owing under the
         Senior  Loan and  Security  Agreements  between the Debtors and Lehman,
         each  dated as of May 3, 1999,  and the  related  promissory  notes and
         other  documents,  which evidence the Lehman Senior Claims and pursuant
         to which, among other things, Lehman made secured senior term loans and
         other financial  accommodations  to the Debtors and the Debtors granted
         Lehman security interests in substantially all of their assets.

               N.  Pre-Petition  Collateral:  The  collateral  described  in the
         Senior Loan and Security Agreements between the Debtors and Lehman.

               O.  Purchase  Price:  $34,250,000  (the "Base  Purchase  Price"),
         subject to adjustment  as set forth in Section 2 below,  and payable in
         two installments.

               P. Sale  Motion:  The motion of Debtors  for an order  approving,
         among other things, proposed sale procedures and bidding protections in
         connection with the Debtors'  proposed sale of certain of their assets,
         filed by the Debtors in the Bankruptcy Court.

               Q.  Settlement  Term Sheet:  The  Settlement  Term  Sheet,  dated
         September 4, 2002, among the Debtors, Lehman and the Official Committee
         of Unsecured Creditors of Apple Capitol Group, LLC.

               R. Termination Date: November 30, 2002, which will be extended to
         be coterminous with the Drop Dead Date in the Asset Purchase Agreement,
         except that any such extension will not be binding (i) on Lehman if the
         delay in closing  hereunder or the  extension in the Drop Dead Date was
         caused by a Material Breach of Buyer under the Asset Purchase Agreement
         or (ii) on either party  hereto if the  extension in the Drop Dead Date
         hereunder  was  caused by a breach by the other  party of any  material
         provision hereof.

                                       2
<PAGE>

         2.    Assignment and Purchase.


               (a) Subject to the terms and conditions of this Agreement, Lehman
         hereby  agrees to sell,  transfer  and  assign to Buyer on the  Closing
         Date,  and Buyer hereby  agrees to purchase  from Lehman on the Closing
         Date, all of Lehman's rights, title and interest in the Assigned Claims
         in exchange for (i) payment to Lehman of the Purchase  Price,  (ii) the
         performance  by Buyer  of its  covenants  and  obligations  under  this
         Agreement,  and (iii) the  performance  by Lehman of its  covenants and
         obligations under this Agreement. Buyer shall pay the first installment
         of $17,125,000 (the "First  Installment  Amount") on the date hereof by
         wire  transfer  of  federal  funds to Lehman  and a second  payment  of
         $17,125,000 (the "Second Installment Amount"), subject to adjustment as
         provided  below,  on the Closing Date by wire transfer of federal funds
         to  Lehman.  On the  Closing  Date,  Lehman  shall  deliver to Buyer an
         Assignment  of Claims.  The parties  acknowledge  and agree that Lehman
         shall not sell, transfer or assign, and Buyer is not buying, the Lehman
         Mezzanine Claims and the Lehman DIP Claims.

               (b) The Purchase Price shall be adjusted  upward,  and the Second
         Installment Amount increased,  by the following amounts:  (i) 8% of the
         amount in excess of $35,000,000.00 and less than $37,000,000.01 that is
         paid to the  Debtors by Buyer for the  Purchased  Assets (as defined in
         the Asset  Purchase  Agreement) and (ii) 12% of the amount in excess of
         $37,000,000.00  that is paid to the Debtors by Buyer for the  Purchased
         Assets.  To the extent that  amounts are paid to the Debtors  after the
         APA Closing  Date that result in an upward  adjustment  to the Purchase
         Price under clause (i) or (ii), above,  such additional  Purchase Price
         amount shall be paid  promptly by Buyer to Lehman,  by wire transfer of
         federal funds.

               (c) In the event that  Buyer is the  purchaser  of the  Purchased
         Assets,  then to the extent that such  amounts are not paid to Buyer by
         wire transfer of federal  funds or by cashiers  check at the closing of
         the Asset  Purchase  Agreement  by,  in the case of (i) and  (ii),  the
         Escrow Agent,  and in the case of (iii)  through (v), the Debtors,  but
         are only used as an offset against the purchase price paid by Buyer for
         the  Purchased  Assets,  then the  Purchase  Price  shall  be  adjusted
         downward, and the Second Installment Amount decreased, by the following
         amounts:  (i) the Deposit (as defined in the Asset Purchase Agreement);
         (ii) (A) the  Gift  Certificate  Escrowed  Amount  and (B) the  General
         Escrowed  Amount (both as provided in the Asset Purchase  Agreement and
         in the Escrow  Agreement  among Debtors and Buyer dated July 16, 2002);
         (iii) the  amounts  necessary  to  satisfy  the  conditions  to Buyers'
         closing of the Asset Purchase  Agreement under Sections 8.3(k) and (l);
         (iv) the  amount  determined  by Section  9.4(c) of the Asset  Purchase
         Agreement;  and (v) the amount  necessary  for  Debtors to deliver  the
         Purchased  Asset under Section 1.1(m) of the Asset Purchase  Agreement.
         In the  event any of (i)  through  (v),  above,  is  deducted  from the
         Purchase  Price and such  amount is later  paid to  Buyer,  Buyer  will
         immediately  forward such amount to Lehman by wire  transfer of federal
         funds or by cashiers check.


                                       3
<PAGE>


         3.    Representations and Warranties.

               (a) Lehman  represents  and warrants to Buyer that as of the date
         of this Agreement and as of the Closing Date:  (i) the Assigned  Claims
         are not subject to any prior assignment,  in whole or part; (ii) Lehman
         is the sole and lawful owner of the Assigned Claims,  free and clear of
         adverse claims, liens, interests and encumbrances; (iii) Lehman has the
         full  corporate and legal power and authority to execute this Agreement
         and to  consummate  the  transactions  contemplated  herein;  (iv)  the
         outstanding  amount of the Lehman  Senior  Claims on the date hereof is
         not less than  $42,000,000;  (v) the  outstanding  amount of the Lehman
         Senior Claims will,  at the Closing Date, be not less than  $42,000,000
         minus the amount of any Adequate  Protection Claim payments each in the
         amount of $458,000 made by the Debtors pursuant to the Financing Order,
         from September 30, 2002 through the Closing Date (the "Closing Value");
         (vi) the  Lehman  Senior  Claims  are  secured  by valid  and  properly
         perfected  security  interests on the date hereof (which shall be first
         priority security interests as of the Closing Date) in the Pre-Petition
         Collateral;  (vii) if Buyer purchases the Purchased Assets,  Buyer will
         not be  prohibited  from  offsetting  the Assigned  Claims  against the
         purchase  price of the  Purchased  Assets or from paying to itself,  or
         retaining  as a credit  against,  the purchase  price of the  Purchased
         Assets in satisfaction  of an equivalent  amount of the Assigned Claims
         (unless  the  Bankruptcy  Court  orders  otherwise,  in which  case the
         provisions  of  Section 5 (a) below  shall  apply);  and  (viii) it has
         disclosed  to Buyer  any and all  agreements  or  arrangements  made or
         approved by Lehman  regarding  the payment of any amount owed by Lehman
         or the  Debtors  to the  unsecured  creditors  of Debtors or to Phoenix
         Management  Services,  Inc. By its acceptance of this Agreement,  Buyer
         acknowledges that, except for the above representations and warranties,
         (i)  Lehman  has not made and  does  not  make  any  representation  or
         warranty,  whether  express or  implied,  of any kind or  character  in
         connection   with  this   Agreement,   any  aspect  of  the  underlying
         transactions,  the financial condition of the Debtors, or the aforesaid
         documents and (ii) the  assignment by Lehman of the Assigned  Claims to
         Buyer shall be irrevocable and without recourse to Lehman.

               (b) Buyer  represents  and warrants to Lehman that as of the date
         of this Agreement: (i) Buyer has the full corporate and legal power and
         authority to execute this Agreement and to consummate the  transactions
         contemplated  herein;  and (ii) Buyer has and will maintain cash,  cash
         equivalents and availability under lines of credit in an amount greater
         than  the  Base  Purchase  Price  (free  and  clear  of any  liens  and
         restrictions) and such funds or the applicable  portion thereof will be
         available  (free  and clear of any  liens or  restrictions)  to pay the
         First Installment  Amount on the date hereof and the Second Installment
         Amount on the Closing  Date, as well as any upward  adjustments  to the
         Purchase Price.  The obligations of Lehman hereunder are subject to the
         condition  that the foregoing  representations  and warranties of Buyer
         shall be true on and as of the Closing Date in all material respects.



         4.    Assignment and Assumption.

               (a) On the  Closing  Date,  Lehman  shall  assign to Buyer all of
         Lehman's rights under (i) the Senior Loan and Security Agreements among
         the Debtors and Lehman, each dated as of May 3, 1999 and

                                       4
<PAGE>


         all  other  agreements  or  arrangements  as  necessary  to  vest  full
         ownership of the Assigned  Claims and all related  security  interests;
         and (ii) the Asset Purchase  Agreement other than Lehman's rights under
         Section 2.1(b) thereof.  Except as specifically set forth in Sections 4
         (b) and 4 (c) below, Buyer shall not assume,  take subject to and shall
         not be liable for any liabilities or obligations of any kind or nature,
         whether absolute,  contingent,  accrued,  known or unknown,  of Lehman.
         Specifically,  but without  limitation of any kind,  Lehman will retain
         all  rights in, and be solely  liable for all of  Lehman's  obligations
         under (i) the Post- Petition Loan and Security  Agreement and all other
         agreements  supporting  the Lehman DIP Claims;  (ii) the Mezzanine Loan
         and Security Agreements and all other agreements  supporting the Lehman
         Mezzanine Loan Claims;  (iii) the Letter  Agreement  between Lehman and
         Jay  Gillespie   dated  July  16,  2002;  and  (iv)  any  agreement  or
         arrangement  made or  approved by Lehman  regarding  the payment of any
         amount  owed by  Lehman  or the  Debtors  to third  parties  (it  being
         understood  and agreed that the foregoing  creates no obligation on the
         part of Lehman that it would not otherwise have).

               (b)  Notwithstanding  the  assignment  of the Assigned  Claims to
         Buyer, Buyer  acknowledges and agrees that (i) any Adequate  Protection
         Claim  payments  paid by the Debtors  pursuant to the  Financing  Order
         shall be paid directly for the account of Lehman;  (ii) any Proceeds of
         Collateral  (as defined in the Financing  Order) other than Proceeds of
         Purchased Assets (as defined in the Asset Purchase  Agreement) shall be
         the sole  property of Lehman and may be retained  and applied by Lehman
         in  repayment  of the  Lehman DIP  Claims  and/or the Lehman  Mezzanine
         Claims; and (iii) any amounts payable under Section 2.1(b) of the Asset
         Purchase  Agreement,  as between  Buyer and  Lehman,  shall be the sole
         property  of  Lehman.  Except as set forth in the  preceding  sentence,
         after the Closing Date all amounts due pursuant to the Assigned  Claims
         shall be paid directly to Buyer.

               (c) Buyer hereby  consents to and agrees to comply with the terms
         of (i) the  Settlement  Term Sheet  among the  Debtors,  Lehman and the
         Official  Committee of Unsecured  Creditors of Apple Capitol Group, LLC
         and (ii) any Settlement Agreement that is in accordance in all material
         respects  with, and in  furtherance  of, the Settlement  Term Sheet and
         that is approved by the Bankruptcy Court. Notwithstanding the preceding
         sentence,  as between Lehman and Buyer,  Buyer shall have no obligation
         to fund any obligation under the Settlement Term Sheet, including,  but
         not limited  to, the  Creditor  Fund,  the  Minimum  Distribution,  any
         Additional  Distribution  (as such terms are defined in the  Settlement
         Term Sheet) and the fees and expenses of the Committee's professionals.
         Lehman  hereby  agrees  that its  representations  to Buyer in  Section
         3(a)(iii),  (iv), (v) and (vi) regarding the amount and priority of the
         Assigned  Claims are not  conditioned on the  effectiveness  of a final
         Settlement  Agreement or on any assignment of the Settlement Term Sheet
         or any settlement agreement to Buyer.

         5.    Further Covenants and Assurances.

               (a) Lehman shall  execute and deliver  such further  assignments,
         releases  or  other   instruments  as  Buyer  reasonably   requests  to
         effectuate  the transfer and  assignment of the Lehman Senior Claims to
         Buyer,  including,  if Lehman files any proofs of claim with respect to
         the Assigned  Claims prior to the Closing  Date,  an  assignment of all
         proofs of claim filed by Lehman in the Chapter


                                       5
<PAGE>

         11  proceedings  with respect  to the  Assigned  Claims.  In the  event
         that, as a result of Lehman's breach of any  representation or warranty
         under  Section 3 (a) above Buyer is not  permitted  to use the Assigned
         Claims as an offset to the purchase price on a dollar-for-dollar  basis
         in Buyer's  purchase of the Purchased Assets up to the Closing Value or
         to pay to itself, or retain as a credit against,  the purchase price of
         the Purchased  Assets in  satisfaction  of an equivalent  amount of the
         Assigned Claims,  Buyer's  exclusive remedy shall be to, at its option,
         either  (i)  reduce  the   Purchase   Price  and  decrease  the  Second
         Installment  Amount  payable to Lehman by the  requisite  amount of the
         purchase  price of the Purchased  Assets that Buyer must fund otherwise
         than by such offset (and,  if such  reduction is  insufficient  to meet
         such  deficit in full,  require  that  Lehman pay to Buyer the  balance
         necessary to fund such  deficit,  with  Interest),  or (ii) cancel this
         Agreement in its entirety and thereupon  this  Agreement will be deemed
         void  ab  initio  and  Lehman  shall  refund  all  amounts  paid  to it
         hereunder, with Interest. In the event that the preceding sentence does
         not apply and pursuant to an order of the  Bankruptcy  Court,  Buyer is
         not  permitted to use the Assigned  Claims as an offset to the purchase
         price on a dollar-for-dollar basis in Buyer's purchase of the Purchased
         Assets  up to the  Closing  Value or to pay to  itself,  or retain as a
         credit  against,   the  purchase  price  of  the  Purchased  Assets  in
         satisfaction of an equivalent  amount of the Assigned  Claims,  Buyer's
         exclusive  remedy shall be to cancel this Agreement in its entirety and
         thereupon this Agreement will be deemed void ab initio and Lehman shall
         refund all amounts paid to it hereunder,  with Interest. In the event a
         partial or full refund of amounts paid by Buyer to Lehman  hereunder is
         required by virtue of the preceding  sentence,  Lehman will immediately
         deliver such payment by wire  transfer of federal  funds to Buyer or as
         Buyer may direct. The parties agree that Buyer shall not be entitled to
         a refund or payment  hereunder  unless it must pay cash  (other than to
         itself) at the closing of the purchase of the  Purchased  Assets rather
         than receiving the benefit of the Assigned  Claims.  In the event Buyer
         receives  a refund or payment  from  Lehman  under  this  Section 5 and
         thereafter  Buyer is permitted to use the Assigned  Claims as an offset
         to the purchase price on a dollar-for-dollar  basis in Buyer's purchase
         of the Purchased Assets up to the Closing Value or to pay to itself, or
         retain as a credit against,  the purchase price of the Purchased Assets
         in satisfaction of an equivalent  amount of the Assigned Claims,  Buyer
         will  promptly  reimburse  Lehman the amount of such refund or payment,
         with Interest, to which Buyer would not have been entitled.

               (b) In the event Buyer purchases the Assigned Claims,  unless and
         until Lehman's  Senior Claims are paid in full,  Lehman will not assert
         any claims,  liens and encumbrances against the Purchased Assets or the
         proceeds of the Purchased Assets, including those related to the Lehman
         DIP Claims and the Lehman  Mezzanine  Claims and will not  transfer any
         interest in the Lehman DIP Claims or the Lehman Mezzanine Claims unless
         the  transferee  agrees  with Buyer in  writing  also not to assert any
         claims,  liens or  encumbrances  against  the  Purchased  Assets or the
         proceeds of the Purchased Assets.

               (c) Buyer  hereby  agrees that it will not (i) sell or assign the
         Assigned  Claims or its right to acquire the Assigned Claims other than
         to a wholly-owned affiliate (in which event Buyer will not

                                       6
<PAGE>


         be  relieved of  its obligations  hereunder), or  (ii)  sell  or assign
         its right to purchase  the  Purchased  Assets  prior to the APA Closing
         Date other than to a wholly-owned  affiliate (in which event Buyer will
         not be relieved of its obligations hereunder).

         6.    Future Payments. If  on the Closing  Date, Debtors do  not pay to
Buyer  by  cashiers  check  or wire  transfer  of  federal funds  the amount  of
$1,691,633.30 in payment of unpaid royalties, advertising  fees, finance charges
and other amounts  owed by Debtors to Buyer, Lehman shall  honor any  request of
Debtor to draw under  the Post-Petition Loan and Security  Agreement dated as of
July 16, 2002, the amounts necessary to make such payment. To the extent Debtors
do not make such payment the  Purchase Price and Second Installment  Amount will
be reduced by such unpaid amount.

         7.    Gift Certificate and General Escrowed Amounts.

               (a) On the Closing Date, Buyer will (i) fund the Gift Certificate
         Escrowed  Amount and the General  Escrowed  Amount (as  provided in the
         Asset Purchase  Agreement and in the Escrow Agreement among the Debtors
         and Buyer  dated July 16,  2002);  (ii)  immediately  waive any and all
         rights  to the Gift  Certificate  Escrowed  Amount  and to the  General
         Escrowed Amount and direct the escrow agent to immediately  release the
         Gift Certificate Escrowed Amount and the General Escrowed Amount to the
         Debtors in accordance  with the terms of such Escrow  Agreement;  (iii)
         immediately waive any and all claims for damages,  in law or in equity,
         that Buyer could assert against the Debtors for breaches of or defaults
         in the performance of any  representations,  warranties,  agreements or
         covenants of Debtors under the Asset Purchase Agreement; and (iv) waive
         the  Debtor's  obligation  to pay all  vacation and other paid time off
         benefits,  accrued in accordance  with Debtor's  standard  policy,  and
         unused as of the APA Closing Date, of all Retained  Employees of Seller
         who are hired by Buyer and waive  Buyer's  right to reduce the purchase
         price for the  Purchased  Assets under Section 8.2 (a) (v) of the Asset
         Purchase Agreement.

         8.    Certain Payments. In  the  event  Buyer  does  not  purchase  the
Purchased Assets:

               (a) Because Lehman has materially breached and failed to cure any
         representation, warranty or covenant hereunder, Buyer may notify Lehman
         of such breach,  Buyer will not  purchase the Assigned  Claims and will
         have no payment liability to Lehman  hereunder,  and Lehman will refund
         to Buyer all amounts paid to Lehman hereunder, with Interest.

               (b) Because a condition under Section 8.3(a), (b), (c), (d), (i),
         or (n) of the Asset  Purchase  Agreement was not met,  Buyer may notify
         Lehman of such fact,  Buyer will not purchase  the Assigned  Claims and
         will have no payment  liability  to Lehman  hereunder,  and Lehman will
         refund to Buyer all amounts paid to Lehman hereunder, with Interest.

               (c) If  neither  (a)  nor  (b),  above,  is  applicable  and  the
         Purchased Assets are purchased by another party for more than

                                       7
<PAGE>

         $35,500,000.00,  Buyer  will  not  purchase  the  Assigned   Claims and
         will have no payment  liability  to Lehman  hereunder,  and Lehman will
         refund to Buyer all amounts paid to Lehman hereunder, with Interest.

               (d) If none of (a), (b) or (c) above, is applicable,  (A) and the
         Purchased   Assets  are  purchased  by  another  party  for  less  than
         $34,250,000.00,  Buyer will not purchase  the Assigned  Claims and will
         have no payment liability to Lehman hereunder and Lehman will refund to
         Buyer all amounts paid to Lehman  hereunder,  with Interest,  but shall
         retain an amount equal to the  difference  between the  purchase  price
         paid by such other party and $34,250,000.00,  with Interest; or (B) and
         the  Purchased  Assets are  purchased  by  another  party for more than
         $34,250,000.00  but less than  $35,500,000.00,  Buyer will not purchase
         the  Assigned  Claims  and will  have no  payment  liability  to Lehman
         hereunder  and Lehman will  refund to Buyer all amounts  paid to Lehman
         hereunder, with Interest, but shall retain $500,000.

               (e) If none of (a), (b), (c) or (d),  above,  is  applicable  and
         Buyer does not purchase the Purchased  Assets,  then as of  Termination
         Date (or if  earlier,  if the Buyer  does not  purchase  the  Purchased
         Assets  because of its breach of the Asset  Purchase  Agreement  or any
         other  condition in Section 8.3 thereof is not  satisfied,  on the date
         the Asset Purchase  Agreement is  terminated),  Buyer will not purchase
         the  Assigned  Claims  and will  have no  payment  liability  to Lehman
         hereunder,  and Lehman will refund to Buyer all amounts  paid to Lehman
         hereunder, with Interest, but shall retain $500,000.

Any refunds due from Lehman  under this Section  shall be made by  wire transfer
of federal  funds within two  business days after  the  notice  (if under (a) or
(b)  above) or  the closing of  the asset  purchase (if  under (c) or (d) above)
or the Termination Date (if under (e) above).

         9.    Waivers. A  waiver of  any term  or condition of  this  Agreement
shall be valid  only if it is in  writing and  executed by the party so waiving.
The failure of  any of the  parties in any one or  more instances to insist upon
performance of any terms, covenant or conditions of this  Agreement shall not be
construed to  be a  waiver  of future performance of any such term,  covenant or
condition but the obligation of either party with respect thereto shall continue
in full force and effect.

         10.   Governing  Law.  This Agreement and the  rights  and  obligations
of the  parties  hereunder  shall  be construed and  enforced in accordance with
the laws of the State of New York notwithstanding  any reference in such laws to
the laws of another jurisdiction.

         11.   Notices.  All notices,  demands or other communications hereunder
shall  be in  writing and  shall be given by (1)  deposit in United States mail,
sent by certified or registered mail, postage prepaid, (2) nationally recognized
overnight   courier   service,   service   prepaid,   which   requires   written
acknowledgement or receipt, or (3) personal delivery, to the following parties:


         If to Buyer:                        Applebee's International, Inc.
                                             4551 West 107th St., Suite 100
                                             Overland Park, KS  66207
                                             Attention:  Robert T. Steinkamp
                                             Fax:  (913) 341-1696
                                             Phone:  (913) 967-4038

                                       8
<PAGE>

         With a copy to:                     James M. Ash, Esq.
                                             Blackwell Sanders Peper Martin LLP
                                             2300 Main Street, Suite 1100
                                             Kansas City, MO  64108
                                             Fax:  (816) 983-9137

         If to Lehman:                       Lehman Brothers Holdings, Inc.
                                             745 Seventh Avenue, 7th Floor
                                             New York, New York 10019
                                             Attn:  George Janes
                                             Fax:  (646) 758-2115
                                             Phone:  (212) 526-5129

         With a copy to:                     Jeffrey L. Schwartz, Esq.
                                             Hahn & Hessen LLP
                                             350 Fifth Avenue
                                             New York, New York 10118-0075
                                             Fax:  (212) 594-7167
                                             Phone:  (212) 946-0221

or  to  such  other address  as  Buyer or  Lehman  shall have last designated in
writing to the other party in a notice meeting the requirements  of this Section
9.

         12.   Entire  Agreement;  Construction.  This  Agreement  contains  the
entire  understanding  and agreement  between the  parties with respect  to  the
subject matter hereof  and cannot  be amended, modified, or  supplemented in any
respect except by a subsequent written agreement executed by the parties hereto.
This  Agreement  has been negotiated at  arm's-length by the  parties and  their
respective  advisors.  This Agreement  shall not  be  construed  as having  been
"drafted"  by  any one  party and shall not  be construed against any party as a
drafting party. The interpretation,  application, meaning or construction of any
of  the terms or provisions of this Agreement shall be construed pursuant to the
terms hereof,  without  bias in  favor  of  or against  any  party  hereto,  and
regardless of the party who drafted or prepared such term or provision.

         13.   Assignment. Neither this  Agreement nor any rights or obligations
of either party hereunder may be assigned  to any other person without the prior
written  consent  of the other party.  Notwithstanding the immediately preceding
sentence, Buyer may assign its rights or obligations to a wholly-owned affiliate
without the  prior written  consent of Lehman  (in which event Buyer will not be
relieved of its obligations hereunder). Subject to the foregoing, the provisions
hereof  shall inure to  the benefit  of and  be binding  upon the successors and
assigns of the parties.

         14.   Counterparts.  This Agreement may be signed in counterparts, each
of which  shall constitute  an original and which together  shall constitute one
and the same Agreement.

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<PAGE>

         15.   Legal  Costs.  Each party shall bear its own costs and expenses
incurred in  negotiating  this  Agreement and in consummating the transactions
contemplated hereby.

         16.   Termination.  Either party may  terminate  this  Agreement if the
purchase  and  assignment  contemplated hereunder shall not have  occurred on or
before the  Termination  Date; provided  that Buyer  may not so  terminate  this
Agreement  unless  it is  also simultaneously  terminating  the  Asset  Purchase
Agreement.

         IN WITNESS WHEREOF, the  parties hereto have executed this Agreement on
the day, month, and year first above written.

                                     BUYER:

                                     APPLEBEE'S INTERNATIONAL, INC.,
                                     a Delaware corporation


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

                                     LEHMAN:

                                     LEHMAN BROTHERS HOLDINGS, INC.,
                                     D/B/A/ LEHMAN CAPITAL, A
                                     DIVISION OF LEHMAN BROTHERS HOLDINGS, INC.


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------


                                       10