APPLEBEES INTERNATIONAL INC
OZARK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>assetpurchaseagree.txt
<DESCRIPTION>OZARK PURCHASE AGREEMENT
<TEXT>




                             GOURMET SYSTEMS, INC.

                                       AND

                             THE OZARK APPLES, INC.











                            ASSET PURCHASE AGREEMENT

                                  April 8, 2005










                                        i
<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                                                                            <C>
                                                                                                               Page
ARTICLE I PURCHASE AND SALE OF ASSETS..............................................................................2

    SECTION 1.1 PURCHASED ASSETS...................................................................................2
    SECTION 1.2 EXCLUDED ASSETS....................................................................................3

ARTICLE II PURCHASE PRICE OF ASSETS................................................................................3

    SECTION 2.1 PURCHASE PRICE; EARNEST MONEY......................................................................3
    SECTION 2.2 FORM OF PAYMENT....................................................................................4
    SECTION 2.3 ADJUSTMENT OF PURCHASE PRICE.......................................................................4
    SECTION 2.4 OBLIGATIONS ASSUMED BY BUYER.......................................................................4
    SECTION 2.5 OBLIGATIONS SATISFIED BY SELLER....................................................................5
    SECTION 2.6 ALLOCATION OF PURCHASE PRICE.......................................................................5
    SECTION 2.7 TAXES..............................................................................................5

ARTICLE III CLOSING................................................................................................5

    SECTION 3.1 DATE, TIME AND PLACE OF CLOSING....................................................................5
    SECTION 3.2 DELIVERIES BY SELLER AT CLOSING....................................................................5
    SECTION 3.3 DELIVERIES BY BUYER AT CLOSING.....................................................................7
    SECTION 3.4 TRANSFER OF OPERATIONS.............................................................................7
    SECTION 3.5 ASSIGNMENT BY BUYER................................................................................7

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER................................................................7

    SECTION 4.1 EXISTENCE; OWNERSHIP...............................................................................7
    SECTION 4.2 POWER AND AUTHORITY................................................................................7
    SECTION 4.3 EXECUTION AND DELIVERY PERMITTED...................................................................8
    SECTION 4.4 THE PURCHASED ASSETS...............................................................................8
    SECTION 4.5 BINDING EFFECT.....................................................................................9
    SECTION 4.6 LICENSURE..........................................................................................9
    SECTION 4.7 CONDITION OF PURCHASED ASSETS.....................................................................10
    SECTION 4.8 ABSENCE OF OTHER ASSETS...........................................................................10
    SECTION 4.9 OWNERSHIP OF PURCHASED ASSETS.....................................................................10
    SECTION 4.10 REAL PROPERTY....................................................................................10
    SECTION 4.11 INTENTIONALLY DELETED............................................................................11
    SECTION 4.12 DOCUMENTS SUFFICIENT.............................................................................12
    SECTION 4.13 LITIGATION OR CONDEMNATION.......................................................................12
    SECTION 4.14 TAXES............................................................................................12
    SECTION 4.15 CONTRACTS........................................................................................12
    SECTION 4.16 DISCLOSURE.......................................................................................13
    SECTION 4.17 EMPLOYMENT MATTERS...............................................................................13
    SECTION 4.18 EMPLOYEE BENEFIT PLANS...........................................................................13
    SECTION 4.19 LIABILITIES OF SELLER............................................................................15
    SECTION 4.20 INSURANCE COVERAGE...............................................................................15
    SECTION 4.21 SEVERANCE PAY....................................................................................15
    SECTION 4.22 ENVIRONMENTAL MATTERS............................................................................15
</TABLE>


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<TABLE>
<CAPTION>
<S>                                                                                                               <C>
    SECTION 4.23 RESTAURANT LOCATIONS.............................................................................17
    SECTION 4.24 ACCURACY OF REPRESENTATIONS AND WARRANTIES.......................................................17
    SECTION 4.25 INTENTIONALLY DELETED............................................................................17
    SECTION 4.26 AFFILIATED TRANSACTIONS..........................................................................17
    SECTION 4.27 SUBSIDIARIES.....................................................................................17
    SECTION 4.28 STATUS OF ADDITIONAL RESTAURANTS.................................................................17
    SECTION 4.29 FINANCIAL STATEMENTS.............................................................................17

ARTICLE V COVENANTS OF SELLER.....................................................................................18

    SECTION 5.1 EMPLOYEE BENEFIT PLANS............................................................................18
    SECTION 5.2 PERFORMANCE OF REAL PROPERTY LEASES AND MATERIAL CONTRACTS........................................18
    SECTION 5.3 TRANSFER OF LICENSES AND PERMITS..................................................................18
    SECTION 5.4 AGREEMENTS RESPECTING EMPLOYEES OF SELLER.........................................................19
    SECTION 5.5 MAINTENANCE OF EXISTENCE..........................................................................19
    SECTION 5.6 CONDUCT OF BUSINESS...............................................................................19
    SECTION 5.7 BROKER'S FEES.....................................................................................20
    SECTION 5.8 ACCESS TO INFORMATION AND PROPERTIES..............................................................20
    SECTION 5.9 INTENTIONALLY DELETED.............................................................................20
    SECTION 5.10 INTENTIONALLY DELETED............................................................................20
    SECTION 5.11 INTENTIONALLY DELETED............................................................................20
    SECTION 5.12 SURVEY AND TITLE REPORT..........................................................................20
    SECTION 5.13 FINANCIAL STATEMENTS.............................................................................21
    SECTION 5.14 NO SECURITIES TRADING............................................................................21
    SECTION 5.15 CHANGE OF NAME...................................................................................21
    SECTION 5.16 COOPERATION......................................................................................22
    SECTION 5.17 RIGHT TO INSPECT.................................................................................22
    SECTION 5.18 DEFICIENCIES--REPAIRS AND REPLACEMENTS...........................................................22
    SECTION 5.19 RESTRICTIVE COVENANTS............................................................................23
    SECTION 5.20 NO SALE NEGOTIATIONS.............................................................................24
    SECTION 5.21 POTENTIAL SITES..................................................................................24
    SECTION 5.22 SALE OR ASSIGNMENT OF POTENTIAL SITES............................................................24
    SECTION 5.23 ADDITIONAL RESTAURANTS; REIMBURSEMENT............................................................24
    SECTION 5.24 DEVELOPMENT ACTIVITIES...........................................................................24

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER................................................................24

    SECTION 6.1 CORPORATE EXISTENCE...............................................................................25
    SECTION 6.2 CORPORATE POWER AND AUTHORITY.....................................................................25
    SECTION 6.3 EXECUTION AND DELIVERY PERMITTED..................................................................25

ARTICLE VII COVENANTS OF BUYER....................................................................................25

    SECTION 7.1 BUYER PERFORMANCE.................................................................................25
    SECTION 7.2 DEVELOPMENT OF ADDITIONAL RESTAURANTS.............................................................25
    SECTION 7.3 POTENTIAL SITES...................................................................................25
    SECTION 7.4 RIGHT TO INSPECT..................................................................................26
    SECTION 7.5 BUYER'S OPTIONS...................................................................................26
</TABLE>


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<TABLE>
<CAPTION>
<S>                                                                                                              <C>
ARTICLE VIII PRORATIONS AND PURCHASE PRICE ADJUSTMENT; CONDITIONS TO CLOSING......................................26

    SECTION 8.1 PRORATIONS AND PURCHASE PRICE ADJUSTMENTS.........................................................26
    SECTION 8.2 INVENTORY ADJUSTMENT AND VACATION CREDIT..........................................................27
    SECTION 8.3 AMOUNTS OWED BUYER; STORE CASH....................................................................27
    SECTION 8.4 BUYER'S CONDITIONS TO CLOSING.....................................................................27
    SECTION 8.5 SELLER'S CONDITIONS TO CLOSING....................................................................29

ARTICLE IX INDEMNIFICATION AGAINST LOSS...........................................................................29

    SECTION 9.1 INDEMNIFICATION BY SELLER AND THE SHAREHOLDERS....................................................29
    SECTION 9.2 INDEMNIFICATION BY BUYER..........................................................................30
    SECTION 9.3 LIMITATIONS.......................................................................................30

ARTICLE X MISCELLANEOUS...........................................................................................30

    SECTION 10.1 NOTICES..........................................................................................30
    SECTION 10.2 APPLICABLE LAW...................................................................................31
    SECTION 10.3 BINDING ON SUCCESSORS; ASSIGNMENT................................................................31
    SECTION 10.4 PAYMENT OF COSTS.................................................................................31
    SECTION 10.5 CLOSING NOT TO PREJUDICE CLAIM FOR DAMAGES.......................................................32
    SECTION 10.6 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS..............................33
    SECTION 10.7 ADDITIONAL DOCUMENTS.............................................................................33
    SECTION 10.8 TIME IS OF THE ESSENCE...........................................................................33
    SECTION 10.9 INTERPRETATION...................................................................................33
    SECTION 10.10 ENTIRE AGREEMENT................................................................................33
    SECTION 10.11 COUNTERPARTS....................................................................................33
    SECTION 10.12 TERMINATION.....................................................................................33
    SECTION 10.13 PUBLIC ANNOUNCEMENTS............................................................................34
    SECTION 10.14 CONFIDENTIALITY.................................................................................34
</TABLE>




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                            ASSET PURCHASE AGREEMENT

    THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is made and entered into
this day of  April,  2005,  by and  among The Ozark  Apples,  Inc.,  a  Missouri
corporation   ("Seller"),   Ozark   Holdings,   Inc.,  a  Missouri   corporation
("Holdings"),  Gregory R. Walton  ("Greg  Walton"),  Sandra G.  Walton  ("Sandra
Walton")  Sandra G.  Walton,  Voting  Trustee  under Voting Trust dated June 29,
1992,  as amended  ("Sandra  Walton  Trust"),  Gregory R. Walton,  Trustee under
Voting Trust, dated August 12, 2002 f/b/o Sandra G. Walton and Gregory R. Walton
(the "Walton Trust"), G. Reid Teaney,  Trustee under the Christopher Ryan Walton
Irrevocable Trust, dated November 25, 1977 (the "Christopher  Walton Trust"), G.
Reid Teaney,  Trustee under the Megan N. (Walton) Allen Irrevocable Trust, dated
November 25, 1977 (the "Megan Allen Trust"),  Gregory W. McGhee,  Trustee of the
Gregory W. McGhee Revocable Trust, dated September 16, 2002 (the "Gregory McGhee
Trust"),  Gregory McGhee ("McGhee"),  Yvonne T. McGhee, Trustee of the Yvonne T.
McGhee Revocable Trust, dated September 16, 2002 (the "Yvonne McGhee Trust") and
Yvonne T. McGhee ("Yvonne McGhee") (collectively,  Holdings, Greg Walton, Sandra
Walton, Sandra Walton Trust, the Walton Trust, the Christopher Walton Trust, the
Megan Allen Trust, the Gregory McGhee Trust, McGhee, the Yvonne McGhee Trust and
Yvonne  McGhee  shall be referred to herein as the  "Shareholders")  and Gourmet
Systems, Inc., a Missouri corporation (the "Buyer").

                                    RECITALS

    WHEREAS,  Seller owns various  items of personal  property and  interests in
real property (i) used in the operation of eleven (11)  Applebee's  Neighborhood
Grill & Bar restaurants (the "Existing  Restaurants") at the locations set forth
on Exhibit A to this Agreement; and (ii) intended to be used in the operation of
one (1) Applebee's  Neighborhood  Grill & Bar restaurants under  construction at
the  location  set  forth  on  Exhibit  B to  this  Agreement  (the  "Additional
Restaurants")  (collectively,   the  Existing  Restaurants  and  the  Additional
Restaurant shall  hereinafter be defined as the  "Restaurants" and the locations
of all such Restaurants shall be defined as (the "Restaurant Locations"));

    WHEREAS,  Seller may acquire or occupy, or enter into purchase  contracts or
leases to acquire or occupy, two (2) potential development sites (the "Potential
Sites") for  Applebee's  Neighborhood  Bar & Grill  restaurants  in or near Fort
Leonard Wood, Missouri and Webb City, Missouri;

    WHEREAS, Seller desires to sell such personal property and to convey certain
interests in such real property to Buyer;

    WHEREAS,  Buyer desires to purchase such personal property and real property
interests from Seller; and

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



<PAGE>


    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  purchase  and sale,  the
parties hereto agree as follows:

                                   ARTICLE I
                           PURCHASE AND SALE OF ASSETS

    Section 1.1    Purchased  Assets.  Subject to the  terms and  conditions set
forth in this Agreement, Seller hereby agrees that at the Closing (as defined in
Section 3.1,  below) it shall sell,  transfer,  convey,  and assign to Buyer and
Buyer hereby agrees at the Closing to purchase and accept from Seller,  free and
clear of all mortgages, liens, security interests, pledges and encumbrances, the
following assets (collectively, the "Purchased Assets"):

         (a)  All of Seller's right,  title and interest in and under all of the
    Franchise  Agreements  listed on Exhibit C (the "Franchise  Agreements") and
    all  operating  manuals,   recipes,   proprietary  information  and  similar
    documents and information  held by Seller in connection with Seller's status
    as a franchisee of Applebee's  International,  Inc., a Delaware  corporation
    ("AII") and all copies and extracts therefrom;

         (b)  All of Seller's right, title and interest at the Closing in and to
    the real and personal  property (of whatever  nature) intended to be used in
    the operation of the Additional Restaurant and leased by Seller;

         (c)  All real and personal property (of whatever nature) intended to be
    used in the operation of the Additional Restaurant and owned by Seller;

         (d)  Subject to the  consultation and approval of Buyer as set forth in
    Section 5.22 herein, all of Seller's right,  title and interest,  if any, at
    the Closing in and to the Potential Sites;

         (e)  Seller's interest as lessee in and to the Real Property Leases (as
    defined in Section 4.4(c), below),  including all of Seller's interest under
    the  Real  Property  Leases  in  the  buildings,  fixtures,  signs,  parking
    facilities,   trash  facilities,   fences,  other  leasehold   improvements,
    appurtenances, and hereditaments subject to such Real Property Leases;

         (f)  All Owned Real Property  (as  defined in Section  4.4(a),  below),
    including  all of  Seller's  interest  in the  buildings,  fixtures,  signs,
    parking   facilities,   trash  facilities,   fences,   other   improvements,
    appurtenances and hereditaments related to the Owned Real Property;

         (g)  All  Material Contracts  (as  defined in Section  4.4(g),  below),
    including,   but   not   limited   to,   all   confidentiality   agreements,
    non-competition  agreements and  non-solicitation  agreements between Seller
    and its employees;

         (h)  All  equipment,  vehicles and leasehold  improvements  used in the
    normal  and  customary  operations  of the  Restaurants,  including  but not
    limited  to  the  furniture,  machinery,  equipment,  tables,  chairs,  cash
    registers,  ovens,  refrigerators,  display cases, shelves, utensils, tools,


                                       2
<PAGE>


    pans,  lights,  uniforms,  curtains,  signs,  menus,  tablecloths,  glasses,
    plates,  dishes,  silverware,  pitchers,  books,  cabinets,  racks,  towels,
    ornaments,  artifacts, decor, collectibles,  bars, and bar equipment located
    at the Restaurant Locations or the Additional  Restaurants,  as the case may
    be (the "Equipment") ;

         (i)  All inventories of foodstuffs, beverages, paper products, cleaning
    supplies and other supplies (the "Inventories")  which are in the Restaurant
    Locations or the Additional  Restaurant,  as the case may be, on the Closing
    Date (as defined in Section 3.1, below);

         (j)  All of Seller's other rights and property  interests of any nature
    which are  customarily  used in the operation of the Restaurants or intended
    to be used in the operation of the Additional Restaurant, including, but not
    limited to rights to use existing  telephone  numbers,  fax  numbers,  keys,
    security  system codes,  copyrights,  trademarks  and service marks (and all
    goodwill  associated  with such  trademarks  or service  marks),  and rights
    arising under equipment or other warranties;

         (k)  All data  transmission equipment and related software and software
    licenses  ("Transferred  Licenses"),  computer software (subject to Seller's
    ability to assign or  transfer  such  software)  and related  materials  and
    portable  computers used by field personnel and used only in connection with
    the operation of the Restaurants;

         (l)  All records and files related to the Real  Property (as defined in
    Section 4.4(b), below) such as rent calculations,  landlord  correspondence,
    purchase  agreements,   deeds,   construction   documents,   title  reports,
    environmental and engineering reports,  appraisals,  surveys,  etc., and the
    Material  Contracts  and all  personnel  records and files related to Seller
    employees  who accept  employment  with Buyer as of the  Effective  Time (as
    defined below in Section 3.4, below); and

         (m)  All  cash  amounts  normally  used  to  operate  the  Restaurants,
    provided  that in  no event  shall such  cash be  in  excess  of  $1,500 per
    Restaurant.

    Section 1.2    Excluded Assets.  Excluded from sale under this Agreement are
the assets of Seller listed or described on Schedule 1.2 to this Agreement.

                                   ARTICLE II
                            PURCHASE PRICE OF ASSETS

    Section 2.1    Purchase Price;  Earnest  Money.  The purchase price paid for
the Purchased Assets shall be (a) Thirty-Four Million Eight Hundred  Seventy-Two
Thousand Two Hundred Ninety-Eight and No/100 Dollars ($34,872,298.00),  adjusted
as set forth in Section  2.3 and  Article  VIII  below,  plus (b) the amount set
forth on Exhibit D attached hereto as the amount of Seller's out-of-pocket costs
paid in connection  with the  development  and  construction  of the  Restaurant
located in Osage Beach,  Missouri (the  "Purchase  Price").  The Purchase  Price
shall be paid at  Closing  in  accordance  with  Section  2.2  below and will be
adjusted pursuant to Section 2.3 and Article VIII below,  which adjustments will
include  payments for the Potential  Sites, if any, and the  Construction  Costs
(defined herein) relating to the Additional Restaurant.Pursuant to the Letter of


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Intent between the parties,  dated February 28, 2005, Buyer agreed to deliver to
Seller  earnest  money in the total  amount of Two Hundred  Fifty  Thousand  and
No/100 Dollars  ($250,000.00) (the "Earnest Money"), of which Fifty Thousand and
No/100 Dollars  ($50,000.00)  has already been delivered to Seller from Buyer as
of March 3, 2005.  Simultaneously  with the execution of this  Agreement,  Buyer
shall pay to Seller  the  remainder  of the  Earnest  Money in the amount of Two
Hundred  Thousand and No/100 Dollars  ($200,000.00).  The Earnest Money shall be
refunded  to Buyer in the event the  Closing  is not  consummated  on account of
termination of this  Agreement by either party pursuant to the rights  contained
herein.  Upon  Closing,  the  Earnest  Money will be retained by Seller and will
reduce the Purchase Price on a dollar for dollar basis.

    Section  2.2   Form of  Payment. At the Closing,  Buyer shall pay Seller the
Purchase  Price,  as adjusted  herein,  in cash by wire transfer of funds, or in
such other manner reasonably acceptable to Seller.

    Section 2.3    Adjustment of Purchase Price.  Within five (5) business  days
prior to the Closing,  Seller will deliver to Buyer a preliminary statement (the
"Initial Closing Statement") of the Purchase Price adjustments and prorations as
set forth in Article  VIII.  The amounts on the Initial  Closing  Statement,  as
reasonably agreed to by Buyer,  shall constitute the initial  adjustments to the
Purchase  Price at Closing.  Within one hundred  eighty (180) days following the
Closing,  Buyer will deliver to Seller,  subject to the reasonable  agreement of
Seller,  a  final  statement  (the  "Final  Closing   Statement")  of  any  such
adjustments  and  prorations.  Any differences in the adjustment to the Purchase
Price between the Final  Closing  Statement  and the Initial  Closing  Statement
shall be paid by the  applicable  party within five (5) days after the execution
of the Final Closing Statement. The parties agree that payments owed by Buyer to
Seller  pursuant  to Section  7.2 herein  will be paid in  accordance  with said
section  even if the  payment  date  occurs  after  the date for  Final  Closing
Statement payments required under this Section 2.3.

    Section 2.4    Obligations  Assumed by  Buyer. In addition to the payment of
the Purchase  Price, Buyer hereby  agrees to (a)  assume  responsibility for all
earned  and unused vacation, as of  the Closing Date, of all employees of Seller
who are  hired by Buyer and (b)  assume and perform all of  Seller's obligations
with respect to the Real Property Leases and Material  Contracts  (the  "Assumed
Liabilities");  however, except as specifically provided herein, Buyer shall not
assume  or be  responsible  for  any  liability,  indebtedness,  or  contractual
obligation of Seller relating to Restaurant  operations or other events, acts or
omissions  occurring  prior  to the  Effective  Time,  even if  such  liability,
indebtedness or contractual  obligation does not arise until after the Effective
Time.  Without limiting the generality of the foregoing,  in no case shall Buyer
be required to assume any obligation which:

         (a)  Is prorated  to Seller under  Section 2.3 or Article  VIII of this
    Agreement;

         (b)  Arises from an event (including any action or inaction on the part
    of Seller)  occurring on or prior to the Effective Time which,  with notice,
    the passage of time or both,  would result in an event of default  occurring
    under any lease or agreement to which Seller is a party;

         (c)  Is represented or warranted by Seller in this Agreement, or in the
    Exhibits and Schedules attached hereto, not to exist;


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<PAGE>


         (d)  Relates  to  Seller's  payroll  or  pension,  incentive or benefit
    plans;

         (e)  Relates to any lease of personal property used in the operation of
    any Restaurant  Location or in connection with the operations or development
    of the Additional Restaurant, unless it is a Material Contract; or

         (f)  Any  other liability  of Seller  not  expressly  assumed  by Buyer
    hereunder.

    Section 2.5    Obligations Satisfied by Seller.  Seller  shall pay all trade
payables,  accounts payable,  utility payments, tax withholding,  payroll taxes,
wages and similar  operating  expenses which are incurred,  or related to a time
prior to, the Effective Time.

    Section 2.6    Allocation of Purchase Price. Buyer and Seller agree that the
Purchase  Price  shall be  allocated  to the  Purchased  Assets  as set forth on
Schedule  2.6  attached  hereto,  which  schedule  will be completed as mutually
agreed to by the parties on or before the Closing Date. Such allocation shall be
binding on Buyer and Seller for all purposes, including the reporting of gain or
loss and determination of basis for income tax purposes, and each of the parties
hereto  agrees  that  it or  they  will  file a  statement  setting  forth  such
allocation  with its or their federal income tax returns and will also file such
further  information or take such further  actions as may be necessary to comply
with the Treasury  Regulations  that have been  promulgated  pursuant to Section
1060 of the Internal Revenue Code of 1986, as amended (the "1060  Regulations").
The parties also agree that such  allocations  will be consistent with Generally
Accepted Accounting  Principles ("GAAP") to the extent not inconsistent with the
1060 Regulations.

    Section 2.7    Taxes.  Seller shall be liable for and shall pay all transfer
or sales taxes and all filing fee and documentary  fees or taxes  related to the
recording  of all deeds and lease  assignments  payable in  connection  with the
purchase, sale or transfer of the Purchased Assets to, and the assumption of the
Assumed Liabilities by, Buyer pursuant to this Agreement.

                                  ARTICLE III
                                     CLOSING

    Section  3.1   Date, Time and  Place of  Closing.  The  consummation  of the
transactions  contemplated  hereby (the "Closing") shall be held on May 23, 2005
(the  "Closing  Date"),  beginning  at 9:00 a.m.  central time in the offices of
Blackwell  Sanders Peper Martin LLP, 4801 Main Street,  Suite 1000, Kansas City,
Missouri,  64112,  or at such other  place,  time or date as the parties  hereto
shall mutually agree.

    Section 3.2    Deliveries  by   Seller  at  Closing.  At  the   Closing  and
thereafter  as may  be  reasonably  requested  by Buyer,  Seller  shall  convey,
transfer,  assign, and  deliver the  Purchased  Assets to  Buyer, and shall also
deliver to Buyer the following:

         (a)  Duly  executed  bills  of sale,  easements,  assignments,  leases,
    subleases,  lease  assignments and acceptances  (including the Real Property
    Leases),  estoppel  certificates,  consents to lease assignments or Material
    Contracts  (if  consent  to  assignment  is  required  under the terms of an
    existing  lease or a  Material  Contract),  nondisturbance  agreements,  UCC


                                       5
<PAGE>


    termination  statements,  satisfactions of mortgage,  special warranty deeds
    regarding  the real  property and  improvements  to be  conveyed,  and other
    appropriate  instruments  of  transfer  as  Buyer  has  requested,   all  in
    recordable  form,  of content  acceptable  to Buyer and Buyer's  counsel and
    sufficient  to  vest  in  Buyer  good  and  marketable  title  to all of the
    Purchased  Assets  which,  with regard to  interests  in Real  Property,  is
    subject to no exception to title insurance  coverage which could, in Buyer's
    sole  discretion,   substantially   affect  the  operation  of  the  subject
    Restaurant  Location as a Restaurant or the operations or development of the
    Additional Restaurant,  and, with regard to both real and personal property,
    is free  and  clear  of all  mortgages,  deeds  of  trust,  liens,  security
    agreements, charges, or other encumbrances;

         (b)  Certified  copies  of duly  adopted  resolutions  of the  Board of
    Directors  and  the  stockholders  of  Seller  authorizing,  approving,  and
    consenting  to  the  execution  and  delivery  of  this  Agreement,  to  the
    consummation of the transactions  contemplated herein, and to performance of
    the agreements set forth herein;

         (c)  Except for the  consent  of AII,  the  waiver,  release,  consent,
    estoppel   certificate  or  other  document  of  any  person,   corporation,
    association,  or other entity of any nature whatsoever which is necessary to
    consummate the transactions  contemplated hereby, and to make the warranties
    and representations made in this Agreement true;

         (d)  Proof that all real and personal property taxes upon the Purchased
    Assets which are due and payable as of the Closing Date have been paid;

         (e)  Letters of good standing from the tax commission for the States of
    Missouri,  Kansas and Arkansas,  as appropriate,  indicating that all sales,
    employment,  franchise,  and  income  tax  liabilities  of Seller  have been
    satisfied through the date of Closing;

         (f)  A duly  executed  Assignment of Franchise  Agreements  in the form
    attached hereto as Exhibit E;

         (g)  Certificates  of good  standing for  Seller  dated within ten (10)
    days of the date of Closing from the States of Missouri, Kansas and Arkansas
    and each other state wherein business is conducted by Seller;

         (h)  An ALTA  policy  of  title  insurance regarding  each  Restaurant,
    Additional  Restaurant  and Potential Site (if  applicable)  (each, a "Title
    Policy") insuring fee or leasehold title, as applicable,  to such properties
    and containing  only such exceptions and exclusions as could not, in Buyer's
    sole  discretion,  substantially  affect  the  operation  of the  Restaurant
    Location as a Restaurant or the  operations or development of the Additional
    Restaurant or transfer of title to Buyer;

         (i)  Lien and UCC search reports and other documentation  sufficient to
    ensure  that all  leases  of  equipment  employed  in the  operation  of the
    Restaurant  Locations or in connection with the operations or development of
    the  Additional  Restaurants  which  are not  Material  Contracts  have been
    terminated  and  that  all  obligations  of  Seller   thereunder  have  been


                                       6
<PAGE>


    satisfied,  or that  arrangements have been made to apply such amount of the
    Purchase  Price  received from Buyer  hereunder as may be necessary to fully
    satisfy the obligations of Seller in connection with such Equipment;

         (j)  A duly  executed  release  and  waiver of claims in favor of Buyer
    from Seller;

         (k)  A duly executed Cross-Receipt; and

         (l)  Wire transfer  instructions  regarding  delivery  of the  Purchase
    Price.

    Section  3.3   Deliveries by Buyer at  Closing.  Upon  receipt and review by
Buyer's  counsel of all of the  documents  specified in Section 3.2 above,  duly
authorized and validly executed, Buyer shall deliver to Seller's representatives
in attendance at Closing:

         (a)  The Purchase Price;

         (b)  Assignments  and  Acceptances  of the  Real  Property  Leases  and
    Material Contracts; and

         (c)  A duly executed Cross-Receipt.

    Section 3.4    Transfer of Operations. Buyer shall be entitled to  immediate
possession of, and to exercise all rights arising  under,  the Purchased  Assets
from and after the time that the  Restaurants  open for  business on the Closing
Date, and operation of the Restaurant Locations shall transfer at such time (the
"Effective Time"). Except as provided hereby, all profits, losses,  liabilities,
claims,  or injuries  arising  before the Effective  Time shall be solely to the
benefit or the risk of Seller.  All such  occurrences  after the Effective  Time
shall be solely to the benefit or the risk of Buyer.  The risk of loss or damage
by fire,  storm,  flood,  theft,  or  other  casualty  or cause  shall be in all
respects upon Seller prior to the Effective Time and upon Buyer thereafter.

    Section 3.5    Assignment  by  Buyer.  Buyer  may  assign  any or all of its
rights and benefits under this Agreement to any entity or entities that control,
are controlled by or are under common control with Buyer, upon written notice to
Seller of such assignment.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

    As an  inducement to Buyer to enter this  Agreement  and to  consummate  the
transactions  contemplated hereby, Seller and each of the Shareholders,  jointly
and severally, hereby represent and warrant to Buyer as follows:

    Section  4.1   Existence;  Ownership.  Seller  is  duly  organized,  validly
existing,  and in good  standing  under the laws of the State of Missouri and is
qualified to do business  and in good  standing in all  jurisdictions  where its
activities so require.  Except for the  Shareholders,  no other person or entity
owns, directly or indirectly, any shares of any class of stock of Seller.

    Section 4.2    Power  and  Authority.  Seller has the power and authority to
own its properties and assets, specifically  including  but not  limited  to the


                                       7
<PAGE>


Purchased Assets, and to carry on its business as now conducted,  and to convey,
assign, and transfer the Purchased Assets as set forth in this Agreement.

    Section 4.3    Execution and Delivery Permitted. The execution, delivery and
performance  of this Agreement will not (a) violate or result in a breach of any
term of Seller's Articles of Incorporation or Bylaws,  (b) result in a breach of
or constitute a default  under any term in any agreement or other  instrument to
which Seller is a party,  such default having not been previously  waived by the
other party to any such  agreement,  (c)  violate any law or any order,  rule or
regulation  applicable  to  Seller,  of any  court  or of any  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over Seller or its properties or (d) result in the creation or imposition of any
lien,  charge, or encumbrance of any nature whatsoever upon any of the Purchased
Assets.  The Board of Directors  and the  stockholders  of Seller have taken all
action required by law and by Seller's  Articles of Incorporation  and Bylaws to
authorize the execution and delivery of this Agreement,  and the transfer of the
Purchased Assets to Buyer in accordance with this Agreement. Except as set forth
on Schedule 4.3, the execution,  delivery and  performance of this Agreement and
the other agreements  executed in connection  herewith,  and the consummation of
the transactions contemplated hereby and thereby do not require any filing with,
notice to or consent,  waiver or approval of any third party,  including but not
limited to, any governmental body or entity.  Schedule 4.3 identifies separately
each notice,  consent,  waiver or approval by  reference  to each Real  Property
Lease and to each Material Contract to which it is applicable.

    Section 4.4    The Purchased Assets.

         (a)  Attached hereto as Schedule 4.4(a) is a complete and accurate list
    of each parcel of real  property  owned by Seller on which a  Restaurant  is
    located or which is being held for  development of a Restaurant  (the "Owned
    Real  Property"),  listing the street  address and  providing the true legal
    description of each such parcel,  and stating whether any  improvements  are
    located thereon and, if so, whether such improvements are owned or leased by
    Seller;

         (b)  Attached hereto as Schedule 4.4(b) is a complete and accurate list
    of each  parcel of real  estate  leased by Seller or in which  Seller  has a
    leasehold  or other  interest on which a  Restaurant  is located or which is
    being held for development of a Restaurant (the "Leased Real Property"), and
    stating  whether any  improvements  are located  thereon and, if so, whether
    such improvements are owned or leased by Seller,  listing the street address
    of such property and the name and address of the  landlord's  agent to which
    Seller is obligated to provide  notices  regarding the Leased Real Property,
    (collectively,  the Owned Real  Property  and the Leased Real  Property  are
    referred to as the "Real Property");

         (c)  Attached hereto as Schedule 4.4(c) is a complete and accurate list
    of all  agreements  or  documents  under which  Seller  claims or holds such
    leasehold or other  interest or right to the use of the Leased Real Property
    (the "Real Property  Leases") and showing the street address,  exact name of
    the  parties to such Real  Property  Lease,  the date of such Real  Property
    Lease, each amendment,  modification or extension thereof and the exact name
    of the parties thereto,  and the dates of each such amendment,  modification
    or extension;


                                       8
<PAGE>


         (d)  Attached hereto as Schedule 4.4(d) is a complete and accurate list
    of  all  material  liens,  claims,  encumbrances,   security  interests  and
    restrictions on the Purchased Assets or any portion thereof;

         (e)  Attached hereto as Schedule 4.4(e) is a complete and accurate list
    of all leases of personal  property used in the operation of the Restaurants
    or in  connection  with the  operations  or  development  of the  Additional
    Restaurants  (the  "Equipment  Leases"),  identified by parcel of Owned Real
    Property or Leased Real Property or otherwise where the leased  equipment is
    located,   and  identifying  the  parties   thereto,   the  property  leased
    thereunder,  the  rental  and  other  payment  terms,  expiration  date  and
    cancellation and renewal terms thereof;

         (f)  Attached hereto as Schedule 4.4(f) is a complete and accurate list
    of all loan agreements, indentures, mortgages, pledges, security agreements,
    guarantees,  leases or lease  purchase  agreements  (not  listed on Schedule
    4.4(c)  or  4.4(e))  to which  Seller  is a party  and to  which  any of the
    Purchased Assets are subject;

         (g)  Attached hereto as Schedule 4.4(g) is a complete and accurate list
    of all other contracts,  agreements,  commitments or other understandings or
    arrangements to which Seller is a party that relate to the Restaurants or to
    the operations or development of the Additional  Restaurant and by which any
    of the Purchased Assets are bound or affected, identified by parcel of Owned
    Real  Property  or  Leased  Real  Property  or  otherwise  to which  such is
    applicable.  The  contracts  listed on  Schedules  4.4(e) and 4.4(g) are the
    "Material Contracts," which will be transferred to Buyer hereunder;

         (h)  Except as set forth on  Schedule 4.4(h),  there are no  contracts,
    agreements,   commitments,   understandings  or  arrangements  affecting  or
    relating to the Purchased  Assets or the  Restaurants to which any Affiliate
    of Seller is a party or by which any such Affiliate is bound; and

         (i)  The items  listed  in the above  Schedules  constitute  all of the
    matters required to be shown on such Schedules. A true and complete copy, or
    with respect to oral agreements an accurate summary,  of each item listed on
    the above Schedules has been made available to Buyer.

    Section 4.5    Binding  Effect.  This  Agreement  and  each  other agreement
required  to be  executed and  delivered by  Seller in connection herewith, when
executed and  delivered, will be  the  legal, valid  and  binding  obligation of
Seller,  enforceable in  accordance with its terms, except as enforceability may
be limited by (i) applicable bankruptcy,  reorganization, insolvency, moratorium
and similar  laws affecting the enforcement of creditors' rights generally,  and
(ii)  general  equitable  principles  (regardless of  whether  enforceability is
considered in a proceeding in equity or at law).

    Section 4.6    Licensure.  Seller  has  all  state,  county,  and  municipal
permits  and licenses  necessary to  operate the  Restaurants, except for  those
permits  and licenses  which are not  material to such  operation. Seller is  in


                                       9
<PAGE>


material  compliance  with all  requirements and  limitations set  forth in such
permits and  licenses. All  requisite and  necessary state, county and municipal
permits and licenses necessary to operate the Restaurant Locations are listed on
Schedule 4.6 hereto.

    Section 4.7    Condition of Purchased Assets.

         (a)  Each Restaurant contains all Equipment and Inventories required by
    the  applicable   Franchise   Agreement  and/or  necessary  to  operate  the
    Restaurant in accordance with Seller's historical  practices.  The Equipment
    is in good operating  condition,  commensurate with its age, with reasonable
    wear  and tear  excepted,  and the  Equipment  complies  with  all  material
    federal,  state and local  laws,  rules and  regulations,  and all  material
    occupational safety and health act regulations.

         (b)  All  Inventories are saleable or usable in the ordinary  course of
    business for their  intended use and exist in such  quantity as necessary to
    operate the Restaurants in accordance with Seller' historical practices.

         (c)  The buildings, fixtures,  parking  facilities,  trash  facilities,
    fences and other improvements, appurtenances and hereditaments at or on each
    Restaurant  are  in  good  condition,  commensurate  with  their  age,  with
    reasonable  wear  and  tear  excepted,  and in  compliance  in all  material
    respects with all federal,  state and local laws,  rules and regulations and
    leases and lease provisions.

    Section 4.8    Absence of Other Assets.  Except as specifically  provided in
this  Agreement, there is no asset,  property, or right of any  nature which has
not  previously or is not now being  transferred to Buyer hereunder by Seller or
which is  being retained by  Seller that has been  customarily  employed, owned,
held, or  used in  connection  with the  operation of any  Restaurant  Location.
Except for the Purchased  Assets used by  field personnel referenced in  Section
1.1(k) above,  all  Purchased  Assets  used in the  operation of any  Restaurant
Location  are situated entirely  upon the premises of such  Restaurant Location.
All assets located upon the Restaurant Locations have been or are being conveyed
to Buyer pursuant to this Agreement.

    Section  4.9   Ownership  of Purchased  Assets.  (a)  Seller  has  good  and
marketable title to the Purchased  Assets,  which title is free and clear of all
deeds of trust, mortgages, liens, security interests,  charges, and encumbrances
of any nature  whatsoever;  (b) Seller has the full,  absolute and  unrestricted
right to assign, transfer and convey the Purchased Assets to Buyer, subject only
to such consents as Seller shall  deliver to Buyer at Closing;  (c) no person or
entity,  other than Seller has any interest in the  Purchased  Assets other than
the interests of the lessors under the Real Property Leases and Equipment Leases
and the  interests of the other parties to the Material  Contracts;  and (d) all
Equipment employed in the operation of the Restaurant  Locations which is leased
under leases other than  Material  Contracts  has been acquired and the purchase
price therefore fully paid, or arrangements  have been made to apply such amount
of the Purchase Price received from Buyer hereunder as may be necessary to fully
pay the purchase price therefore.

Section 4.10      Real Property.

         (a)  Seller  has good and  marketable  title to all of the  Owned  Real
    Property  and has the  full,  absolute  and  unrestricted  right to  assign,


                                       10
<PAGE>


    transfer and convey to Buyer said Owned Real Property,  subject only to such
    consents as Seller shall deliver to Buyer at Closing.

         (b)  Each of the  Restaurant  Locations  is  adequately serviced by all
    utilities  necessary for the effective  operation of the Restaurants and has
    not, during the last two years, experienced any material interruption in the
    delivery  of  adequate  quantities  of  any  utilities  (including,  without
    limitation,  electricity,  natural gas, potable water,  water for cooling or
    other business uses and fuel oil, but excluding any electricity interruption
    due  to  storm  damage)  or  other  public  services,   including,   without
    limitation,  sanitary and industrial  sewer services,  required by Seller in
    the operation of the Restaurants.

         (c)  Seller is not in default under and has not breached,  and existing
    improvements do not violate and no event has occurred or is continuing which
    with notice or the passage of time, or both,  would  constitute a default by
    Seller under, any of the covenants, restrictions,  rights-of-way,  licenses,
    leases, agreements or easements affecting title to or relating to the use of
    the Restaurant Locations, and no such covenant,  restriction,  right-of-way,
    license,  lease,  agreement or easement has impaired in any material way the
    right of Seller to operate  the  Restaurants.  Seller has not  received  any
    notice or has any knowledge of any  encroachments,  fence dispute,  boundary
    dispute,   boundary  line  question,   water  dispute  or  drainage  dispute
    concerning or affecting the  Restaurant  Locations.  Seller has not received
    any notice that the use or occupancy of the  Restaurant  Locations by Seller
    violates  any  statute,  law  or  ordinance  applicable  to  the  Restaurant
    Locations,  or  conflicts  with or is in the  violation of the rights of any
    other person or entity.

         (d)  There are no outstanding  options  or rights of first  refusal  to
    purchase  any  Restaurant  Location or any portion  thereof or any  interest
    therein.  Except as set forth on Schedule 4.10(d),  the use and occupancy of
    the Restaurant Locations,  and the operation of the Restaurants,  do not (i)
    use or require the use of,  adjacent  property or the  property of any other
    person,  whether for ingress,  egress,  access,  parking,  storage, or other
    business operations,  or otherwise,  or (ii) require the consent or approval
    of any other person.

         (e)  Each Real Property  Lease is in full force and  effect;  the terms
    contained in the Real  Property  Leases have not been modified or amended in
    any respect except as disclosed on Schedule 4.4(c), and each constitutes the
    legal,  valid,  binding and enforceable  obligation of the parties  thereto.
    Seller is current in all obligations  under each Real Property Lease.  There
    have been no events of default,  and, to the best of Seller's knowledge,  no
    state of facts  exists  which with notice or the  passage of time,  or both,
    would constitute an event of default under any Real Property Lease.  Subject
    to the consents listed on Schedule 4.3, the consummation of the transactions
    contemplated  by this  Agreement  will not (and  will not give any  person a
    right to)  terminate or modify any rights of, or  accelerate or increase any
    obligation of Seller under any Real Property Lease.

    Section 4.11   Intentionally Deleted.


                                       11
<PAGE>


    Section 4.12   Documents Sufficient.  The  documents  delivered by Seller to
Buyer  pursuant  to Section  3.2 of this  Agreement  are valid,  sufficient  and
effective to completely  transfer to Buyer full legal and equitable title to all
of the Purchased Assets.

    Section 4.13   Litigation  or  Condemnation. Except as set forth on Schedule
4.13 to this  Agreement,  there are no  suits,  actions,  condemnation  actions,
investigations, complaints, or other proceedings of any nature whatsoever in law
or in equity,  which are pending or, to the best of their knowledge,  threatened
against,  or which affect in any manner,  Seller or any of the Purchased Assets,
by or  before  any  federal,  state,  municipal,  or other  governmental  court,
department, commission, board, bureau, agency, or other instrumentality (whether
domestic or foreign).  Seller is not in default with respect to any order, writ,
injunction,  garnishment,  levy, or decree of any federal,  state, municipal, or
other governmental court,  department,  commission,  board,  bureau,  agency, or
instrumentality, and the use, occupancy, ownership, or transfer of the Purchased
Assets do not constitute a default  thereunder.  The operations of Seller at the
Restaurant  Locations and the  condition of the Purchased  Assets do not violate
any  federal,  state,  or  municipal  law,  regulation  or rule  (including  any
applicable zoning or similar use regulation or law).  Seller's operations at the
Restaurant Locations have not received a citation, warning, or reprimand for, or
otherwise  been  notified  of,  any  violation  of any law,  rule or  regulation
governing  alcoholic  beverages,  or  any  health,  environmental,   or  similar
municipal,  state, or federal law or regulation which has not been cured. Seller
has not served any food or foodstuff which is adulterated,  spoiled, or contains
foreign substances,  nor has Seller served any food item which has or, except as
set forth on  Schedule  4.13 to this  Agreement,  is claimed to have  caused any
illness or injury to the consumer thereof.

    Section 4.14   Taxes.  All ad  valorem and other  property taxes relating to
the Purchased Assets have been fully paid to the  extent  due,  and there are no
delinquent  property tax liens or assessments.  Seller has also timely filed (or
will timely file after giving effect to any applicable  extensions) all federal,
state,  local and other tax returns  and reports  required to be filed by Seller
for all periods up to and including  the Closing  Date,  and no request has been
made for any  extension  of time within  which to file such returns and reports,
except for those  returns  and reports  which have since been filed.  Seller has
paid (or will timely pay) all taxes, interest, penalties,  governmental charges,
duties, fees, and fines imposed by the United States, foreign countries, states,
counties,  municipalities,  and  subdivisions,  and  by all  other  governmental
entities or taxing  authorities,  which are due and payable (or which  relate to
any  period  prior to the  Closing  Date) or for  which  assessments  have  been
received, the nonpayment of which would result in a lien on any of the Purchased
Assets. There are no audits, suits, actions, claims, investigations,  inquiries,
or proceedings  pending or to the best of their  knowledge,  threatened  against
Seller with respect to taxes, interest, penalties, governmental charges, duties,
or  fines,  nor are any such  matters  under  discussion  with any  governmental
authority,  nor have any  claims  for  additional  taxes,  interest,  penalties,
charges, fines, fees or duties been received by or assessed against Seller.

    Section 4.15   Contracts.  The Material Contracts have been  entered into in
the ordinary course of Seller's business and,  to  Seller's  knowledge,  contain
commercially  reasonable  terms.  Subject to the consents  delivered to Buyer at
Closing,  Seller has full,  absolute and unrestricted right to assign,  transfer
and convey to Buyer the Material  Contracts.  Each Material  Contract is in full


                                       12
<PAGE>


force and effect;  the terms  contained in the Material  Contracts have not been
modified or amended in any respect except as disclosed on Schedule 4.4(e) or (g)
and each constitutes the legal, valid, binding and enforceable obligation of the
parties  thereto.  Seller is current  in all  obligations  under  each  Material
Contract.  There have been no events of default,  and, no state of facts  exists
which with notice or the passage of time, or both,  would constitute an event of
default  under any  Material  Contract.  The  consummation  of the  transactions
contemplated  by this  Agreement  will not (and will not give any person a right
to) terminate or modify any rights of, or accelerate or increase any  obligation
of Seller under any Material Contract.

    Section 4.16   Disclosure. No  representation  or warranty by Seller in this
Agreement, nor any statement or certificate furnished, or to be furnished, by or
on behalf of Seller, nor any document or certificate delivered to Buyer pursuant
to this Agreement,  or in connection with the transactions  contemplated hereby,
contains any untrue  statement of material  fact, or omits to state any material
fact necessary to make any statement contained therein not misleading.

    Section 4.17   Employment Matters.

         (a)  No employees  of the Restaurants  are on strike,  nor are any such
    employees  threatening to strike,  and there is no strike in progress in any
    collective  bargaining unit of any union to which Seller's employees belong.
    Seller has no knowledge that any labor union has recently  attempted,  or is
    presently  attempting,  to organize  Seller's  employees  into a  collective
    bargaining unit, and no group of employees of Seller is presently  organized
    into a collective bargaining unit. None of Seller's employees are a party to
    a written or oral  agreement  with Seller and all of Seller's  employees are
    employees at will whose  employment  may be terminated at any time,  with or
    without cause or prior notice.

         (b)  Schedule 4.17(b) hereto is a true and complete list as of March 3,
    2005,  (i) of each person  employed in connection  with the operation of the
    Restaurants from and including each assistant  manager and assistant kitchen
    manager up through  area  director;  and (ii) of each other  employee  whose
    duties are primarily  related to Seller's  Restaurant  operations.  For each
    such person,  Schedule 4.17(b) shows the full name, job title or duty, wages
    or salary and estimated bonus.

         (c)  Seller has operated all Restaurants in accordance  with all local,
    state  and  federal  laws and  regulations  related  to  employment  matters
    including,  but not limited to,  payment of wages and  benefits and employee
    discrimination.

    Section 4.18   Employee Benefit Plans.

         (a)  Schedule  4.18(a)  contains a  true  and  complete  list  of  each
    pension,  profit  sharing,  other  deferred  compensation,  bonus, incentive
    compensation,  stock   purchase,  stock   option,  supplemental  retirement,
    severance  or termination  pay,  medical,  hospitalization,  life insurance,
    dental, disability, salary continuation, vacation, supplemental unemployment
    benefits plan,  program,  arrangement  or contract,  and each other employee
    benefit plan, program, arrangement or contract, maintained,  contributed to,
    or  required  to  be  contributed   to,  by  Seller  or  any  Related  Party


                                       13
<PAGE>


    (hereinafter  defined)  for the benefit of any  current or former  employee,
    director or agent of Seller or any Related Party,  whether or not any of the
    foregoing is funded,  whether formal or informal,  whether or not subject to
    the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA")
    and whether  legally  binding or not  (collectively,  the "Benefit  Plans").
    Seller and its Related  Parties do not have any  express or implied  plan or
    contract,  whether legally binding or not, to create any additional  Benefit
    Plan or modify any existing  Benefit Plan,  other than as may be required to
    comply with the Tax Reform Act of 1986.  Seller has  delivered to Purchaser,
    with respect to each applicable Benefit Plan (1) true and complete copies of
    all documents embodying or relating to each Benefit Plan including,  without
    limitation,  the  plan  and  trust or  other  funding  arrangement  relating
    thereto, summary plan descriptions,  employee handbooks or personnel manuals
    and all  amendments  and  supplements  thereto;  (2) the most recent  annual
    report (Series 5500 and all schedules  thereto),  if any, required by ERISA;
    and (3) the most recent  determination  letter  received  from the  Internal
    Revenue  Service  ("IRS"),  if any.  "Related  Party"  means any member of a
    controlled  group of  corporations,  a group of trades or  businesses  under
    common control or an affiliated service group, within the meaning of Section
    414(b),  (c),  (m) or (o) of the Internal  Revenue Code of 1986,  as amended
    (the "Code"), of Seller;

         (b)  The Benefit Plans that are intended by Seller or any Related Party
    to meet the  requirements  of Section  401(a) of the Code now meet and since
    their inception have met, the requirements for  qualification  under Section
    401(a) of the Code and the related trusts are now, and since their inception
    have been, exempt from taxation under Section 501(a) of the Code and nothing
    has occurred or, in connection  with the  transaction  contemplated  by this
    Agreement,  will  occur  that has or could  have an  adverse  affect  on the
    qualified status of any such Benefit Plan.

         (c)  Seller  and any  Related  Party  have  performed  in all  material
    respects  obligations required to be performed by them under, and are not in
    default under or in violation of, any and all of the Benefit Plans, and each
    Benefit Plan has been operated in all material  respects in accordance  with
    its provisions and in compliance with all applicable  laws and  regulations.
    Neither any Benefit  Plan or fiduciary  nor Seller or any Related  Party has
    taken any action, or failed to take any action, that could subject it or any
    other  person to any  liability  for any excise tax under  Chapter 43 of the
    Code or for breach of fiduciary duty with respect to or in connection with a
    Benefit Plan;

         (d)  At no time  has Seller  or any  Related  Party  been  required  to
    contribute to any "multiemployer  plan" (within the meaning of Section 3(37)
    of ERISA) and Seller and its Related  Parties have no liability  (contingent
    or  otherwise)  relating  to the  withdrawal  or partial  withdrawal  from a
    multiemployer plan. Seller and its Related Parties do not participate in any
    "multiple employer plans," within the meaning of ERISA;

         (e)  No Benefit Plan provides or is required to provide  group  health,
    medical,  death or survivor  benefits  to any former or retired  employee of
    Seller or beneficiary  thereof,  except to the extent (1) required under any
    state  insurance  law  providing  for a  conversion  option  under  a  group
    insurance policy or (2) under Section 601 of ERISA;


                                       14
<PAGE>


         (f)  No "reportable  event" (as  defined in ERISA)  has  occurred  with
    respect to any Benefit  Plan. No liability to the Pension  Benefit  Guaranty
    Corporation  ("PBGC")  has been  incurred,  or is  expected by Seller or any
    Related Party to be incurred, by Seller or any Related Party with respect to
    any Benefit  Plan and no Benefit  Plan has  "unfunded  benefit  liabilities"
    within  the  meaning  of Title IV of  ERISA.  No steps  have  been  taken to
    terminate  any  Benefit  Plan  which is  subject to Title IV of ERISA and no
    proceeding has been initiated by the PBGC to terminate any such Benefit Plan
    or to appoint a Trustee to administer any such Benefit Plan;

         (g)  Neither any Benefit  Plan or  fiduciary  nor Seller or any Related
    Party has any  liability  to any  participant,  beneficiary  or other person
    under any  provision of ERISA or any other  applicable  law by reason of any
    payment of, or failure to pay,  benefits or other amounts with respect to or
    in connection with any Benefit Plan; and

         (h)  Each Benefit  Plan may be  terminated  by  Seller  or its  Related
    Parties  within a period of 30 days  following  the date of Closing  without
    acceleration  or additional  vesting of any benefits and without  payment of
    any amount as a penalty, bonus, premium, severance pay or other compensation
    or amount.

    Section 4.19   Liabilities  of Seller.  All liabilities of Seller related to
the  Restaurant Locations not  expressly  assumed  by  Buyer  hereunder  will be
promptly paid by Seller; and all liabilities secured by Purchased Assets  to  be
transferred to Buyer under this Agreement have been satisfied  prior to, or will
be satisfied in conjunction with, Closing.

    Section 4.20   Insurance Coverage. Schedule 4.20 to this Agreement is a true
and accurate list and brief description of property, fire, casualty,  liability,
life, worker's  compensation,  and other forms of insurance of any kind owned or
held by Seller regarding the Restaurant Locations.  All such policies (a) are in
full  force and  effect,  (b) are valid and  outstanding  policies,  (c)  insure
against  risks  of the  kind  customarily  insured  against  and in the  amounts
customarily  carried by entities similarly  situated,  and (d) provide that they
will remain in full force and effect through the  respective  dates set forth in
Schedule  4.20.  Except  as set forth on  Schedule  4.20,  all of the  insurance
policies set forth on Schedule 4.20 are of an "occurrence-based"  variety, i.e.,
even if such policies are  terminated,  they insure all events covered under the
applicable  policy so long as such events  occurred while such insurance  policy
was in full force and effect.

    Section 4.21   Severance  Pay.   No  employee  of  Seller  involved  in  the
operation of any Restaurant Location will be entitled to severance pay by virtue
of the transactions contemplated by this Agreement.

    Section 4.22   Environmental Matters.

         (a)  During  Seller's  possession, and to the  best knowledge of Seller
    and the Shareholders prior to Seller's possession, Hazardous  Materials  (as
    defined below) have never been generated,  stored, discharged,  disposed of,
    spilled,  dumped,  poured,  emptied,  or released on, in, beside,  above, or
    under the real estate  underlying or used in connection  with the Restaurant


                                       15
<PAGE>


    Locations (the "Real Estate"). Hazardous Materials are not currently present
    at, on, in, beside,  above, or under the Real Estate. No underground storage
    tanks are,  and to the best  knowledge  of Seller and the  Shareholders,  no
    underground  storage tanks have been located on the Real Estate.  Seller has
    at all times operated the Real Estate in compliance  with all  Environmental
    Laws (as defined below).

         (b)  Seller  and the  Shareholders,  jointly  and  severally,  agree to
    indemnify and hold harmless Buyer, for any and all losses, claims,  damages,
    penalties,  liabilities,  costs and  expenses  (including  attorney's  fees,
    administrative  expenses,  prejudgment  interest  and court  costs),  fines,
    injuries,  penalties,  response costs (including the cost of any required or
    necessary   investigation,    testing,   monitoring,   repair,   clean   up,
    detoxification,   decontamination,  preparation  of  any  closure  or  other
    required plans,  removal,  response or remedial action at or relating to the
    Real  Estate)  (collectively,  "Claims and  Costs"),  with  respect to, as a
    direct  or  indirect  result  of,  or  arising  out  of  any  contamination,
    requirement,  lawsuit,  notice of violation,  notice letter, warning letter,
    administrative  order,  compliance order,  enforcement  action,  settlement,
    agreement, consent order, decree or judgment, injunction,  restraining order
    or prohibition (collectively "Action") relating to the generation, presence,
    storage,   management,   disposal,  release,  discharge,  escape,  emission,
    spilling,  seepage, leakage, dumping, pumping, pouring, emptying or clean up
    of Hazardous  Materials (as herein defined) at, on, in, beside,  above, from
    or under all or a portion of the Real Estate  which  occurs from  activities
    undertaken prior to Closing.

         (c)  For the purpose of this Agreement, the term "Hazardous  Materials"
    shall include, but not be limited to:

              any substance  defined as "hazardous  substances,"  "hazardous air
         pollutant,"   "pollutants,"   "contaminants,"   "hazardous  materials,"
         "hazardous   wastes,"  "toxic   chemicals,"   "petroleum  or  petroleum
         products,"  "toxics,"  "hazardous   chemicals,"   "extremely  hazardous
         substances,"  "pesticides"  or  related  materials,  including  but not
         limited  to radon  and  asbestos,  as now,  in the past,  or  hereafter
         defined in any  applicable  federal,  state or local  law,  regulation,
         ordinance,  policy or  directive,  including,  but not  limited to, the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980, as amended by the Superfund Amendments and Reauthorization Act of
         1986, 42 U.S.C.ss.  9601 et. seq.; the Emergency Planning and Community
         Right-to-Know   Act,  42  U.S.C.ss.   1101  et.   seq.;   the  Resource
         Conservation  and  Recovery  Act,  42  U.S.C.ss.  6901  et.  seq.;  the
         Hazardous Materials  Transportation Act of 1974, 49 U.S.C.ss.  1801 et.
         seq.; the Federal Water  Pollution  Control Act, 33 U.S.C.ss.  1251 et.
         seq.;  the Clean Air Act,  42  U.S.C.ss.  4701 et.  seq.;  the  Federal
         Insecticide,  Fungicide and Rodenticide Act, 7 U.S.C.ss.  136 et. seq.;
         the Safe  Drinking  Water Act, 42 U.S.C.ss.  3001 et.  seq.;  the Toxic
         Substances  Control Act, 15 U.S.C.ss.  2601 et. seq.; the Oil Pollution
         Act of 1990, 33 U.S.C.ss.  2701 et. seq.;  and any laws  regulating the
         use of biological agents or substances  including medical or infectious
         wastes  and  the  corresponding  State  laws,   regulations  and  local
         ordinances, etc. which may be applicable, ("Environmental Laws") as any
         such acts may be amended.


                                       16
<PAGE>


         (d)  Seller agrees and  consents to the  performance  of  environmental
    testing on the Real Estate; provided,  however, that neither the performance
    of nor failure to perform such tests by Buyer will negate or affect Seller's
    representations or warranties or agreement to indemnify contained herein.

    Section  4.23  Restaurant  Locations.  Exhibit  A and  Exhibit  B  include a
complete and accurate list of all Restaurant  Locations  owned,  held or used by
Seller pursuant to the Franchise  Agreements.  The activities  carried on in all
buildings,  structures or improvements  included as part of, or located on or at
the  Restaurant  Locations,  and  the  buildings,  structures  and  improvements
themselves,  are not in violation of, or in conflict with, any applicable zoning
or health regulation or ordinance or any other similar law. There is no pending,
threatened or proposed  proceeding or  governmental  action to modify the zoning
classification  of, or to condemn or take by the power of eminent  domain (or to
purchase in lieu thereof),  or to impose special assessments on, or otherwise to
take or restrict in any way the right to use, alter or occupy all or any part of
any of the Restaurant Locations.

    Section 4.24   Accuracy    of    Representations    and    Warranties.   All
representations and warranties made by Seller in this Agreement or any  schedule
or exhibit hereto or in  any certificate or other  document furnished  by Seller
pursuant to this Agreement are true  and correct in all material respects on and
as of the  date hereof, and  Seller has  performed or  complied in  all material
respects  with  all  covenants,  agreements  and  conditions  contained in  this
Agreement on their part required to be performed or complied with at or prior to
the Closing Date.

    Section 4.25   Intentionally Deleted.

    Section 4.26   Affiliated  Transactions.  Except as  set  forth on  Schedule
4.26,  Seller has not  been a  party  to, and  there  does  not  now exist,  any
transaction affecting the Restaurants or the Purchased Assets (including without
limitation  the purchase, sale or  exchange of property or the  rendering of any
service) with any  Affiliate of Seller or any entity in which any of them owns a
beneficial  interest.  For purposes of this  Agreement,  "Affiliate"  means  any
person  or entity that  owns or  controls  more than a  10%  interest in  Seller
(a "Controlling  Affiliate") or in  which Seller or a Controlling Affiliate owns
or controls more than a 5% interest.

    Section 4.27   Subsidiaries. No subsidiary of Seller nor any entity in which
Seller has a direct or indirect  interest has any direct or indirect interest in
any of the Purchased Assets.

    Section 4.28   Status of  Additional  Restaurant.  Exhibit F contains, as of
the  date  of  this  Agreement,  a  description of  the  current  status of  the
Additional  Restaurant, a list  of all leases,  contracts, or  other  agreements
existing  or under  negotiation in  respect  thereof, a  summary of the  amounts
invested  therein, and a  timetable and  budget  therefore. For the avoidance of
doubt, and  notwithstanding  anything herein to the  contrary, the provisions of
this  Agreement  applicable  to  the  Restaurants  apply  prospectively  to  the
Additional Restaurant if the Additional Restaurant is open for business prior to
the Closing.

    Section 4.29   Financial Statements.  The Financial  Statements  (defined in
Section  5.13  herein) were derived from the books and records of Seller and (i)
are true, complete and correct in all material respects, (ii) present fairly the


                                       17
<PAGE>


financial  position and results of operations of Seller and include  appropriate
reserves for liabilities at the dates and for the periods indicated,  (iii) have
been prepared in accordance with GAAP applied on a consistent basis, and (iv) do
not include any untrue  statement  of a material  fact  required to be stated or
reflected  therein or omit to state or reflect any  material  fact  necessary to
make any statements therein not misleading.

                                   ARTICLE V
                               COVENANTS OF SELLER

    Seller covenants and agrees as follows:

    Section 5.1    Employee Benefit Plans.

         (a)  Buyer  is not  obligated to  assume any  liability,  obligation or
    other  responsibility  under any  Benefit Plan. With respect to any "defined
    benefit" Benefit Plan,  Seller shall treat all employees who are transferred
    to Buyer  pursuant to this  Agreement as if they  terminated employment with
    Seller  on the date of  Closing. With  respect to any "defined contribution"
    Benefit  Plan, Seller  shall pay all  amounts owed to the related trust with
    respect  to each Transferred  Employee as of the  date of Closing as soon as
    reasonably  practicable  thereafter.  Seller shall  remain  responsible  and
    liable  for all payments  required under the  terms of any "employee welfare
    benefit plan" as defined in Section 3(1) of ERISA for  claims  incurred  and
    expenses and payments accrued on and prior to the date of Closing.

         (b)  Seller,  its  Related  Parties and the  Shareholders,  jointly and
    severally,  agree to pay and be liable to Buyer and shall indemnify and hold
    harmless  Buyer from and  against  all  losses,  expenses  and  liabilities,
    arising  under  Section 4980B of the Code arising from the failure to comply
    with the continuation requirements of Section 4980B of the Code and sections
    601  through  608 of ERISA  occurring  prior to the date of  Closing or as a
    result  of the  closing  of the  transactions  contemplated  herein  and the
    termination of Seller's employees as a result thereof.

         (c)  Seller  agrees that prior to the date of  Closing,  Seller and its
    Related  Parties  shall not permit any event or  condition to exist or occur
    that would  give rise to a  "reportable  event" (as  defined in ERISA) or to
    liabilities  or taxes  under  ERISA or the Code with  respect to any Benefit
    Plan or incur any commitment to increase their  obligation under any Benefit
    Plan. Upon becoming aware of the occurrence or forthcoming occurrence of any
    of the above,  Seller shall provide a written notice to Buyer specifying the
    nature of the event and action taken or proposed or  threatened  to be taken
    by Seller,  its Related Parties,  or any  governmental  body with respect to
    such events.

    Section 5.2    Performance of Real Property  Leases and Material  Contracts.
Seller  shall  continue to  faithfully  and  diligently  perform  each and every
continuing  obligation of Seller, if any, under each of the Real Property Leases
and Material Contracts through the Effective Time and thereafter,  to the extent
such obligations are not assumed by Buyer pursuant to Section 2.4.

    Section 5.3    Transfer of Licenses and Permits.  Seller  shall use its best
efforts and cooperate fully in assisting Buyer with the assumption,  transfer or


                                       18
<PAGE>


reissuance  of any and all required  state,  county or city  licenses or permits
required for the operation of the Restaurant Locations, including those shown on
Schedule  4.6.  Specifically,  Seller  agrees to take the  following  actions if
requested by Buyer to ensure the orderly  transition of liquor  licenses for the
Restaurants as of the Effective Time:

         (a)  Arkansas.  With  respect to the  Restaurant  located in  Arkansas,
    Seller will take such steps as are reasonably  necessary to transfer control
    of its private  club that holds the liquor  license for such  Restaurant  to
    Buyer.

         (b)  Kansas. With respect to the Restaurant  located in Kansas,  Seller
    agrees to execute a lease  assignment for the applicable Real Property Lease
    and a bill of sale for the liquor inventory prior to the Closing Date, which
    documents  will only be effective upon the Closing and the issuance of a new
    liquor license for such  Restaurant to Buyer.  Seller agrees to use its best
    efforts to obtain the consent of the landlord under such Real Property Lease
    to the lease assignment contemplated herein.

         (c)  Missouri.  With  respect to the  Restaurants  located in Missouri,
    Seller agrees to execute (i) either a lease  assignment  for the  applicable
    Real  Property  Leases or a deed for the Owned Real Property and (ii) a bill
    of sale for the liquor  inventory prior to the Closing Date, which documents
    will only be  effective  upon the Closing  and the  issuance of a new liquor
    license for such Restaurant to Buyer.  Seller agrees to use its best efforts
    to obtain the consent of the landlord under the Real Property  Leases to the
    lease assignment contemplated herein.

    Section 5.4    Agreements Respecting Employees of Seller.  Seller  agrees to
terminate  the  employment  of all  employees  involved in the  operation of the
Restaurant Locations at the Effective Time.

    Section 5.5    Maintenance of Existence. Seller shall maintain its existence
following Closing until such time as all closing conditions of Seller shall have
been satisfied and the continuing  obligations of Seller, if any, under the Real
Property  Leases and Material  Contracts  have been fully  satisfied or adequate
provision shall have been made for the satisfaction of such obligations.

    Section 5.6    Conduct of Business.  From  the  execution of this  Agreement
until the  Effective  Time,  Seller  shall  operate the  Restaurants as they are
currently being operated and only  in the ordinary course and in compliance with
all  terms and  conditions  of  the  Franchise  Agreements,  using  commercially
reasonable efforts in keeping with Seller's historical practices to preserve and
maintain the services of its employees, and its relationships with suppliers and
customers, and to preserve its current level of sales volume, and shall continue
to insure the Purchased Assets under existing  policies of insurance,  including
workers' compensation and general liability insurance, at current levels. Seller
shall pay all bills and debts  incurred  by it related to the  business  and the
Restaurants  promptly as they become due.  Additionally,  Seller shall  continue
with the  implementation of initiatives as scheduled with AII.  Further,  Seller
shall not:


                                       19
<PAGE>


         (a)  Change  in any  manner  the  equity  ownership  of  Seller  or the
    ownership of the Purchased Assets;

         (b)  Increase the overall work force at the Restaurants or increase the
    rate of  compensation  to any  officers  or  employees  beyond the usual and
    customary annual merit increases or bonuses under  established  compensation
    plans;

         (c)  Incur any capital expenditure obligations for material, or acquire
    by purchase,  lease or otherwise,  any material  capital  assets;  provided,
    however, such obligations may be incurred with respect to the development of
    the  Additional  Restaurant,  subject to the terms and  conditions set forth
    herein.

         (d)  Incur any material obligations, expenses, or liabilities except in
    the usual and ordinary course of business;

         (e)  Mortgage,  pledge or  subject to lien any of the Purchased Assets;
    or

         (f)  Sell or otherwise  dispose of any  Purchased  Asset except for the
    sale or use of Inventories in the ordinary course of business.

    Section  5.7   Broker's Fees.  Seller  and  the  Shareholders,  jointly  and
severally,  shall  indemnify and hold Buyer harmless in respect to any claim for
brokerage  or finder's  fees or  commissions  with  respect to the  transactions
contemplated herein by anyone claiming to have acted on behalf of Seller.

    Section 5.8    Access  to   Information  and  Properties.   Subject  to  the
limitations set  forth in Section  5.17 hereof, Seller  shall afford  Buyer, its
counsel, financial  advisors, and other  authorized  representatives  reasonable
access for any purpose consistent with this Agreement from the date hereof until
the Closing, during  normal business  hours, to the  offices, properties, books,
and records of  Seller with respect to the Purchased Assets and the  Restaurants
and shall  furnish to  Buyer  such  additional financial and  operating data and
other  information as  Seller may  possess and as Buyer may reasonably  request,
subject  to   the  parties'  obligations   regarding  confidentiality   of  such
information as set forth in Section 10.13 hereof.

    Section 5.9    Intentionally Deleted.

    Section 5.10   Intentionally Deleted.

    Section 5.11   Intentionally Deleted.

    Section 5.12   Survey and Title Report.

         (a)  Buyer, at Buyer's sole cost and  expense,  may obtain a survey for
    each of the Restaurant Locations (each, a "Survey"). If any Survey discloses
    that a portion of a Restaurant  Location lies within a 100-year  flood plain
    or any area having  special  flood  hazards as  designated  by a  government
    agency, then Buyer shall have the option, in Buyer's sole discretion, within


                                       20
<PAGE>


    fifteen (15) days after receipt of the  applicable  Survey to terminate this
    Agreement,  in  which  event  the  parties  hereto  shall  have  no  further
    obligations under this Agreement.

         (b)  Seller,  at Seller's sole cost and  expense,  within ten (10) days
    after the date of this Agreement,  will deliver to Buyer a preliminary title
    report  or title  policy  commitment  issued  by  Lincoln-Evans  Land  Title
    Company,  as agent for Chicago Title Company (the "Title  Company") for each
    Restaurant  Location  (collectively,  the "Title Reports" and each, a "Title
    Report"),   describing  such  Restaurant  Location,  listing  Buyer  as  the
    prospective  named  insured and  showing as the  proposed  policy  amount an
    amount to be  determined  by Buyer.  Seller  shall also furnish to Buyer and
    Buyer's  attorney  a  legible  and  true  copy of all  documents  and  other
    instruments referenced in the Title Report.

         (c)  Buyer and  Buyer's  attorney shall have thirty (30) days after the
    date of receipt of all  Surveys,  Title  Reports  and copies of all  related
    documents  to  review  the same  and to  notify  Seller  in  writing  of any
    objections  to condition  of the title or matters  shown on the Survey or in
    the Title Report.  Seller shall have thirty (30) days  following  receipt of
    Buyer's  notice to rectify  Buyer's  objections.  The parties  agree that if
    necessary, the time of Closing shall be extended accordingly.

         (d)  If Seller  cannot rectify  Buyer's  objections  within thirty (30)
    days, or if the Title Reports are not delivered  within the time  specified,
    Buyer, at Buyer's option,  may: (a) terminate this Agreement or (b) elect to
    waive such  objections,  in which case the parties  shall  proceed  with the
    Closing and shall  negotiate  in good faith to agree upon a reduction in the
    Purchase Price corresponding to the uncured objection.

    Section 5.13 Financial Statements.  Seller shall obtain and deliver to Buyer
an audited  balance sheet for each of the two (2) immediately  preceding  fiscal
years,  and an  audited  income  statement  for each of the three (3)  preceding
fiscal  years  with an  unqualified  opinion  thereon  from a  certified  public
accountant  reasonably   acceptable  to  Buyer  (collectively,   the  "Financial
Statements").  The Financial  Statements  shall be prepared in  accordance  with
generally  accepted  accounting  principles.  All such  accounting  services and
reports  shall be at the  expense  of  Seller.  Notwithstanding  the  foregoing,
Financial  Statements  delivered  for  periods  between  January 1, 2005 and the
Closing Date will be unaudited.

    Section 5.14   No   Securities   Trading.   Seller   and   each  Shareholder
acknowledge  that  Buyer  is  a   publicly-held  company  and  dissemination  of
information concerning this transaction or trading in Buyer's stock by any party
to this transaction or any party receiving information from any  party  to  this
transaction  prior to public  release  could  result in violation of SEC insider
trading  regulations.  Therefore,  Seller  and  each  Shareholder  agree  not to
disseminate any information  concerning this  transaction and agree not to trade
in Buyer's stock until two business days after the Closing.

    Section  5.15  Change of Name.  Seller  shall  change  or shall  cause to be
changed the name of any affiliated  entities as of the Closing to delete the use
of the name "Apple" and "Applebee's."  Immediately upon the Closing,  Seller and
such affiliated  entities shall cease using the name "Apple" and "Applebee's" in


                                       21
<PAGE>


all of their activities, promotions, brochures, stationery, products, and in all
other respects,  and thereafter Seller and such affiliated  entities shall agree
not to use the names "Apple" and "Applebee's" in any business context.

    Section  5.16  Cooperation.  Seller  will  use all  commercially  reasonable
efforts  to  facilitate  and  cause  the   consummation   of  the   transactions
contemplated  hereby;  and obtain from all persons,  and take all other  actions
with  respect  to, all consent or  approvals  required on the part of such party
with respect to the consummation of those transactions.

    Section 5.17   Right  to  Inspect.  Buyer  may, at its  expense, at any time
prior to the Closing, cause inspections to be made  of  the  Real  Property  and
Restaurants,  including environmental or engineering  inspections,  to determine
the compliance with applicable law and the terms of the Franchise Agreements and
to assess the  operating  condition of the Purchased  Assets (an  "Inspection"),
subject to the  following  limitations:  (i)  inspection of any  Restaurants  or
offices must be conducted (A) during normal  business  hours,  (B) upon not less
than three (3) days prior written notice to Seller, (C) under the supervision of
Greg McGhee with prior written notice to Greg Owings and Wayne Dillard,  and (D)
in such a manner as to not  disrupt  or  interfere  with the  operations  of the
Business  or any  Restaurant  (ii) no  inquires  shall  be made by  Buyer of any
director,  officer,  employee,  manager or  shareholder  of Seller of any nature
whatsoever,  except  with the  prior  written  consent  of Greg  Owings or Wayne
Dillard, (iii) all information  regardless of medium or expression,  provided by
Seller  to  Buyer  or  otherwise  acquired  by  Buyer  in  connection  with  the
investigation  of the Real  Property,  Business  and the  Restaurants,  shall be
treated as confidential  in accordance  with Section 10.14 hereof,  and (iv) all
inquires with respect to the Real Property,  Business and the Restaurants  shall
be  directed  to Greg Owings and Wayne  Dillard.  Buyer shall  provide to Seller
copies of any Inspection  conducted hereunder as soon as reasonably  practicable
after  the  conclusion  of  such  Inspection.  Seller  shall  cooperate  in  the
performance of these  inspections  and shall also be responsible  for correcting
any  deficiency  identified by an  Inspection  in  accordance  with Section 5.18
below.

    Section  5.18  Deficiencies--Repairs  and  Replacements.  Prior to  Closing,
Seller  shall  repair,  replace,  correct  or  remediate,  at its sole  cost and
expense,  any and all items  identified  as deficient  pursuant to an Inspection
conducted in accordance  with Section 5.17. A Purchased  Asset will be deemed to
have a  deficiency  if all or any  part of the  Purchased  Asset  is not in good
working  condition  (normal  wear and tear  excepted)  or does  not  operate  in
accordance with  applicable law or the terms of the Franchise  Agreements or any
manuals issued in connection therewith.  Real Property shall be deemed deficient
if it contains or is otherwise identified as having a "Recognized  Environmental
Condition,"  as  that  term is  defined  in the  American  Society  for  Testing
Materials ("ASTM") "Standard Practice for Environmental Site Assessment: Phase 1
Environmental  Site  Assessment  Process,"  ASTM  E  1527-00  at  3.3.31.  If an
Inspection  identifies any missing  equipment or other property that is required
to  operate  each   Restaurant  in  accordance  with  AII's   requirements   and
specifications as of the date of this Agreement  ("Missing  Equipment"),  Seller
will pay for and install all Missing Equipment prior to Closing.


                                       22
<PAGE>


    Section 5.19   Restrictive Covenants.

         (a)  Non-Solicitation. For a period of one year after the Closing Date,
    neither  Seller nor the  Shareholders  shall  solicit the  employment of any
    employees who accept employment with Buyer at Closing. In addition, from the
    date of execution of this Agreement  until  Closing,  neither Seller nor the
    Shareholders   will  offer  continued   employment  to,  or  discourage  any
    Restaurant  employee  from  accepting  employment  with,  Buyer.   Provided,
    however,  if a  Restaurant  employee  independently  elects  not  to  accept
    employment  with  Buyer,  neither  Seller  nor the  Shareholders  will be in
    violation of this Section 5.19 if it thereafter employs such employee.

         (b)  Non-Compete.  Seller and each of the  Shareholders  covenants  and
    agrees  that for a period of five (5) years from the Closing  Date,  neither
    Seller nor any  Shareholder  shall directly or  indirectly,  as an employee,
    employer,   consultant,  agent,  franchisor,   lender,  guarantor,  manager,
    principal, partner, shareholder, corporate officer, director, or through any
    other kind of ownership (other than ownership of securities of publicly held
    corporations of which Seller or any Shareholder  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. For purposes
    of this Agreement "casual dining  restaurant  industry" means any restaurant
    or restaurant  chain listed,  at the time Seller or a Shareholder  engage in
    such business at a specific location,  on the Casual Dining Category list of
    restaurants  published  by NPD -  Crest/Recount  from  time  to  time or any
    substantially  equivalent replacement list of which Buyer gives Seller prior
    written  notice (the  "Competitive  List").  For  purposes  of this  Section
    5.19(b),  the parties  agree that the ownership and operation of one or more
    Fazzoli's  restaurants,  whether  opened now or in the  future,  will not be
    deemed to be a violation  of the  covenant  not to compete set forth  above.
    Notwithstanding  anything to the contrary contained herein, the covenant not
    to  compete  given by McGhee  will only  extend  for two (2) years  from the
    Closing  Date.  Buyer agrees that the covenant not to compete will not apply
    to any adult  children  of Walton  so long as Walton is not  engaged  in any
    activities,  directly or indirectly, of such children in a manner that would
    violate the covenant not to compete given by him in this Section 5.19.

         (c)  Understanding of the Parties. It is mutually understood and agreed
    by and between the parties that the covenants contained in this Section 5.19
    are fair and reasonable,  and are reasonably  required for the protection of
    Buyer and AII, Buyer's parent.

         (d)  Remedies. In the event of a breach or threatened  breach by Seller
    and/or any of the Shareholders (the "Breaching  Party") of the provisions of
    this  Section  5.19,  Buyer  and  AII  will  be  entitled  to an  injunction
    restraining  the  Breaching  Party from such  breach or  threatened  breach.
    Nothing  contained  herein will be construed  to prohibit  Buyer or AII from
    pursuing any other  remedies  available to it for such breach or  threatened
    breach,  including  recovery of damages from the Breaching  Party.  If it is
    determined  in any judicial or  arbitration  proceeding  that the  Breaching


                                       23
<PAGE>


    Party breached one or more of the covenants set forth in Sections 5.19(a) or
    (b).  of this  Agreement,  then all of such  covenants  will be deemed to be
    extended  with respect to the Breaching  Party for an  additional  period of
    time equal to the period of time during which the Breaching  Party committed
    the applicable breach.

         (e)  Savings  Clause. Notwithstanding  anything to the contrary  herein
    contained  and if, and only if,  provisions  of the type  contained  in this
    section are enforceable in the jurisdiction in question,  if any one or more
    of the  provisions  contained  in this  Section 5.19 shall for any reason be
    held to be  excessively  broad as to  time,  duration,  geographical  scope,
    activity or subject,  said  provisions  will be  construed  by limiting  and
    reducing  them so as to be  enforceable  to the extent  compatible  with the
    applicable law as it should then be determined.

    Section 5.20   No Sale Negotiations.  From the date hereof through the later
of (a) 60 days from the date hereof and (b) the Closing, neither  Seller nor any
Shareholder shall, directly or indirectly (a) entertain, solicit or encourage in
any manner,  (b) furnish or cause to be furnished any information to any persons
or entities (other than Buyer) in connection with, or (c) negotiate or otherwise
pursue, the sale of the business,  the Purchased Assets or the Restaurants,  the
sale of stock of Seller or engage in any  merger or other  business  combination
involving the business, the Purchased Assets or the Restaurants.

    Section 5.21   Potential  Sites.  Seller agrees to  consult with Buyer prior
to executing any purchase contract or lease for a Potential  Site, including any
amendments  thereto,  and  agrees  to assign to Buyer at  Closing  any  purchase
contract or lease for a Potential Site previously approved by Buyer.

    Section 5.22   Sale or Assignment of Potential Sites. If Seller  purchases a
Potential  Site pursuant to a purchase  contract  approved by Buyer prior to the
Closing,  Seller will sell, and Buyer will buy, such Potential Site for Seller's
acquisition cost plus any other Buyer approved  out-of-pocket costs with respect
to such  Potential  Site. If Seller leases a Potential  Site pursuant to a lease
approved  by Buyer prior to the  Closing,  Seller  will  assign,  and Buyer will
assume  (to the  extent  obligations  thereunder  relate  to  acts or  omissions
occurring  from and after  the date of  Closing),  such  lease in  exchange  for
Buyer's payment of any Buyer approved  out-of-pocket  costs with respect to such
Potential Site.

    Section 5.23   Additional Restaurant; Reimbursement. Subject to Sections 7.2
and Section 7.5, and reimbursement for reasonable and demonstrable  Construction
Costs (as  defined  in Section  7.2),  Seller  shall  complete  development  and
construction of the Additional Restaurant for Buyer.

    Section  5.24  Development   Activities.   Seller  shall  continue  ordinary
restaurant  development  activities  (a) on the Potential  Sites,  to the extent
Buyer approves  reimbursement of out-of-pocket  costs as provided for in Section
5.23, and (b) at the Additional Restaurant.

                                   ARTICLE VI
                     REPRESENTATIONS AND WARRANTIES OF BUYER

    As an  inducement  to Seller to enter into this  Agreement and to consummate
the transactions  contemplated  hereby,  Buyer hereby represents and warrants to
Seller as follows:


                                       24
<PAGE>


    Section 6.1    Corporate Existence.  Buyer is a corporation validly existing
and in good standing under the laws of the State of Missouri.

    Section 6.2    Corporate  Power  and  Authority.  Buyer  has  all  requisite
corporate power and authority to own its properties and assets,  and to carry on
the  business in  which it is now  engaged.  Buyer has the  corporate  power and
authority to perform the covenants of Buyer set forth in this Agreement.

    Section 6.3    Execution and Delivery Permitted. The execution, delivery and
performance  of this Agreement will not (a) violate or result in a breach of any
term of Buyer's  Articles of  Incorporation  or of its  Bylaws,  (b) result in a
breach of or  constitute  a default  under  any term in any  agreement  or other
instrument to which Buyer is a party,  such default  having not been  previously
waived by the other party to such agreements,  (c) violate any law or any order,
rule or regulation  applicable to Buyer, of any court or of any regulatory body,
administrative agency or other governmental  instrumentality having jurisdiction
over Buyer or its properties, or (d) result in the creation or imposition of any
mortgage,  lien, charge, or encumbrance of any nature whatsoever upon any of the
Purchased Assets purchased by Buyer hereunder. Buyer's Board of Directors, or an
authorized  committee  thereof,  has taken all action  required  by law,  and by
Buyer's Articles of  Incorporation,  its Bylaws,  and otherwise to authorize the
purchase of the Purchased Assets in accordance with this Agreement.

                                  ARTICLE VII
                               COVENANTS OF BUYER

    Buyer hereby covenants and agrees as follows:

    Section 7.1    Buyer  Performance. Buyer  hereby  covenants  and  agrees  to
accept conveyance of the Purchased Assets and, subject to Section 2.4 herein, to
assume and perform the obligations  of Seller under the Material Contracts as of
the Effective Time.

    Section 7.2    Development of the Additional Restaurant.  Buyer shall on the
Closing Date  reimburse  Seller (in cash, by wire transfer of funds,  or in such
other  manner  reasonably  acceptable  to Seller) for  Seller's  reasonable  and
demonstrable   out-of-pocket   capital  costs  and  expenses   relating  to  the
development  and  construction  of the Additional  Restaurant and the Restaurant
located in Osage Beach, Missouri (to the extent not already reflected on Exhibit
D) if such costs and expenses fall within one of the cost  categories  set forth
on Exhibit G attached hereto (the "Construction  Costs"). The Construction Costs
will be paid to Seller in cash at  Closing  to the  extent  that such costs have
been substantiated to Buyer's satisfaction. All other Construction Costs will be
paid to Seller  within  fifteen  (15) days of Buyer's  receipt  of  satisfactory
substantiation for such costs.

    Section 7.3    Potential  Sites.   If  Seller  purchases  a  Potential  Site
pursuant to  a purchase contract approved by Buyer  prior to the Closing, Seller
will sell, and  Buyer will  buy at  Closing, such  Potential  Site for  Seller's
acquisition cost plus any other  Buyer approved out-of-pocket costs with respect
to such  Potential Site.  If Seller leases a  Potential Site pursuant to a lease
approved by  Buyer prior to the  Closing,  Seller will  assign,  and  Buyer will


                                       25
<PAGE>


assume at  Closing (to the extent  obligations  thereunder  relate  to  acts  or
omissions occurring from and after  the date of Closing), such lease in exchange
for buyer's  payment of any  Buyer approved  out-of-pocket costs with respect to
such Potential Site.

    Section 7.4    Right   to  Inspect.   Buyer  may,  at  its   expense,  cause
Inspections  to  be  made  of  the   Restaurant  Locations  and  the  Additional
Restaurants and shall conduct such  Inspections in accordance with Section 5.17.

    Section 7.5    Buyer's Options. Buyer,  at its sole  option,  may (a) engage
Walton  Construction to develop the Potential  Sites,  and (b) elect to perform,
and incur the costs of, certain  pre-opening  activities in connection  with the
Additional Restaurant.

                                  ARTICLE VIII
                    PRORATIONS AND PURCHASE PRICE ADJUSTMENT;
                              CONDITIONS TO CLOSING

    Section 8.1    Prorations and  Purchase  Price  Adjustments.  The  following
items shall  be  prorated  between  Buyer and  Seller as of  11:59 PM on the day
immediately  preceding the  Closing  Date, or paid by one  party on or after the
Closing  Date, in  each  case  as  set  forth  below, and  shall  constitute  an
adjustment to the Purchase Price:

         (a)  All ad  valorem,  real and  personal property  taxes,  general and
    special  assessments (solely with respect to installments due in the current
    tax year),  and any other  property  taxes on the  Purchased  Assets for the
    current  tax year;  however,  if the amount of such tax for the  current tax
    year is not  determinable,  (i) it shall be prorated on the basis of the tax
    for the immediately  preceding tax year and (ii) after the amount of tax for
    the current tax year becomes determinable,  (A) either party, at its option,
    may give the  other  party  written  notice  of the  correct  amount  of tax
    (accompanied by documentation  substantiating such amount) and any necessary
    adjustment to the prorations and (B) the party from whom additional  payment
    is required will pay the  applicable  amount within ten (10) days after such
    notice;

         (b)  All rentals on Real Property  Leases and Equipment  Leases (to the
    extent assumed by Buyer),  including prepaid rentals,  percentage rents, and
    common area maintenance charges;

         (c)  All prepaid insurance  premiums on insurance policies covering the
    Purchased Assets and regarding welfare benefit  programs,  but only if Buyer
    elects to have said coverage remain in effect;

         (d)  Any  amounts  paid by Seller on or prior to the  Closing Date with
    respect to the Material  Contracts for services extending beyond the Closing
    Date which are assignable to Buyer;

         (e)  Any  prepaid  expenses,  but not  deposits,  associated  with  the
    operation of a Restaurant Location which were paid by Seller in the ordinary
    course of business,  including  telephone  expenses,  billboard  advertising
    expenses, cooperative fees, advertising expenses, and utility charges;


                                       26
<PAGE>


         (f)  The cost to repair,  replace,  correct or remediate  a  deficiency
    identified  in  Section  5.18  shall be paid by  Seller  as a  reduction  in
    Purchase  Price,  to  the  extent  not  repaired,   replaced,  corrected  or
    remediated by Seller as set forth in Section 5.18 prior to Closing;

         (g)  All  amounts  paid or to be paid by Buyer with  regard to  Buyer's
    purchase or lease of a Potential  Site from Seller  pursuant to Section 5.23
    and Section 7.3 shall increase the Purchase Price;

         (h)  All amounts paid or to be paid by Buyer with regard to reimbursing
    Seller in  accordance  with the  development  of the  Additional  Restaurant
    pursuant to Section 5.24 and Section 7.2 shall increase the Purchase Price;

         (i)  The  Earnest  Money  paid by Buyer  to  Seller  shall be an offset
    against the Purchase Price as set forth in Section 2.1; and

         (j)  The premiums  for the Title  Policies  (excluding any premiums for
    special  endorsements  required  by  Buyer)  will  be paid  by  Seller  as a
    reduction in Purchase Price.

Seller  shall bear the cost and  expense of all  prorated  items  applicable  to
periods  ending on or before the Closing  Date and shall  receive  the  benefits
thereof,  and Buyer shall bear the cost and  expense of payment of all  prorated
items  applicable to periods from and after the Effective  Time, and receive the
benefits thereof.

    Section 8.2    Inventory Adjustment and Vacation Credit.

         (a)  To the extent  that the value of the Inventory  as of the  Closing
    Date, to be determined by physical audit thereof by Buyer,  is (i) less than
    $165,000,  the  Purchase  Price shall be reduced by an amount  equal to such
    shortfall or (ii) more than $165,000, the Purchase Price shall be reduced by
    an amount equal to such excess.

         (b)  The Purchase Price shall be reduced by the value of all earned and
    unused vacation,  as of the Closing Date, of all employees of Seller who are
    hired by Buyer.

    Section 8.3    Amounts Owed Buyer; Store Cash.

         (a)  The Purchase Price shall be reduced by the aggregate amount of all
    sums owed by Seller to  Applebee's  International,  Inc.  as recorded on the
    books of Applebee's International, Inc.

         (b)  The Purchase  Price shall be  decreased for any petty cash amounts
    less than  $1,500.00  per  Restaurant  by the amount of the shortfall at the
    Effective Time.

    Section  8.4   Buyer's Conditions  to  Closing.  The  obligations  of  Buyer
hereunder are subject to satisfaction of each of the following  conditions at or
before Closing, the occurrence of which may, at the option of Buyer, be waived:


                                       27
<PAGE>


         (a)  All  representations  and  warranties  of Seller in this Agreement
    shall be true on and as of the Closing Date, and Seller shall have delivered
    to Buyer a certificate to such effect dated as of the Closing Date;

         (b)  Neither  the   Purchased  Assets  nor  any  individual  Restaurant
    Location  shall  have  been  substantially  damaged  as  a  result of  fire,
    explosion,  earthquake, disaster,  accident, any action by the United States
    or any other  governmental authority,  earthquake, flood,  drought, embargo,
    riot, civil disturbance, uprising, activity of armed forces, act of God,  or
    public enemies;

         (c)  There shall be no material adverse change in the Purchased  Assets
    or the operations of Seller at the Restaurant Locations from the date hereof
    to the Closing Date;

         (d)  Seller  shall have  performed and  complied  with all of  Seller's
    covenants and obligations  under this Agreement which are to be performed or
    complied with by Seller prior to or on the Closing Date;

         (e)  Seller shall be willing and able to deliver  all of the  documents
    required to be delivered by them by this Agreement;

         (f)  Buyer  and  Buyer's  counsel  shall  have  approved  the  form and
    substance of the documents delivered by Seller pursuant to this Agreement;

         (g)  Seller  shall have obtained and  delivered to Buyer all  necessary
    consents and estoppels to transfer the Purchased  Assets and assign the Real
    Property Leases and Material Contracts to Buyer;

         (h)  Seller  shall  have  terminated  the  employment  of all employees
    involved in the operation of the Restaurant Locations;

         (i)  Buyer shall have obtained, either from Seller or directly from the
    issuing authority, all permits,  licenses, and approvals of all governmental
    and  quasi-governmental  authorities  necessary  in  the  operation  of  the
    Restaurants as intended by Buyer;

         (j)  There shall be no claims,  actions or suits pending or  threatened
    regarding the Purchased  Assets or the  Restaurant or that  otherwise  would
    restrict or prohibit Seller from consummating the transactions  contemplated
    herein;

         (k)  Buyer  shall  have  completed  to  its  satisfaction  any  review,
    investigation  and  due  diligence  of the  Restaurants,  Purchased  Assets,
    business,  operations  or records of Seller and shall be satisfied  with the
    results thereof; and

         (l)  Seller shall have caused any companies  affiliated with Seller, to
    transfer its ownership or leasehold  interest in the Potential  Sites or the
    real  property  on which  the  Restaurants  or  Additional  Restaurants  are
    situated to Buyer (for no additional consideration).


                                       28
<PAGE>


    Section 8.5    Seller's Conditions to  Closing.  The  obligations  of Seller
hereunder are subject to satisfaction of each of the following  conditions at or
before Closing, the occurrence of which may, at the option of Seller, be waived:

         (a)  All  representations  and  warranties of  Buyer in this  Agreement
    shall be true on and as of the  Closing in all material respects,  and Buyer
    shall have delivered to Seller a certificate to such effect  dated as of the
    Closing Date;

         (b)  Buyer shall have performed  and complied in all material  respects
    with all of its  obligations  under this Agreement which are to be performed
    or complied with by Buyer prior to or on the Closing Date;

         (c)  Buyer shall be willing and able to deliver the Purchase  Price and
    all of the  documents  required to be delivered  by it under  Section 3.3 of
    this Agreement; and

         (d)  Seller shall have approved the form and substance of the documents
    delivered by Buyer pursuant to this Agreement.

         (e)  The total costs to correct or remediate Real Property deficiencies
    pursuant  to  Section  5.18 and to  remove  exceptions  to  title  insurance
    coverage from the Real Property  required by Buyer does not exceed $300,000,
    plus the cost to Seller to remove all Monetary  Liens.  For purposes of this
    section, a "Monetary Lien" is any lien, claim or encumbrance which evidences
    or secures a fixed monetary amount or which can be removed by the payment of
    a liquidated sum.

                                   ARTICLE IX
                          INDEMNIFICATION AGAINST LOSS

    Section 9.1    Indemnification  by  Seller and the  Shareholders. Seller and
each of the  Shareholders, jointly  and severally,  agrees to defend, indemnify,
and  hold  harmless  Buyer,  its  officers, directors,  agents,  employees,  and
affiliates,  against  and in  respect of  any and  all causes of action, claims,
losses, liabilities, liens, damages, costs and expenses (including attorneys'
fees) incurred or resulting from:

         (a)  Any  misrepresentation,  breach of  warranty, or nonfulfillment of
    any covenant or agreement on the part of Seller or any Shareholder  under or
    in connection with this Agreement;

         (b)  The acts or omissions of Seller alleged to be  violations of Title
    VII of the Civil Rights Act of 1964,  as amended,  42 U.S.C.  2000e et seq.;
    the Fair Labor Standards Act; the Age  Discrimination in Employment Act; the
    Labor  Management  Relations Act; state  unemployment  taxes and any and all
    other applicable state or federal statutes or regulations;

         (c)  Any  tax  liability  of  Seller  (including,  without  limitation,
    liabilities for taxes, interest,  penalties,  governmental charges,  duties,
    fees, and fines imposed by the United  States,  foreign  countries,  states,
    counties,  municipalities,  and subdivisions,  and by all other governmental
    entities or taxing authorities);


                                       29
<PAGE>


         (d)  Operation of the Restaurant Locations through the Effective Time;

         (e)  Any liability of Seller not expressly assumed by Buyer  hereunder,
    including  but not limited to  obligations  arising  with regard to Seller's
    responsibilities  under the Real  Property  Leases  and  Material  Contracts
    through the Effective Time; and

         (f)  Any  and   all  claims,   debts,  liabilities,   taxes  and  other
    obligations  of Buyer that are imposed on Buyer as a result of its status as
    a successor  to Seller except to  the extent the  foregoing  are  assumed by
    Buyer pursuant to Section 2.4 of this Agreement.

    Section 9.2    Indemnification  by Buyer. Buyer agrees to defend, indemnify,
and hold harmless Seller against and in respect of any and all causes of action,
claims,  losses,  liabilities,  liens,  damages,  costs and expenses  (including
attorneys' fees) incurred or resulting from:

         (a)  Any misrepresentation, breach of warranty or nonfulfillment of any
    covenant on the part of Buyer in connection with this Agreement;

         (b)  Operation  of the  Restaurant  Locations after the Effective Time;
    and

         (c)  Obligations arising with regard to Buyer's  responsibilities under
    the Real Property Leases and Material Contracts after the Effective Time.

    Section 9.3    Limitations. No claim based on a breach of representation  or
warranty  made in this  Agreement  may be made against the other party after the
end of the 30th month after the Closing Date; provided, however, Buyer may bring
a claim  against  Seller or the  Shareholders  with  respect  to a breach of any
representation or warranty  contained in Sections 4.14, 4.18 or 4.22 at any time
after the Closing until the expiration of the applicable  statute of limitations
(with  respect  to each such  date,  the  "Expiration  Date").  Any  lawsuit  or
arbitration  proceeding to enforce the  indemnification  obligations  of a party
hereunder  for  which  the  indemnifying   party  has  refused  to  satisfy  its
obligations must be instituted  within one year after the applicable  Expiration
Date.

                                   ARTICLE X
                                  MISCELLANEOUS

    Section 10.1   Notices. Except as otherwise expressly provided, all notices,
consents,  requests,  demands  and other  communications  hereunder  shall be in
writing  and shall be deemed to have been duly  given if  delivered  personally,
sent by facsimile  transmission  with  confirmation of receipt,  or if mailed by
certified  mail,  return receipt  requested,  with first class postage  prepaid,
addressed as follows:


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<PAGE>


         (a)       If to Seller:       The Ozark Apples, Inc.
                                       3252 Roanoke Street
                                       Kansas City, Missouri 64111
                                       Attention: Gregory R.Walton, President
                                                  Greg Owings
                                       FAX:
                                           -------------------------------------

         With a copy to:               Wayne Dillard
                                       9221 Ward Parkway, Suite 335
                                       Kansas City, MO 64114
                                       FAX: (816) 221-0303

         (b)       If to Buyer:        Applebee's International, Inc.
                                       4551 West 107th Street
                                       Overland Park, KS  66207
                                       Attention:  General Counsel
                                       FAX:  (913) 341-1696

         With a copy to:               James M. Ash, Esq.
                                       Blackwell Sanders Peper Martin LLP
                                       4801 Main Street, Suite 1000
                                       Kansas City, MO  64112
                                       FAX:  (816) 983-8080

or to such other address as Buyer or Seller shall have last designated by notice
to the other party.

    Section  10.2  Applicable  Law.  This  Agreement  shall be governed  by, and
construed  and enforced in  accordance  with,  the internal laws of the State of
Missouri, without regard to the choice of law provisions thereof.

    Section 10.3   Binding  on  Successors;   Assignment.   All  of  the  terms,
provisions  and conditions of this  Agreement shall be  binding  upon and  shall
inure to the benefit of the parties hereto, their respective successors, assigns
and legal representatives. Seller may not assign all or any part of its interest
in this Agreement. Buyer may assign this Agreement and any or all of its  rights
or obligations hereunder to any  entity that  controls, is  controlled by, or is
under common control with Buyer. Buyer may assign its rights under  Section 5.19
of this  Agreement to any party that purchases or acquires  the right to operate
the Restaurants.

    Section 10.4   Payment of Costs.

         (a)  Seller Costs. Seller shall pay:

              (1)  All of  Seller's expenses  for  legal  counsel,  accountants,
         brokers and other advisors;


                                       31
<PAGE>


              (2)  All costs, search fees and expenses associated with the Title
         Reports and the Title  Policies,  excluding any cost for special policy
         endorsements required by Buyer or its lenders;

              (3)  All costs of any real estate title curative  work required to
         remove  such  exceptions  to  title  insurance  coverage  for the  Real
         Property required to be removed by Buyer;

              (4)  All fees,  costs and expenses incurred in recording  all real
         estate documents related to the transactions contemplated hereby;

              (5)  All  sales,   transfer  or  other  taxes   arising  from  the
         transactions contemplated hereby arising under state law;

              (6)  All costs to remedy any deficiencies  as described in Section
         5.18;

              (7)  All fees or  expenses charged or passed  through by  Seller's
         lenders, including fees of counsel to any of Seller's lenders; and

              (8)  All   other  costs  and   expenses  incurred  by   Seller  in
         negotiating  this  Agreement  and   in  consummating  the  transactions
         contemplated hereby.

         (b)  Buyer Costs. Buyer shall pay:

              (1)  All of its expenses for legal  counsel, accountants,  brokers
         and other advisors;

              (2)  All  costs to  perform the  Surveys and Phase I environmental
         and audit surveys of the Restaurants,  the  Additional  Restaurant  and
         Potential Sites; and

              (3)  All other costs and expenses incurred by Buyer in negotiating
         this  Agreement  and  in  consummating  the  transactions  contemplated
         hereby,  including  any  fees  or  commissions  payable  to  any  party
         representing  Buyer in connection  with arranging or  negotiating  this
         Agreement and the transactions contemplated hereby.

         (c)  Shared Costs.  Buyer and Seller  shall  equally pay the  following
    costs:

              (1)  Any and all closing  and  escrow  fees  charged  by the Title
         Company.

    Section  10.5  Closing Not to Prejudice  Claim for  Damages.  Closing of the
transactions  contemplated  by this Agreement  shall not prejudice any claim for
damages  which either party may have  hereunder,  in law or in equity,  due to a
material  default in observance in the due and timely  performance of any of the
covenants and agreements  herein  contained or for the breach of any warranty or
representation  hereunder,  unless such observance,  performance,  warranty,  or
representation is specifically waived in writing by the party making such claim.


                                       32
<PAGE>


    Section  10.6  Survival  of  Representations,   Warranties,   Covenants  and
Undertakings. All of the representations, warranties, covenants and undertakings
made by the parties  hereto shall  survive the  execution of this  Agreement and
Closing.

    Section  10.7  Additional  Documents.  After  Closing,  each party agrees to
furnish such additional  documents as are necessary to complete the transactions
contemplated hereby.

    Section  10.8  Time  is of  the  Essence.  Time  is of  the  essence  in the
performance of the obligations of the parties hereunder.

    Section 10.9   Interpretation. The  title of the  sections of this Agreement
are  for  convenience  of  reference  only, and  are  not  to be  considered  in
construing this  Agreement. Whenever  required by the context of this Agreement,
the singular  shall include the  plural and  the  masculine  shall  include  the
feminine and vice versa.

    Section  10.10 Entire  Agreement.  This  Agreement  and   the  Exhibits  and
Schedules attached hereto and incorporated  herein by this reference contain the
entire  Agreement  of the  parties  hereto  with  respect  to  the  transactions
contemplated  hereby and supersede any and all prior  agreements,  arrangements,
and understandings between the parties,  including but not limited to the letter
of Buyer addressed to The Ozark Apples,  Inc. with respect to this  transaction,
dated February 28, 2005. No inducements  contrary to the terms of this Agreement
exist. No waiver of any term, provision, or condition of this Agreement, whether
by  conduct or  otherwise,  in any one or more  instances  shall be deemed to be
construed  as a further  or  continuing  waiver of any such term,  provision  or
condition or any other term,  provision or  condition  of this  Agreement.  This
Agreement  may not be  modified  orally  and may only be  amended  in a  writing
executed by all parties hereto.

    Section 10.11  Counterparts.  This  Agreement may be executed in one or more
counterparts which in the aggregate shall comprise one Agreement.

    Section 10.12  Termination.

         (a)  This Agreement may be terminated prior to the Closing as follows:

              (1)  At any time by the mutual consent of Seller and Buyer;

              (2)  By either Seller or Buyer, at its sole election,  at any time
         after  April 25,  2005,  if the Closing  shall not have  occurred on or
         prior to such date  unless the  failure of the Closing to occur by such
         date  shall  have  been as a result  of a  material  breach  by a party
         hereto;  provided  further,  however,  that the right to terminate this
         Agreement under this Section  10.12(a)(2) shall not be available to any
         party whose  failure to fulfill  any  obligation  under this  Agreement
         shall have been the cause of, or shall have resulted in, the failure of
         the Closing to occur on or prior to such date;

              (3)  By Buyer if any condition  set forth in  Section  8.4  hereof
         shall not have been met as of the Closing; or


                                       33
<PAGE>


              (4)  By Seller if any condition  set forth in  Section  8.5 hereof
         shall not have been met as of the Closing.

         (b)  In the event of the  termination  of this  Agreement  pursuant  to
    subparagraph  (3) above because  Seller shall have willingly or in bad faith
    failed to satisfy a  condition  to the  Closing,  Buyer shall be entitled to
    pursue,  exercise,  and enforce any and all remedies,  rights,  powers,  and
    privileges available to it at law or in equity.

         (c)  Upon termination of this  Agreement,  Buyer shall be entitled to a
    refund of the Earnest Money paid by Buyer to Seller unless Seller terminates
    this Agreement for Buyer's material breach pursuant to Section 10.12(a)(2).

    Section 10.13  Public  Announcements.  Neither  Buyer  nor  Seller or any of
their respective representatives, agents, or affiliates, shall make  any  public
announcement  or  other  disclosure  with  respect  to  this  Agreement  or  the
transactions contemplated hereby without the prior review of and written consent
to such disclosure by the other party.

    Section 10.14  Confidentiality.  Each party agrees to treat all  information
concerning the other furnished, or to be furnished, by or on behalf of the other
(collectively,  the  "Information"),  in accordance  with the provisions of this
paragraph and to take, or abstain from taking, all actions set forth herein. The
Information  will be used solely for the purposes of  evaluating  the  business,
Restaurants,  and the Purchased  Assets,  and will be kept  confidential  by the
receiving party and its officers, directors, employees, representatives, agents,
and advisors;  provided,  that (i) any of such  Information  may be disclosed to
officers,  directors,  employees,  representatives,  agents, and advisors of the
receiving party who need to know such  information for the purpose of evaluating
the Restaurants,  the business and the Purchased Assets,  (ii) any disclosure of
such  information may be made to which the disclosing party consents in writing,
and  (iii)  such  information  may be  disclosed  if  required  by  law.  If the
transaction  contemplated  hereby is not  consummated,  the receiving party will
return to the  disclosing  party  all  material  containing  or  reflecting  the
Information.


                            [SIGNATURE PAGES FOLLOW]


                                       34
<PAGE>

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

                                       BUYER:

                                       GOURMET SYSTEMS, INC.



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


                                       SELLER:

                                       THE OZARK APPLES, INC.



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


                                       SHAREHOLDERS:


                                       OZARK HOLDINGS, INC.


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


                                       Gregory R. Walton, Trustee under Voting
                                       Trust dated August 12, 2002 for benefit
                                       of Sandra G. Walton and Gregory R. Walton



                                       By: /s/ Gregory R. Walton
                                          --------------------------------------
                                       Gregory R. Walton, as Trustee



                                       By: /s/ Gregory R. Walton
                                          --------------------------------------
                                       Gregory R. Walton


                                       35
<PAGE>


                                       Sandra G. Walton, Trustee under Voting
                                       Trust dated June 29, 1992, as amended



                                       By: /s/ Sandra G. Walton
                                          --------------------------------------
                                       Sandra G. Walton, as Trustee



                                       By: /s/ Sandra G. Walton
                                          --------------------------------------
                                       Sandra G. Walton


                                       G. Reid Teaney, Trustee under the
                                       Christopher Ryan Walton Irrevocable Trust
                                       dated November 25, 1977



                                       By: /s/ G. Reid Teaney
                                          --------------------------------------
                                       G. Reid Teaney, as Trustee


                                       G. Reid Teaney, Trustee under the Megan
                                       N. (Walton) Allen Irrevocable Trust
                                       dated November 25, 1977



                                       By: /s/ G. Reid Teaney
                                          --------------------------------------
                                       G. Reid Teaney, as Trustee


                                       Gregory W. McGhee, Trustee of the Gregory
                                       W. McGhee Revocable Trust dated September
                                       16, 2002



                                       By: /s/ Gregory W. McGhee
                                          --------------------------------------
                                       Gregory W. McGhee, as Trustee



                                       By: /s/ Gregory W. McGhee
                                          --------------------------------------
                                       Gregory W. McGhee


                                       36
<PAGE>


                                       Yvonne T. McGhee, Trustee of the Yvonne
                                       T. McGhee Revocable Trust dated September
                                       16, 2002



                                       By: /s/ Yvonne T. McGhee
                                          --------------------------------------
                                       Yvonne T. McGhee, as Trustee



                                       By: /s/ Yvonne T. McGhee
                                          --------------------------------------
                                       Yvonne T. McGhee




                                       37
</TEXT>
</DOCUMENT>
