UNIT PURCHASE AGREEMENT

Table of Contents

THIS UNIT PURCHASE AGREEMENT ("Agreement") is entered into on November 8, 2006, by and among OUTBACK STEAKHOUSE INTERNATIONAL, L.P., a Georgia limited partnership ("Buyer"); and the following individuals, all of whom reside in Seoul, Korea: EUN TAE CHUNG, CHAI WOO YI and YOON HEE EOH (individually, a “Seller” and collectively, “Sellers”).

WHEREAS, Sellers together own 69,400 units of the capital, 5,000 won per unit (the “Units”), of Aussie Chung Ltd., a Korean limited liability company (“Company”), constituting approximately 18% of the issued and outstanding units of Company’s capital, as indicated for each Seller on the signature page hereto.

WHEREAS, Sellers desire to sell the Units to Buyer, and Buyer desires to purchase the Units from Sellers, on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, the parties mutually agree as follows:

Section 1.01 . Agreement to Buy and Sell . Subject to the terms and conditions expressed in this Agreement and in reliance on the representations, warranties, covenants and agreements contained in this Agreement, at the Closing and on the Closing Date (as such terms are defined in Section 6.01). Sellers agree to sell, transfer and assign the Units to Buyer, and Buyer agrees to purchase the Units from Sellers.

Section 1.02 . Purchase Price . The purchase price for the Units (“Purchase Price”) is U.S. $34,872,198. Buyer shall pay the Purchase Price as follows: (i) U.S. $17,831,358 to Sellers at the Closing by wire transfer to an account or accounts designated by Sellers, in writing; (ii) U.S. $14,040,839 at the Closing by wire transfer to an account or accounts designated by the Company, in writing, for repayment of loans (“Loans”) from the Company to the Sellers recorded on the books of the Company on Sellers’ behalf and with Sellers’ consent and (iii) U.S. $3,000,000 (the “Escrow Amount”) shall be paid by wire transfer to an interest-bearing escrow account at an institution mutually acceptable to Sellers and Buyer pursuant to the terms of an escrow agreement (“Escrow Agreement”) that will provide for the payment of any remaining Escrow Amount (plus interest accrued thereon) to the Sellers, on May 1, 2008 (the period from the Closing Date to April 30, 2008 is hereinafter referred to as the “Escrow Period”), after payment or deductions for any and all Losses (defined in Section 9.05), for which the Sellers are responsible pursuant to Section 9.05, and Special Expenses. As used herein, the term “Special Expenses” means any and all costs, liabilities or expenses incurred after the date hereof by Buyer or Company or any of their affiliates as a result of a tax audit conducted by the National Tax Service of Korea in respect of the Company’s business operation in 2005, or in connection with, any violations of applicable laws occurring prior to March 14, 2006, including fines and penalties imposed on the Company or Buyer by the National Tax Service of Korea or any

applicable U.S. government authorities or other obligations relating thereto, and all court costs and attorneys’ and accountants’ fees and other expenses relating thereto, incurred by the Company or Buyer in connection with the investigation and resolution of such matters. The allocation among the Sellers of responsibility for Special Expenses and Losses shall be determined in such manner as the Sellers may separately agree, and neither Buyer nor Company shall have any responsibility for such allocation. Any deductions from the Escrow Amount made under this Section 1.02 shall be treated by the parties as an adjustment of the Purchase Price.

Section 1.03 .   Effective Date . The effective date of the sale and purchase of the Units will be October 31, 2006. The transfer of the Units will take place at the Closing.

Section 1.04 . Sellers’ Representative . Each Seller hereby irrevocably constitutes and appoints Eun Tae Chung as such Seller's representative (“Sellers’ Representative”) in connection with this Agreement. Sellers' Representative is hereby authorized and directed to perform and consummate all of the transactions contemplated by this Agreement on behalf of such Seller. Such appointment shall be binding upon the heirs, executors, administrators, estates, personal representatives, successors and assigns of each Seller. All actions of Sellers’ Representative, including the giving and receiving of notices, the making of determinations or waivers with respect to the sufficiency of any matter or the fulfillment of any conditions precedent, and any other action taken or purported to be taken by Sellers’ Representative on behalf of Sellers, shall be binding on the other Sellers, and Buyer and Company may rely thereon.

Section 1.05 . Transfer Taxes . All securities transaction tax and individual income tax on capital gains relating to the transactions contemplated hereby which are required to be paid by Sellers under the applicable tax laws shall be paid by the Sellers. All other taxes and fees relating to the transactions contemplated hereby imposed by any Governmental Entity shall be paid by the party against which they are imposed under applicable laws.

Sellers, jointly and severally, represent and warrant to Buyer that on the date of this Agreement and on the Closing Date:

Section 2.01 . Authority and Validity . Sellers have the authority and capacity to execute and deliver this Agreement, to sell the Units, and otherwise to perform their obligations under this Agreement and any ancillary documents that Sellers deliver at the Closing (“Sellers’ Ancillary Documents”). This Agreement and Sellers’ Ancillary Documents, when executed and delivered by Sellers, will constitute valid, legal and binding obligations of Sellers, enforceable against each Seller in accordance with their respective terms, except as such enforcement may be limited by general principles of equity and by laws affecting the enforcement of creditors’ rights generally. Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will result in the breach of any term or provision of, or constitute a default under, any agreement, indenture, instrument, order, law or regulation to which any Seller is a party or by which he or she or any of the Units is bound. The

consummation of the transactions contemplated hereunder require no action by Sellers in respect of or filing with any governmental or regulatory body or any other third party.

Section 2.02 . Concerning the Units . Each Seller owns the number of Units indicated on the signature page hereto. Each of the Units is validly issued, fully paid and non-assessable and has not been issued in violation of the preemptive rights of any person. Sellers own the Units beneficially and of record, and possesses the authority and legal right to sell, assign, transfer and deliver the entire legal and beneficial ownership of the Units, free and clear of all claims, liens. pledges and other encumbrances of any kind. As of the Closing Date, no Seller has issued any options or warrants that cover any of the Units and no Seller is a party to any unitholder agreement, voting trust or other agreement that would prevent such Seller from selling the Units to Buyer as contemplated in this Agreement.

Section 2.03 . Debts; Affiliates; Related Party Contracts . To each Sellers’ knowledge, Company is not indebted to any Seller or any Affiliate of any Seller, and no Seller or an Affiliate of any Seller is indebted to Company except for the Loans. To each Sellers’ knowledge, no Seller, and no Affiliate of any Seller, has any interest in any supplier of Company or lessor of premises to Company. As used in this Agreement, an “Affiliate” of a person means (i) any legal entity of which such person is a director or has the right to appoint a director or participate in management, or of which such person owns 10% or more of the equity or voting securities, and (ii) the spouse and lineal ascendants and descendants of such person. To each Sellers’ knowledge, there are no contracts or arrangements (formal or informal, written or oral) related directly or indirectly to the business of Company between the Company and any of the Sellers or any of their Affiliates.

Section 2.04   Liability for Company Obligations . To each Sellers’ knowledge, no Seller has accepted personal liability as co-maker, guarantor or surety for any financial or contractual obligation of Company, including loan agreements, notes, leases and other contracts.

Section 2.05 . Financial Statements . Company has furnished to Buyer and Sellers a balance sheet of Company as at December 31, 2005 and an income statement of Company for the year then ended, and unaudited interim balance sheet of Company as of October 31, 2006 and the related income statement for the 10 months then ended (the “Financial Statements"). To each Sellers’ knowledge:

(a)   (i) the Financial Statements fairly present Company’s financial condition as of the dates thereof and the results of its operations for the period therein indicated in accordance with Korean generally accepted accounting principles, consistently applied, reconciled to U.S. generally accepted accounting principles; and (ii) except as indicated in the notes therein, the Financial