SECOND AMENDMENT

                         APPLEBEE'S INTERNATIONAL, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


         WHEREAS,  by  written  instrument  effective  as of  January  1,  1997,
Applebee's   International,   Inc.  (the   "Company")   adopted  the  Applebee's
International,  Inc. Employee Stock Purchase Plan (the "Plan") for the exclusive
benefit of its eligible employees; and

         WHEREAS,  the Board of Directors of the Company (the "Board")  reserved
the right to amend the Plan from time to time,  subject to certain  restrictions
specified in Section 15.2 of the Plan; and

         WHEREAS,  the  Board  now  desires  to  amend  the  Plan in the  manner
hereinafter set forth.

         NOW, THEREFORE, effective as of August 30, 2001, the Plan is amended as
follows:

         1. Section 2.14, "Pay," is amended in its entirety to read as follows:

            "2.14 "Pay" means and includes (i) a Participant's regular salary or
         earnings;  (ii) a Participant's  overtime pay; (iii) bonuses designated
         by the bonus plan pursuant to which the bonus is paid as being eligible
         to be  used to  purchase  Shares  under  this  Plan  and  (iv)  bonuses
         designated  by the  Committee as being  eligible to be used to purchase
         Shares under this Plan. "Pay" shall not include any other compensation,
         taxable or  otherwise,  including  without  limitation  employee  tips,
         moving/relocation    expenses,    imputed   income,    option   income,
         tax-gross-ups and taxable benefits."

         2. The first sentence of Section 7.2 is replaced with the following two
         sentences:

            "The aggregate,  available number of Shares originally available for
         offer under the Plan was two hundred thousand (200,000), which has been
         adjusted to three hundred thousand  (300,000) pursuant to Section 15.3.
         Effective August 30, 2001, three hundred thousand (300,000)  additional
         shares will be available for offer under this Plan so that the maximum,
         aggregate  number of Shares  available  for offer under the Plan is six
         hundred thousand (600,000)."

         3. A new Section 8.5 is added to the Plan and reads as follows:

            "A Participant who timely files an Enrollment Agreement  authorizing
         the  Company  to  start,  stop,  increase,   or  decrease  his  payroll
         deductions  shall  have  thirty  (30)  days  from the date of the first
         regular  payroll  check that such  modification  was to be effective to
         advise the Designated  Person in writing that his payroll deduction was
         not  properly  implemented.  If  a  Participant  fails  to  inform  the
         Designated Person within such thirty (30) day period,  such Participant
         shall be deemed to have elected  whatever amount  (including zero) that
         has been and is being deducted from his paycheck."

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         4. The  provisions of this  Amendment are effective as of the dates set
         forth herein. In all other respects, the Plan shall remain unchanged.

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         IN WITNESS  WHEREOF,  the Company has executed this Amendment as of the
____ day of _________________, 2001.

                                    APPLEBEE'S INTERNATIONAL, INC.
                                    "Company"


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

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                              SUMMARY OF AMENDMENTS

1.       The definition of "Pay" is amended to include bonuses designated by the
         bonus plan  as being  eligible to purchase  shares  under the  Employee
         Stock Purchase Plan.

2.       The number  of shares  available  for offering under the Employee Stock
         Purchase Plan is increased by 300,000 effective August 30, 2001.

3.       Section  8.5  is  added  to  require Participants  to inform Applebee's
         within thirty (30) days after the first regular payroll check following
         timely  submission  of an  Enrollment  Agreement  if their deduction is
         improperly implemented.



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