Exhibit 10-18 Written Consent Outback/Fleming's, LLC


    Exhibit
      10.18

    


    ACTION
      BY
      UNANIMOUS WRITTEN CONSENT

    OF
      THE
      MEMBERS OF

    OUTBACK/FLEMING’S,
      LLC

    IN
      LIEU
      OF MEETING

    


    


    The
      undersigned, being all of the Members of Outback/Fleming’s, LLC, a Delaware
      limited liability company (the “Company”), hereby consent in writing to the
      adoption of the following resolutions, taking such action in lieu of a meeting
      as permitted by Section 4.7 of the Company’s Operating Agreement, as
      amended:

    


    RESOLVED,
      that the first sentence of Section 5.1 of the Operating Agreement, as amended,
      shall be deleted in its entirety and replaced with the following:

    


    “The
      business, property and affairs of the Company shall be managed exclusively
      by a
      Management Committee consisting of five (5) individuals appointed by the Members
      in accordance with Section 5.2A.”

    


    RESOLVED,
      that Section 5.2 of the Operating Agreement, as amended, shall be deleted in
      its
      entirety and replaced with the following:

     

    “5.2 Appointment
      of Management Committee.
      

     

    A. Number,
      Appointment and Qualifications.
      The
      Company shall have five (5) Committee Members. Outback shall appoint two (2)
      Committee Members, FPSH LP shall appoint one (1) Committee Member, AWA INC
      shall
      appoint one (1), and one (1) Committee Member shall be appointed by mutual
      consent of the Company’s Members.

     

    
      	 	
              (i)

            	
              Term
                of Service.
                Each Committee Member will serve until his or her death or removal
                from
                the Management Committee, or until his or her removal from the Management
                Committee by the Member(s) who appointed him or
                her.

            


    

     

    
      	 	
              (ii)

            	
              Resignation.
                A
                Committee Member may resign at any time by giving written notice
                to the
                Members. The resignation of a Committee Member shall take effect
                upon
                receipt of such notice or at such later time as shall be specified
                in the
                notice. Unless otherwise specified in the notice, the acceptance
                of the
                resignation shall not be necessary to make it effective.
                

            


    

     

    
      
        	 	
                (iii)

              	
                
                  Removal.
                    Outback’s Appointees to the Management Committee may be removed only
                    by
                    Outback, with or without cause. FPSH LP’s Appointee to the Management
                    Committee may be removed only by FPSH LP, with or without cause.
                    AWA INC’s
                    Appointee to the Management Committee may be removed only by
                    AWA INC, with
                    or without cause. The Committee Member appointed
                    by

                

              


      

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      
        
          
            	 	
                     

                  	
                    
                      mutual
                        consent of the Company’s Members may be removed by the Company’s Members,
                        with or without cause.

                    

                  


          

           

        

      

    

    
      
        
          	 	
                  (iv)

                	
                  
                    Vacancies.
                      Vacancies on the Management Committee shall be filled by the
                      Member(s) who
                      originally appointed the vacating Committee
                      Member.

                  

                


        

         

      

    

    
      
        
          
            	 	
                    (v)

                  	
                    
                      
                        Compensation.
                          No Committee Member shall be eligible to receive separate
                          compensation
                          from the Company for his or her services on the Management
                          Committee;
                          provided,
                          however,
                          that the Committee Members shall be reimbursed by the Company
                          for the
                          reasonable and actual costs incurred by such Persons in
                          attending and
                          participating in any meetings of the Management Committee
                          and other costs
                          and expenses reasonably related to fulfilling the duties
                          and obligations
                          of a Committee Member
                          hereunder.”

                      

                    

                  


          

           

        

      

    

    ;
      and be
      it further

    


    RESOLVED,
      that Section 5.9 of the Operating Agreement, as amended, is hereby deleted
      in
      its entirety; and be it further 

    


    RESOLVED,
      that all remaining references to the Wise Man in the Operating Agreement, as
      amended, are hereby deleted; and be it further

    


    RESOLVED,
      that the resignations of Robert S. Merritt and Tom O’Hare as Committee Members
      are hereby accepted; and be it further

    


    RESOLVED,
      that in accordance with the terms of Section 5.2.A. of the Operating Agreement,
      as amended, the following individuals are hereby named as Committee
      Members:

    


    Outback
      Appointees                        AWA
      Inc. Appointee 

    Chris
      T.
      Sullivan                             
      A.
      William Allen, III 

    Nancy
      Schneid

    


    FPSH
      LP Appointee                        Mutual
      Consent Appointee

    Paul
      Fleming                             
Curtis
      H.
      Fox

    


    ;
      and be
      it further

    


    RESOLVED,
      that all lawful acts of the Members of the Company occurring since the last
      meeting of the Members are hereby ratified and approved; and be it
      further

    


    RESOLVED,
      that the undersigned do hereby unanimously consent and affirm that the actions
      set forth in the foregoing resolutions shall have the same force and effect
      as
      if taken at a duly constituted meeting of the Members.

     

    
      
        
        

      

      
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    Executed
      this 8th day of August, 2005, to be effective for all purposes as of
      July
      21, 2005.

     

    
      
        
          
            
              
                	OS PRIME, INC., a Florida corporation	AWA III STEAKHOUSE,
                        INC., a
                        California
	
                      	corporation	
                      
	 	 	 
	 	
                         

                      	 	
                         

                      	 
	By:	/s/
                        Joseph J. Kadow	By:	
                        /s/ A.
                          William Allen, III    

                      	 
	 	
                        Joseph
                          J. Kadow, Vice President

                      	
                      	A.
                        William Allen, III, President	
                      
	 	
                         

                      	 	 	 


              

            

          

        

      

      
 

    

    
      	FPSH LIMITED PARTNERSHIP, an 	 
	Arizona limited partnership	 
	 	 	 	 
	 By its general partner:	 
	 	 	 	 
	 	PKCR, LLC, an Arizona limited 	 
	 	liability company	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Paul M.
              Fleming 	 
	 	 	Paul M. Fleming, Manager 	 


    

    
 

     

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