SEVENTH AMENDMENT

                         APPLEBEE'S INTERNATIONAL, INC.

                          EMPLOYEE STOCK PURCHASE PLAN


     THIS  SEVENTH  AMENDMENT is adopted  this 30th day of  November,  2006,  by
Applebee's International, inc. a Delaware corporation.

     WHEREAS,  Applebee's  International,   Inc.  (the  "Company")  adopted  the
Applebee's  International,  Inc. Employee Stock Purchase Plan (the "Plan"), with
the Plan intended to qualify as an "employee  stock purchase plan" under Section
423 of the Internal Revenue Code;

     WHEREAS, the Plan permits eligible employees of the Company to purchase the
common stock of the Company at a discount from its trading price on NASDAQ;

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

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

     NOW THEREFORE, effective as of the date provided below, the Plan is amended
as follows:

     1. The first two  sentences of Section 7.2 are replaced  with the following
three sentences:

     "The aggregate  number of shares  originally  available for offer under the
Plan was two hundred  thousand  (200,000),  which has been adjusted from time to
time pursuant to Section 15.3 and  increased  from time to time by amendments to
the Plan. If this  amendment is approved by the requisite  vote of the Company's
stockholders  in accordance  with the Company's  bylaws no later than  November,
2007, then effective January 1, 2007,  500,000  additional shares shall be added
to the number of shares available for offer under this Plan."

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

     IN WITNESS WHEREOF,  the Company has executed this Amendment as of the 30th
day of November, 2006.


                                    APPLEBEE'S INTERNATIONAL, INC.
                                    "Company"


                                    By: /s/ Becky Tilden
                                       -----------------------------------------

                                    Title: Vice President/General Counsel
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