AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this "Amendment") is made effective as of January 1, 2009, by and between OSI Restaurant Partners, LLC (the "Company"), and Paul E. Avery (the "Executive").

           The parties to this Amendment (the "Parties") entered into an Officer Employment Agreement as of June 14, 2007 (the "Employment Agreement"), regarding the Executive's employment relationship with the Company.  The Parties desire to amend the Employment Agreement in order to comply with the final Treasury Regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Employment Agreement, as amended by this Amendment, is hereinafter collectively referred to as the "Agreement."

The Parties hereby acknowledge the accuracy of the foregoing Background Information and hereby agree as follows:

1.   Definitions .   All capitalized terms used in this Agreement but which are not otherwise defined herein, shall have the respective meanings given those terms in the Employment Agreement, as applicable.

2.   Bonus .   Section 4(b) of the Agreement is hereby amended by adding the following to the end thereof:

"Unless otherwise specified in the Company policies or other governing documents regarding executive compensation and bonus plans, any bonus awarded to Executive by Company shall be paid in a single lump sum payment within 90 days after the end of the performance period."

3.   Fringe Benefits . Section 6 of the Agreement is hereby amended by adding the following to the end thereof:

"Such benefits shall be provided in accordance with any applicable policy, program or plan provisions.  Any taxable welfare benefits provided to the Executive pursuant to this Section 6 that are not ‘disability pay’ or ‘death benefits’ within the meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the ‘Applicable Benefits’) shall be subject to the following requirements in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").  The amount of any Applicable Benefits provided during one taxable year shall not affect the amount of the Applicable Benefits provided in any other taxable year, except that with respect to any Applicable Benefits that consist of the reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the amount of such reimbursements as described in Treasury Regulations Section 1.409A-3(i)(iv)(B).  To the extent that any Applicable Benefits consist of the reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and Company shall not be obligated to

reimburse any expense for which the Executive fails to submit an invoice or other documented reimbursement request at least thirty (30) business days before the end of the calendar year next following the calendar year in which the expense for any such reimbursement was incurred.  Further, no Applicable Benefits may be liquidated or exchanged for another benefit."

4.   Expenses .  Section  7 of the Agreement is hereby amended by adding the following to the end thereof:

"If any reimbursements under this provision are taxable to the Executive, such reimbursements shall be paid on or before the end of the calendar year following the calendar year in which the reimbursable expense was incurred, and the Company shall not be obligated to pay any such reimbursement amount for which Executive fails to submit an invoice or other documented reimbursement request at least thirty (30) business days before the end of the calendar year next following the calendar year in which the expense was incurred.  Such expenses shall be reimbursable only to the extent they were incurred during the