<PAGE>
 
                                                                     EXHIBIT 2.3


RICHARD M. PACHULSKI, ESQ., (State Bar #90073)
JAMES I. STANG, ESQ., (State Bar #94435)
BRAD R. GODSHALL, ESQ., (State Bar #105438)
DEBRA GRASSGREEN, ESQ., (State Bar #169978)
RACHELLE S. VISCONTE, ESQ., (State Bar #182158)
PACHULSKI, STANG, ZIEHL & YOUNG P.C.
10100 Santa Monica Boulevard
Suite 1100
Los Angeles, California 90067
Telephone:  (310) 277-6910

Attorneys for Debtor
and Debtor in Possession



                         UNITED STATES BANKRUPTCY COURT

                         CENTRAL DISTRICT OF CALIFORNIA



In re:

SIZZLER RESTAURANTS  
INTERNATIONAL, INC., SIZZLER
INTERNATIONAL, INC., COLLINS
PROPERTIES, INC.,  
TENLY ENTERPRISES, INC., and BUFFALO 
RANCH STEAKHOUSES, INC.,
            Debtors.
_____________________________

   __ Affects all Debtors

   __ Affects SRI Only

   __ Affects SII Only

   XX Affects Collins Only
   --

   __ Affects Tenly Only

   __ Affects Buffalo Ranch Only



______________________________



      Case No. SV 96-16075-AG

      (Jointly administered with:
      Case Nos: SV 96 -16076-AG              
                SV 96 -16077-AG
                SV 96 -16078-AG
                SV 96 -16079-AG)

      Chapter 11 cases

      COLLINS PROPERTIES, INC.'S  
      AMENDED PLAN OF     
      REORGANIZATION, AS MODIFIED


      Confirmation Hearing:
      -------------------- 

     Date:       June 2, 1997
     Time:       9:00 a.m.
     Place:      Courtroom 302
                 21041 Burbank Blvd.        
                 Woodland Hills, CA
                 91367
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
 
<S>                                                                     <C>
ARTICLE I -- DEFINITIONS ............................................    1
     A.   Definitions ...............................................    1
     B.   Rules of Interpretation, Computation of Time and
          Governing Law .............................................   11
          1.   Rules of Interpretation ..............................   11
          2.   Computation of Time ..................................   12
          3.   Governing Law ........................................   12

ARTICLE II -- ADMINISTRATIVE AND TAX CLAIMS .........................   12
     A.   Treatment of Administrative Claims ........................   12
          1.   Bar Date for Administrative Tax Claims ...............   13
          2.   Bar Date for All Other Administrative Claims .........   13
          3.   Payment of Administrative Claims, 
               Administrative Tax Claims and Priority Tax 
               Claims ...............................................   14
          4.   Statutory Fees .......................................   14

ARTICLE III -- CLASSIFICATION OF CLAIMS AND INTERESTS................   15
     A.   Nature of Class Designations...............................   15
     B.   Class Overview And Designation Of Impaired Classes
          Of Claims..................................................   15
          1.   Priority Non-Tax Claims ..............................   15
          2.   Secured Claims .......................................   16
          3.   General Unsecured Claims .............................   16
          4.   Damage Claims ........................................   16
          5.   Class 5:  The Affiliate Claims  ......................   16
          6.   Interests ............................................   16
 
ARTICLE IV -- DESIGNATION AND TREATMENT OF CLASSES OF CLAIMS.........   17
     A.   Treatment of Allowed Miscellaneous Secured Claims:
          Class 2(a), (b), (c) and (d)...............................   17
          1.   Subclasses ...........................................   17
          2.   Treatment of Mitsui Secured Claims - Class 2(a).......   17
          3.   Treatment of Matilla Secured Claim - Class 2(b).......   17
          4.   Treatment of ACG Secured Claims - Class 2(c)..........   17
     B.   Treatment of Unsecured Claims..............................   18
          1.   Class 1 - Priority Non-Tax Claims ....................   18
          2.   Class 3 - General Unsecured Claims....................   18
          3.   Class 4 - Damage Claims...............................   19
          4.   Class 5 - Affiliate Claims............................   19
     C.   Treatment Of Interests.....................................   19
 
ARTICLE V -- TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED
     LEASES..........................................................   20
     A.   Assumption.................................................   20
     B.   Rejection .................................................   21
     C.   Claims Arising From Rejection of Contracts.................   21
</TABLE>
                                       2
<PAGE>
 
<TABLE>
<S>                                                                    <C>
ARTICLE VI -- MEANS FOR IMPLEMENTATION OF PLAN ......................   22
     A.   Distributions and Plan Funding ............................   22
          1.   Source of Plan Funding ...............................   22
          2.   The ADR ..............................................   22
          3.   Rounding of Amounts ..................................   22
          4.   Name and Address of Holder ...........................   23
          5.   Corporate Governance/Retiree Benefits ................   23
          6.   Disputed Claims Reserves .............................   23
          7.   Unclaimed Property ...................................   26
          8.   De Minimis Distributions/Return of 
               Undistributed Funds ..................................   26
     B.   Services by and Fees for Professionals.....................   27
          1.   Services by Professionals and Certain Parties
               after the Effective Date .............................   27
          2.   Fees for Professionals................................   27
     C.   Litigation.................................................   28
     D.   Dissolution Of The Committee ..............................   28
 
ARTICLE VII -- MODIFICATION..........................................   28
 
ARTICLE VIII -- EFFECT OF CONFIRMATION...............................   29
     A.   Binding Effect of Confirmation.............................   29
     C.   No Limitations on Effect of Confirmation...................   29
     D.   Continuation of ADR........................................   29
     E.   Discharge of Claims and Termination of Interests...........   30
     F.   Judicial Determination of Discharge........................   30
     G.   Injunction.................................................   30
 
ARTICLE IX -- SUCCESSORS AND ASSIGNS.................................   31
 
ARTICLE X -- RETENTION OF JURISDICTION...............................   31
 
ARTICLE XI -- MISCELLANEOUS..........................................   32
     A.   Exculpation................................................   32
     B.   Severability...............................................   33
     C.   Withdrawal or Revocation of the Plan.......................   33
     D.   Headings...................................................   33
     E.   Successors and Assigns.....................................   34
     F.   Statutory Fees.............................................   34
 
ARTICLE XII -- CONFIRMATION REQUEST..................................   35
</TABLE>
                                       3
<PAGE>
 
  Collins Properties, Inc., a Delaware corporation, debtor and debtor in
possession herein, hereby proposes the following Amended Plan of Reorganization
pursuant to (S) 1121 of the Bankruptcy Code:

                                   ARTICLE I

                                  DEFINITIONS
                                  -----------
A.  DEFINITIONS
    -----------
    The following definitions will apply with respect to this Amended Plan and
the Amended Disclosure Statement.

    1.  "ACG SECURED CLAIMS". The Allowed Secured Claims of ACG Construction,
         ------------------                                                   
Inc., in an amount to be subsequently determined by the Bankruptcy Court.

    2.  "ADMINISTRATIVE AND PRIORITY CLAIMS RESERVE".  The Administrative and
         ------------------------------------------                          
Priority Claim Reserve of the Debtor for Disputed Administrative and Priority
Claims and projected and actual Administrative Claims which have not been
Allowed by the Bankruptcy Court.

    3.  "ADMINISTRATIVE CLAIM". A Claim for payment of an administrative expense
        --------------------                                                    
of a kind specified in (S) 503(b) of the Bankruptcy Code and referred to in (S)
507(a)(1) of the Bankruptcy Code, including, without limitation, the actual,
necessary costs and expenses of preserving the estate and operating the business
of the Debtor, including wages, salaries, and commissions for services rendered
after the commencement of the Case, obligations for goods and services procured
after the commencement of the Case, compensation for legal and other services
and reimbursement of expenses awarded under (S)(S) 328, 330(a), 331 of the
Bankruptcy Code and all fees and charges assessed against the Estate under
Chapter 123 of title 28 of the United States Code.

                                       1
<PAGE>
 
    4.  "ADMINISTRATIVE TAX CLAIM". An Unsecured Claim by a governmental unit
         ------------------------                                             
for taxes (and for interest or penalties related to such taxes) for the period
of any tax year which occurs or falls within the period from and including the
Petition Date through and including the Effective Date.

    5.  "ADR". The Alternative Dispute Resolution Procedure which will be
         ---                                                             
implemented prior to the Effective Date for the liquidation of Damage Claims.
The ADR will provide an orderly mechanism for the settlement, mediation or
arbitration of Damage Claims and, in some instances, the payment of Damage
Claims without further order of the Bankruptcy Court.

    6.  "AFFILIATE". The Affiliated Debtors and all other direct or indirect
         ---------                                                          
wholly or partially owned subsidiaries of SII.

    7.  "AFFILIATE CLAIM". Any Claim held by an Affiliate against Debtor.
         ---------------                                                  

    8.  "AFFILIATED DEBTORS". The Debtor, together with Buffalo Ranch, SRI, SII
         ------------------                                                     
and Tenly, all of which are debtors in related chapter 11 cases.

    9.  "ALLOWED". When used in respect of a Claim or Interest or group of
         -------                                                           
Claims or Interests, means --

       (a) if no proof of Claim or Interest has been timely filed, such amount
of the Claim or Interest or group of Claims or Interests which has been
scheduled by the Debtor as liquidated in amount and not disputed or contingent
and as to which no party in interest has filed an objection within the time
required under this Amended Plan or otherwise fixed by the Bankruptcy Court and
which Claim or Interest is not disallowed under (S)(S) 502(d) or (e) of the
Bankruptcy Code; or

                                       2
<PAGE>
 
       (b) if a proof of Claim or Interest has been filed by the Claims Bar
Date or is deemed timely filed by the Bankruptcy Court, such amount of the Claim
or Interest or group of Claims or Interests as to which any party in interest
has not filed an objection within the time required under this Amended Plan or
otherwise fixed by the Bankruptcy Court and which Claim or Interest is not
disallowed under (S)(S) 502(d) or (e) of the Bankruptcy Code; or     

       (c) such amount of the Claim or Interest or group of Claims or Interests
which is Allowed by a Final Order of the Bankruptcy Court; or

       (d) such amount of the Claim or Interest or group of Claims or Interests
which is Allowed under this Amended Plan.

  10.  "ALLOWED CLAIM".  A Claim which is Allowed.
        -------------                             

  11.  "ALLOWED CLASS ... CLAIM".  An Allowed Claim in the particular Class
        -----------------------                                            
described.

  12.  "ALLOWED INTEREST".  An Interest which is Allowed.
        ----------------                                 

  13.  "ASSETS".  All assets of the Estate including "property of the estate" as
        ------                                                                  
described in (S) 541 of the Bankruptcy Code.

  14.  "ASSIGNED PROPERTIES".  The Las Vegas Lease and Debtor's parcels of
        -------------------                                               
California real property located at 1323 N. Highland Avenue, Hollywood; 710 S.
Western Avenue, Los Angeles; 665 San Pablo Avenue, Albany; 372 Gelert Avenue,
Daly City; 1353 Willow Pass Road, Concord.

  15.  "AVOIDANCE ACTIONS".  All avoiding powers, and all rights and remedies
        -----------------                                                    
under, relating to, or similar to Bankruptcy Code (S)(S) 544, 545, 547, 548, 549
or 551, or any fraudulent conveyance, fraudulent transfer or preference laws.

  16.  "BANKRUPTCY CODE".  The Bankruptcy Code, as codified in
        ---------------                                       

                                       3
<PAGE>
 
title 11 of the United States Code, 11 U.S.C. (S) 101 et seq., including all
amendments thereto, to the extent such amendments are applicable to the Case.

  17.  "BANKRUPTCY COURT".  The United States Bankruptcy Court for the Central
        ----------------                                                      
District of California.

  18.  "BANKRUPTCY RULES".  The Federal Rules of Bankruptcy Procedure as now in
        ----------------                                                       
effect or hereafter amended and applicable to the Case.

  19.  "BUFFALO RANCH".  Buffalo Ranch Steakhouses, Inc., a California
        -------------                                                 
corporation, an affiliate of the Debtor and a debtor in a related chapter 11
case also filed on June 2, 1996.

  20.  "BUSINESS DAY".  Any day other than a Saturday, Sunday or a legal holiday
        ------------                                                            
(as defined in Bankruptcy Rule 9006(a)).

  21.  "CASE".  The case under Chapter 11 of the Bankruptcy Code commenced by
        ----                                                                 
the Debtor on June 2, 1996, pending in the Bankruptcy Court and bearing Case No.
SV 96-16077-AG.

  22.  "CASH".  Cash or cash equivalents including, but not limited to, bank
        ----                                                                
deposits, checks or other similar items.

  23.  "CFI".  Collins Food International, Pty Ltd., a Nevada corporation and
        ----                                                                 
Debtor's parent corporation.


  24.  "CLAIM".  (a) Any right to payment from the Debtor, whether or not such
        -----                                                                 
right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, or (b) any right to an equitable remedy for breach of performance if
such breach gives rise to a right of payment from the Debtor, whether or not
such right to an equitable remedy is reduced to judgment,

                                       4
<PAGE>
 
fixed, contingent, matured, unmatured, disputed, undisputed, secured, or
unsecured.

  25.  "CLAIMS BAR DATE".  The date by which a proof of a Claim or Interest was
        ---------------                                                        
or is required to be filed.  This date was previously determined by the
Bankruptcy Court for most Claims or Interests to be October 15, 1996, and
October 22, 1996 for Claims dated prior to October 15, 1996 and received by the
                                                            ---                
Bankruptcy Court by October 22, 1996, other than with respect to executory
contracts  or unexpired leases for which an order rejecting such contract or
lease is entered after September 15, 1996, and certain tax Claims.

  26.  "CLASS".  A class of Claims or Interests described in Article III of this
        -----                                                                   
Amended Plan.

  27.  "COMMITTEE".  The Official Committee of Creditors Holding Unsecured
        ---------                                                         
Claims appointed in the Case by the U.S. Trustee pursuant to (S) 1102 of the
Bankruptcy Code.

  28.  "CONFIRMATION".  The entry of the Order by the Bankruptcy Court
        ------------                                                  
confirming this Amended Plan pursuant to (S) 1129 of the Bankruptcy Code.

  29.  "CONFIRMATION DATE".  The date upon which the Bankruptcy Court enters an
        -----------------                                                      
order confirming this Amended Plan pursuant to (S) 1129 of the Bankruptcy Code.

  30.  "CONFIRMATION ORDER".  The order of the Bankruptcy Court confirming this
        ------------------                                                     
Amended Plan pursuant to (S) 1129 of the Bankruptcy Code.

  31.  "COVERAGE".  Any insurance coverage provided by an unrelated third-party
        --------                                                               
that is available for the payment of Damage Claims.

                                       5
<PAGE>
 
  32.  "CREDITOR".  The Holder of a Claim against the Debtor.
        --------                                             

  33.  "DAMAGE CLAIM".  A Claim for personal injury or property damage allegedly
        ------------                                                            
caused by the tortious acts of the Debtor or its agents.

  34.  "DEBTOR OR CPI".  Collins Properties, Inc., a Delaware corporation
        -------------                                                    
whether, as debtor or as debtor in possession, prior to the commencement of the
Case, during the pendency of the Case or following the Effective Date.

  35.  "DISCLOSURE STATEMENT".  The "Disclosure Statement in Support of Debtor's
        --------------------                                                    
Amended Plan of Reorganization" filed by the Debtor in support of this Amended
Plan which has been approved by the Bankruptcy Court, and any and all amendments
and exhibits to the Disclosure Statement.  A copy of the Disclosure Statement is
being distributed concurrently to Holders of Claims and Interests entitled to
vote on this Amended Plan.

  36.  "DISPUTED CLAIM".  A Claim or Interest as to which a proof of Claim or
        ---------------                                                      
Interest has been filed or is deemed to have been filed under applicable law or
an Administrative Claim, as to which an objection has been or is filed by the
Committee, the Debtor, or any other party in interest in accordance with this
Amended Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Local Rules,
which objection has not been withdrawn or determined by a Final Order.  Prior to
the time that an objection has been or is filed, for the purposes of this
Amended Plan, a Claim or Interest may be considered a Disputed Claim to the
extent that:  (i) the amount of a Claim or Interest specified in a proof of
claim exceeds the amount of any corresponding Claim scheduled by the Debtor in
the Schedules; (ii) any corresponding Claim scheduled by the Debtor in

                                       6
<PAGE>
 
the Schedules has been scheduled as disputed, contingent or unliquidated,
irrespective of the amount scheduled; or (iii) no corresponding Claim has been
scheduled by the Debtor in the Schedules.

  37.  "DISPUTED CLAIMS RESERVE".  An account or accounts in which the Debtor is
        -----------------------                                                 
to hold payments set aside for Disputed Claims, in accordance and to the extent
set forth in this Amended Plan.

  38.  "DISTRIBUTION".  Any transfer under this Amended Plan of Cash or other
        ------------                                                         
property or instruments to either a Holder of an Administrative Claim or a
Holder of an Allowed Claim.

  39.  "EFFECTIVE DATE".  The date, up to one year after the date the
        --------------                                               
Confirmation Order becomes a Final Order, upon which this Amended Plan becomes
effective; provided, however, that the Debtor may waive the requirement of
finality, or may elect, in its sole and exclusive discretion, to shorten the
period between Confirmation and the Effective Date, in which event the Effective
Date will be the date specified in a written Notice of Effective Date, filed by
the Debtor with the Bankruptcy Court and served upon all Creditors and parties
in interest.

  40.  "EQUITY SECURITY".  A share in the Debtor, whether or not transferable or
        ---------------                                                         
denominated "stock," and any warrant or right to purchase, sell, or subscribe to
such share.

  41.  "ESTATE".  The estate in the Case created pursuant to (S) 541(a) of the
        ------                                                                
Bankruptcy Code.

  42.  "FINAL ORDER".  An order, decree or judgment of the Bankruptcy Court, the
        -----------                                                             
operation or effect of which has not been reversed, stayed, modified or amended,
and as to which order, decree or judgment (or any revision, modification or
amendment

                                       7
<PAGE>
 
thereof), the time to appeal or seek review or rehearing has expired and as to
which no appeal or petition for review or rehearing has been taken or is
pending.

  43.  "GENERAL UNSECURED CLAIM" OR "UNSECURED CLAIM".  Any Claim against the
        --------------------------------------------                         
Debtor, however arising, e.g., from providing goods or services or from the
                         ----                                              
rejection of an executory contract or an unexpired lease, which is not an
Administrative Claim, Priority Tax Claim, Priority Non-Tax Claim, Affiliate
Claim, Damage Claim, or Secured Claim.

  44.  "HOLDER".  The holder of a Claim against or Interest in the Debtor.
        ------                                                            

  45.  "INTEREST".  An Equity Security of the Debtor.
        --------                                     

  46.  "LAS VEGAS LEASE".  Debtor's real property lease relating to 3535 South
        ---------------                                                       
Rainbow Boulevard, Las Vegas, Nevada.

  47.  "LITIGATION".  Any and all claims, demands, rights, defenses, actions,
        ----------                                                           
causes of action, suits, contracts, agreements, obligations, accounts, defenses,
offsets, powers, privileges, licenses and franchises of any kind or character
whatsoever, known or unknown, suspected or unsuspected, whether arising prior
to, on or after the Petition Date, in contract or in tort, at law or in equity,
or under any other theory of law, of the Debtor or its Estate, including but not
limited to (i) rights of setoff, counterclaim, or recoupment, and claims on
contracts or for breaches of duties imposed by law, (ii) the right to object to
Claims or Interests, (iii) claims pursuant to Bankruptcy Code (S)(S) 362, (iv)
such claims and defenses as fraud, mistake, duress and usury and (v) all
Avoidance Actions.

                                       8
<PAGE>
 
  48.  "LOCAL RULES".  The Local Bankruptcy Rules for the United States
        -----------                                                    
Bankruptcy Court for the Central District of California, as now in effect or
hereafter amended.

  49.  "MATILLA SECURED CLAIM".  The Allowed Secured Claim of Matilla
        ---------------------                                        
Contracting, Inc.

  50.  "MITSUI SECURED CLAIMS".  The Allowed Secured Claims of Mitsui Bank.
        ---------------------                                              

  51.  "PERSON".  An individual, partnership, corporation, an association, a
        ------                                                              
joint stock company, a joint venture, an estate, a trust, an unincorporated
organization, or any government or other political subdivision thereof or other
entity.

  52.  "PETITION DATE".  June 2, 1996.
        -------------                 

  53.  "PLAN".  This Amended Plan of Reorganization, including any amendments
        ----                                                                 
and modifications to this Amended Plan.

  54.  "POLICIES".  The Debtor's insurance policies that provide Coverage for
        --------                                                             
acts that occurred prior to the Petition Date.

  55.  "PRIORITY NON-TAX CLAIM".  A Claim against the Debtor that is not a
        ----------------------                                            
Secured Claim and is specified as having priority in (S)(S) 507(a)(3),
507(a)(4), 507(a)(5), and 507(a)(6) of the Bankruptcy Code, respectively.

  56.  "PRIORITY TAX CLAIM".  A Claim entitled to priority under (S) 507(a)(8)
        ------------------                                                    
of the Bankruptcy Code.

  57.  "PRO RATA".  With respect to a particular Class of Claims or Interests,
        --------                                                              
the ratio that the amount of a particular Allowed Claim or Allowed Interest in
the Class bears to the total amount of Allowed Claims or Allowed Interests in
the Class.

  58.  "REFERENCE RATE".  The rate announced by Bank of America National Trust
       ----------------                                                       
and Savings Association from time to time as its

                                       9
<PAGE>
 
"reference", "base" or "prime" lending rate or, if the Bank of America fails to
announce a "reference rate" or "base rate," the "reference rate" or "prime rate"
as articulated by three of the money center banks as published in the Wall
Street Journal from time to time.

  59.  "SCHEDULES".  The Debtor's Schedules of Assets and Liabilities, filed on
        ---------                                                              
or about July 9, 1996, as amended from time to time.

  60.  "SECURED CLAIM".  Any Claim that is secured by a lien on property in
        -------------                                                      
which the Estate has an interest or that is subject to setoff under (S) 553 of
the Bankruptcy Code, to the extent of the value of the Claim Holder's interest
in the Estate's interest in such property or to the extent of the amount subject
to setoff, as applicable, as determined pursuant to (S) 506(a) of the Bankruptcy
Code.

  61.  "SII".  Sizzler International, Inc., a Delaware corporation, the Debtor's
        ---                                                                     
indirect parent and a debtor in a related chapter 11 case also filed on June 2,
1996.

  62.  "SRI".  Sizzler Restaurants International, Inc., a Delaware corporation,
        ---                                                                    
the Debtor's affiliate and a debtor in a related chapter 11 case also filed on
June 2, 1996.

  63.  "TENLY".  Tenly Enterprises, Inc., a Pennsylvania corporation, an
        -----                                                           
affiliate of the Debtor and a debtor in a related chapter 11 case also filed on
June 2, 1996.

  64.  "U.S. TRUSTEE".  The United States Trustee, or her representative.
        ------------                                                     

  65.  "UNCLAIMED PROPERTY".  Any funds or property distributed to Creditors or
        ------------------                                                     
Holders of Interests (together with any interest

                                       10
<PAGE>
 
earned thereon) which are unclaimed as of one hundred eighty (180) days after
the Distribution.  Unclaimed Property will include, without limitation, cash,
checks, and any other property which is to be distributed pursuant to this
Amended Plan which has been returned as undeliverable without a proper
forwarding address, or which was not mailed or delivered because of the absence
of a proper address to which to mail or deliver such property.

B.   RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW
     --------------------------------------------------------------

  1.   RULES OF INTERPRETATION.  For purposes of this Amended Plan:  (a)
       -----------------------                                          
whenever from the context it is appropriate, each term, whether stated in the
singular or the plural, will include both the singular and the plural; (b) any
reference in this Amended Plan to a contract, instrument, release or other
agreement or document being in a particular form or on particular terms and
conditions means that such agreement or document will be substantially in such
form or substantially on such terms and conditions; (c) any reference in this
Amended Plan to an existing document or exhibit filed or to be filed means such
document or exhibit, as it may have been or may be amended, modified or
supplemented; (d) unless otherwise specified, all references in this Amended
Plan to sections, articles and exhibits are references to sections, articles and
exhibits of or to this Amended Plan; (e) the words "herein" and "hereto" refer
to this Amended Plan in its entirety rather than to a particular portion of this
Amended Plan; (f) captions and headings to articles and sections are inserted
for convenience of reference only and are not intended to be a part of, or to
affect, the interpretation of this Amended Plan; (g) "after notice and a
hearing," or a similar phrase has the meaning ascribed

                                       11
<PAGE>
 
in Bankruptcy Code (S) 102; (h) "includes" and "including" are not limiting; (i)
"may not" is prohibitive, and not permissive; (j) "or" is not exclusive; and (k)
United States Trustee includes a designee of the United States Trustee.

  2.   COMPUTATION OF TIME.  In computing any period of time prescribed or
       -------------------                                                
Allowed by this Amended Plan, the provisions of Bankruptcy Rule 9006(a) will
apply.

  3.   GOVERNING LAW.  Except to the extent that the Bankruptcy Code, Bankruptcy
       -------------                                                            
Rules or Local Rules are applicable, and subject to the provisions of any
contract, note, deed of trust, security agreement, instrument, release or other
agreement or document entered into in connection with this Amended Plan, the
rights and obligations arising under this Amended Plan will be governed by, and
construed and enforced in accordance with, the laws of the State of California
without giving effect to the principles of conflict of laws thereof to the same
extent that a valid and binding contract to be governed by, construed, and
enforced in accordance with the laws of the State of California without giving
effect to the principles of conflict of laws thereof would be so governed,
construed, and enforced.

                                   ARTICLE II

                         ADMINISTRATIVE AND TAX CLAIMS
                         -----------------------------

A.     TREATMENT OF ADMINISTRATIVE CLAIMS.
       ---------------------------------- 
       Notwithstanding the following, the Holder of an Administrative Claim and
the Debtor may agree to less favorable treatment of the Administrative Claim.

  1.   BAR DATE FOR ADMINISTRATIVE TAX CLAIMS.  All requests for payment of
       --------------------------------------                              
Administrative Tax Claims and for which no earlier bar

                                       12
<PAGE>
 
date has been or is established outside of this Amended Plan, such as may be
established by requesting an expedited audit under Bankruptcy Code (S) 505, must
be filed on or before the later of (i) sixty (60) days following the Effective
Date; and (ii) sixty (60) days following the filing of any required tax return
for such taxes for such year or period with the applicable governmental unit.
Any Holder of any Administrative Tax Claim that is required to file a request
for payment of such taxes and does not file such a request by the applicable bar
date will be forever barred from asserting any such Administrative Tax Claim
against the Debtor, whether any such Administrative Tax Claim is deemed to arise
prior to, on, or subsequent to the Effective Date.

  2.   BAR DATE FOR ALL OTHER ADMINISTRATIVE CLAIMS.  Requests for payment of
       --------------------------------------------                          
Administrative Claims (other than Administrative Tax Claims and statutory fees
as described below) must be filed and served on the Debtor, the Creditors'
Committee, and the U.S. Trustee no later than sixty (60) days after the
Effective Date.  Professionals or other entities requesting compensation or
reimbursement of expenses pursuant to Bankruptcy Code (S)(S) 327, 328, 330, 331,
503(b) and 1103 for services rendered prior to the Effective Date will file and
serve on all parties entitled to notice thereof, an application for final
allowance of compensation and reimbursement of expenses no later than ninety
(90) days after the Effective Date.  All such requests for payment of
Administrative Claims and applications for final allowance of compensation and
reimbursement of expenses will be subject to the authorization and approval of
the Bankruptcy Court.  Holders of Administrative Claims (including, without
limitation,

                                       13
<PAGE>
 
professionals) requesting compensation or reimbursement of expenses that do not
file such requests by the applicable bar date will be forever barred from
asserting such claims against the Debtor, Estate, or its property.  The Debtor
shall have one hundred twenty (120) days from the date an Administrative Claim
is filed to bring an objection to such Claim.

  3.   PAYMENT OF ADMINISTRATIVE CLAIMS, ADMINISTRATIVE TAX CLAIMS AND PRIORITY
       ------------------------------------------------------------------------
TAX CLAIMS.  Subject to the bar dates and other provisions set forth above, each
----------                                                                      
Holder of an unpaid Administrative Claim, Priority Tax Claim or Administrative
Tax Claim will receive Cash equal to the Allowed amount of such Claim, on the
later of (i) the Effective Date, (ii) the date such Claim would be payable in
the ordinary course of business, (iii) one hundred twenty (120) days from the
date the Claim is filed, and (iv) if a timely objection is made, the date such
Claim becomes an Allowed Claim.  If the Claim is disputed or subject to
Bankruptcy Court approval, the payment will be made on the first date on which
there is a Final Order awarding such Claim.

  4.   STATUTORY FEES.  On or as soon as practicable after the Effective Date,
       --------------                                                         
all Holders of Administrative Claims for fees payable pursuant to (S) 1930 of
title 28 of the United States Code, 28 U.S.C. (S) 1930, will receive Cash in the
amount of such Administrative Claim.  Post-confirmation fees due pursuant to 28
U.S.C. (S) 1930, if any, will be paid as and when due, until the Case is closed.

                                       14
<PAGE>
 
                                  ARTICLE III

                     CLASSIFICATION OF CLAIMS AND INTERESTS
                     --------------------------------------

A.   NATURE OF CLASS DESIGNATIONS
     ----------------------------

     The following is a designation of the Classes of Claims and Interests under
this Amended Plan.  Administrative Claims, Administrative Tax Claims and
Priority Tax Claims have not been classified and are excluded from the following
Classes in accordance with Bankruptcy Code (S) 1123(a)(1).  A Claim or Interest
will be deemed classified in a particular Class only to the extent that the
Claim or Interest qualifies within the description of that Class and, unless
otherwise provided in this Amended Plan, will be deemed classified in a
different Class to the extent that any remainder of the Claim or Interest
qualifies within the description of such different Class.  A Claim or Interest
is classified in a particular Class only to the extent that the Claim or
Interest is an Allowed Claim or Allowed Interest in that Class and has not been
paid, released or otherwise satisfied before the Effective Date.
Notwithstanding the following descriptions of the treatment of Claims,
Interests, and Classes, the Holder of a Claim or Interest which is not an
Allowed Claim or Allowed Interest may not vote upon or receive a Distribution
under this Amended Plan in respect to such Claims or Interests.

B.   CLASS OVERVIEW AND DESIGNATION OF CLASSES OF CLAIMS.
     --------------------------------------------------- 
  This Amended Plan contains the following Classes of Claims or Interests:

  1.   PRIORITY NON-TAX CLAIMS.  Class 1:  Claims against the Debtor that are
       -----------------------                                               
not Secured Claims and are specified as having priority in (S)(S) 507(a)(3),
507(a)(4), 507(a)(5), and 507(a)(6) of

                                       15
<PAGE>
 
the Bankruptcy Code, respectively, referred to and defined as Priority Non-Tax
Claims.  Priority Non-Tax Claims are unimpaired under the Amended Plan.

  2.   SECURED CLAIMS.  Class 2:  Secured Claims, if any, against the Debtor,
       --------------                                                        
with each Secured Claim being deemed a separate subclass of Class 2.  The Debtor
believes that the only Secured Claims against the Debtor are the Mitsui Secured
Claims, the Matilla Secured Claim, the ACG Secured Claims, and various Secured
Claims relating to real property taxes.  The Mitsui Secured Claims are deemed to
be in Class 2(a).  The Matilla Secured Claim is deemed to be in Class 2(b).  The
ACG Secured Claims are deemed to be in Class 2(c).  All Secured Claims relating
to real property taxes are deemed to be in Class 2(d).  Secured Claims are
unimpaired under the Amended Plan.

  3.   GENERAL UNSECURED CLAIMS.  Class 3:  All Claims against the Debtor that
       ------------------------                                               
are not included in any other Class.  Class 3 General Unsecured Claims are
unimpaired under the Amended Plan.

  4.   DAMAGE CLAIMS.  Class 4:  All Class 4 Damage Claims but only to the
       -------------                                                      
extent that such claims are to be paid from the Coverage.  To the extent that
all or a portion of a Damage Claim is not covered by the Policies, then such
uncovered portion of the Damage Claim will be treated as a Class 3 Claim.
Damage Claims are impaired under this Amended Plan.

  5.   CLASS 5:  THE AFFILIATE CLAIMS.  Affiliate Claims are impaired under this
       ------------------------------                                           
Amended Plan.

  6.   INTERESTS.  Class 6:  Interests in the Debtor.  Interests are unimpaired
       ---------                                                               
under the Amended Plan.

                                       16
<PAGE>
 
                                  ARTICLE IV

                 DESIGNATION AND TREATMENT OF CLASSES OF CLAIMS
                 ----------------------------------------------

A.   TREATMENT OF ALLOWED MISCELLANEOUS SECURED CLAIMS: CLASS 2(a), (b), 
     -------------------------------------------------------------------
     (c) AND (d).
     ----------- 
  Class 2 Claims are unimpaired under this Amended Plan.

  1.   SUBCLASSES.  Each Allowed Class 2 Claim will be in its own subclass.
       ----------                                                           
Each such Claim in this Class will be treated as being in a separate Class for
voting purposes.

  2.   TREATMENT OF MITSUI SECURED CLAIMS - CLASS 2(a).  Debtor shall cure any
       -----------------------------------------------                        
default that occurred prior to the Effective Date under applicable law or under
the instruments establishing the Mitsui Secured Claims.  Upon such cure, the
original maturity of the Mitsui Secured Claims shall be reinstated as such
maturity existed before any default by Debtor with respect to the Mitsui Secured
Claims.  Except as so provided above, the Amended Plan leaves unaltered the
legal, equitable and contractual rights to which the Mitsui Secured Claims
entitle the Holder of such Claims.

  3.   TREATMENT OF MATILLA SECURED CLAIM - CLASS 2(b).  The Matilla Secured
       -----------------------------------------------                      
Claim is disputed in amount.  The Matilla Secured Claim shall be paid in full on
the first day following a Final Order determining the Allowed amount of such
Secured Claim.

  4.   TREATMENT OF ACG SECURED CLAIMS - CLASS 2(c).  The ACG Secured Claims are
       --------------------------------------------                             
disputed in amount.  The ACG Secured Claims shall be satisfied from a fund of
$23,000 set aside by Debtor on the Effective Date.  The ACG Secured Claim shall
be paid in full from this fund on the first day following a Final Order
determining the Allowed amount of such Secured Claim.

                                       17
<PAGE>
 
  5.  TREATMENT OF SECURED CLAIMS RELATING TO REAL PROPERTY TAXES.  Debtor shall
      -----------------------------------------------------------               
satisfy in full all Secured Claims relating to real property taxes on the
Effective Date of the Amended Plan.  Such Secured Claims shall accrue interest
through the Effective Date at the rate permitted by applicable non-bankruptcy
law.

B.   TREATMENT OF UNSECURED CLAIMS.
     ----------------------------- 

  1.   CLASS 1 - PRIORITY NON-TAX CLAIMS.  Class 1 Claims are unimpaired under
       ---------------------------------                                      
this Amended Plan.  Unless an Allowed Class 1 Claim Holder and the Debtor agree
to less favorable treatment, a Holder of a Class 1 Claim will receive the amount
of its Allowed Claim on the later of the Effective Date or the first date on
which there is a Final Order providing that such Claim is Allowed.  The Allowed
amount of Class 1 Claims shall include interest at the rate of five percent (5%)
accruing subsequent to the Petition Date through the Effective Date.  To the
extent a Class 1 Claim is a Disputed Claim and therefore is not paid on the
Effective Date, but subsequently becomes an Allowed Claim, such Allowed Claim
shall accrue interest from the Effective Date at the Reference Rate plus one
percent (1%).

  2.   CLASS 3 - GENERAL UNSECURED CLAIMS.  Class 3 Claims are unimpaired under
       ----------------------------------                                      
this Amended Plan.  Unless an Allowed Class 3 Claim Holder and the Debtor agree
to less favorable treatment, a Holder of a Class 3 Claim will receive the amount
of its Allowed Claim on the later of the Effective Date or the first date on
which there is a Final Order providing that such Claim is Allowed.  The Allowed
amount of Class 3 Claims shall include interest at the rate of five percent (5%)
accruing subsequent to the Petition Date through the Effective Date.  To the
extent a Class 3 Claim is a

                                       18
<PAGE>
 
Disputed Claim and therefore is not paid on the Effective Date, but subsequently
becomes an Allowed Claim, such Allowed Claim shall accrue interest from the
Effective Date at the Reference Rate plus one percent (1%).

  3.   CLASS 4 - DAMAGE CLAIMS.  Class 4 Claims are impaired under this Amended
       -----------------------                                                 
Plan.

       a.   LIQUIDATION.  Class 4 Damage Claims will be subjected to the ADR
            -----------                                                     
process, either prior to or after the Effective Date which is designed to
produce a settlement with respect to such Damage Claim.  If unsuccessful, the
Holder of a Damage Claim may obtain relief from the Bankruptcy Court to pursue
the Damage Claim in an appropriate non-bankruptcy forum.

       b.   PAYMENT.  In accordance with the procedures to be implemented
            -------                                                      
through the ADR, if a Damage Claim becomes an Allowed Claim, it will be paid
first from third party sources, including any applicable Coverage from which
Holders of Damage Claims may be entitled to recover all or part of the Allowed
amount of their Claims.  To the extent that the Coverage ultimately proves
insufficient, any deficiency will receive treatment as a Class 3 General
Unsecured Claim.

  4.   CLASS 5 - AFFILIATE CLAIMS.  The Holders of Class 5 Claims shall take
       --------------------------                                           
nothing under the Amended Plan.

C.   TREATMENT OF INTERESTS.
     ---------------------- 
  Interests are unimpaired under Amended Plan.  CFI shall retain its Interest in
Debtor under this Amended Plan.

                                       19
<PAGE>
 
                                   ARTICLE V

                        TREATMENT OF EXECUTORY CONTRACTS

                              AND UNEXPIRED LEASES
                              --------------------
A.     ASSUMPTION.
       ---------- 
       The unexpired leases and subleases in respect of the addresses listed on
Exhibit "A" to this Amended Plan, as well as Debtor's Las Vegas Lease, shall be
assumed as of the Effective Date and the amount, if any, which is necessary to
cure defaults (if any) under such unexpired leases pursuant to Bankruptcy Code
(S) 365 shall be as set forth on Exhibit "A".  Any reference to a real property
location on Exhibit "A" shall be deemed to include an assumption of all leases
and subleases relating to such location.  The assumption of any executory
contract and unexpired lease shall be deemed to include an assumption of such
lease or contract as such lease or contract may have been amended or modified at
any time.  Debtor reserves the right to amend Exhibit "A".  The Confirmation
Order shall constitute an order of the Bankruptcy Court (a) approving the
assumption of the executory contracts and unexpired leases listed on Exhibit "A"
to this Amended Plan and (b) fixing the "cure" amount with respect to any
defaults by Debtor under such contracts prior to Confirmation.  In the event
that the non-debtor party to an assumed executory contract or unexpired lease
does not timely object, the Confirmation Order shall be binding on such Person
as to the amount of any default under such contract or lease.  Any monetary
amounts found by the Court to be in default shall be satisfied, pursuant to (S)
365(b) of the Bankruptcy Code, by payment by Debtor of the default amount in
Cash not later than thirty (30) days following the Effective Date.  In the event
of any dispute

                                       20
<PAGE>
 
concerning any conditions to assumption of an executory contract or unexpired
lease established by (S) 365 of the Bankruptcy Code, the cure payments required
by the Bankruptcy Code shall be made only following the entry of a Final Order
resolving the dispute.

B.     REJECTION.
       --------- 
       Except as otherwise provided herein, on the Effective Date, all executory
contracts and leases to which the Debtor or the Estate was a party on or prior
to Confirmation, and which have not been assumed by the Debtor or assumed and
assigned to a third party pursuant to Bankruptcy Code (S) 365, will be rejected
pursuant to Bankruptcy Code (S)(S) 365 and 1123, to the extent, if any, that
such contract or lease constitutes an executory contract or unexpired lease, and
without conceding that such contracts or leases constitute executory contracts
or unexpired leases or that the Debtor has any liability thereunder.   The
Confirmation Order will constitute an order of the Bankruptcy Court approving
all such rejections, pursuant to Bankruptcy Code (S) 365, as of the date of
Confirmation.

C.     CLAIMS ARISING FROM REJECTION OF CONTRACTS.
       ------------------------------------------ 

       Any Claim for damages arising from the rejection hereunder or under
Bankruptcy Code (S) 365 of an executory contract or unexpired lease of the
Debtor that has not been assumed pursuant to a prior order of the Bankruptcy
Court, pursuant to this Amended Plan or under Bankruptcy Code (S) 365: (1) will
be determined and allowed or disallowed under Bankruptcy Code (S) 502(g), and,
to the extent Allowed, will be classified in the appropriate Class; and (2) will
be unenforceable against the Debtor, the Disbursing Agent or the Estate and
their respective property and will be forever barred

                                       21
<PAGE>
 
from receiving any Distribution under this Amended Plan unless a proof of such
Claim is filed prior to the later of (1) the Claims Bar Date and (2) the first
business day that is thirty (30) days after rejection of a contract or lease.
Notwithstanding the rejection of any executory contract or unexpired lease at
any time during this Case, the Debtor, reserves all rights and defenses which
the Debtor or Estate may have or have had against the parties to such contracts
and leases.

                                   ARTICLE VI

                    MEANS FOR IMPLEMENTATION OF AMENDED PLAN
                    ----------------------------------------

A.   DISTRIBUTIONS AND AMENDED PLAN FUNDING.
     -------------------------------------- 

     1.   SOURCE OF AMENDED PLAN FUNDING.  Such funding as may be necessary to
          ------------------------------                                      
fully execute this Amended Plan will be provided from the Debtor's available
Cash on the Effective Date, the liquidation of certain of Debtor's assets and,
for Class 4 Claims only, the Coverage.

     2.   THE ADR.  The Debtor, together with SRI, SII, Buffalo Ranch and Tenly,
          -------                                                               
has or will request that the Court establish the ADR for the liquidation and
payment of Damage Claims.  The ADR will be implemented during the Case but will
continue after Confirmation. It is anticipated that, under the ADR, each Damage
Claim will be subjected to a process designed to produce a settlement with
respect to such Claim.  If unsuccessful, the Holder of a Damage Claim may then
obtain relief from the Bankruptcy Court to pursue the Claim in an appropriate
non-bankruptcy forum.

     3.   ROUNDING OF AMOUNTS.   Notwithstanding anything to the contrary in 
          -------------------    -------------------------------------------
this Amended Plan, any Person responsible for Distribution of funds under this
-----------------                                                             
Amended Plan or any Amended Plan

                                       22
<PAGE>
 
agreement may round all amounts for Distributions of Cash hereunder to Holders
of Allowed Claims or Administrative Claims to the nearest whole dollar amount.

  4.   NAME AND ADDRESS OF HOLDER.  For purposes of all Distributions under this
       --------------------------                                               
Amended Plan or any Amended Plan Agreement, the Debtor or other Person
responsible for such Distributions will be entitled to rely on the name and
address of the Holder of each Allowed Claim or Interest as shown on any timely
filed proof of Claim and, if none, as shown on Debtor's schedules, except to the
extent that the payor first receives adequate written notice of a transfer or
change of address, properly executed by the Holder or its authorized agent.

  5.   CORPORATE GOVERNANCE/RETIREE BENEFITS.  On the Effective Date, Debtor's
       -------------------------------------                                  
existing articles of incorporation and bylaws shall remain as currently in
effect, except for the inclusion of a prohibition on the issuance of non-voting
equity securities.  Debtor will continue with the payment of all retiree
benefits at existing levels.

  6.   DISPUTED CLAIMS RESERVES.
       ------------------------ 

       a.   If a Disputed Claim is not resolved prior to the Effective Date, the
Debtor may file a request:  (1) that the Bankruptcy Court determine, by
estimating the Claims or otherwise, that an amount less than the amounts of the
Disputed Claims is to be used for calculating the amounts to be placed in the
Disputed Claims Reserves for certain Disputed Claims or anticipated Disputed
Claims pending resolution of such Claims or further Bankruptcy Court order; and
(2) that the Bankruptcy Court confirm that the

                                       23
<PAGE>
 
amount of the Disputed Claim so determined also is to be used for calculations
as among Disputed Claims.

       b.     From and after the Effective Date, the Debtor may periodically
file requests that the Bankruptcy Court confirm, determine, supplement or amend
prior determinations of the amounts to be used for calculating the amounts to be
placed in the respective Disputed Claims Reserve for Disputed Claims (which
determinations may require estimations of certain Claims).

       c.     After the Effective Date, Debtor shall be the only Person with
authority to object to Claims against Debtor.  Any objections to Claims and
Interests must be filed with the Court on or before January 1, 1998.

       d.   Notwithstanding all references to Allowed Claims in this Amended
            ----------------------------------------------------------------
Plan, in undertaking the calculations concerning Allowed Claims or
----                                                              
Administrative Claims under this Amended Plan in connection with the
determination of the amount of Distributions due to the Holders of Allowed
Claims and Administrative Claims, each Disputed Claim (or anticipated Claim
which, if and when filed, will become a Disputed Claim) will be treated as if it
were an Allowed Claim or Allowed Administrative Claim, unless the Bankruptcy
Court has previously estimated the Claim at a lower amount.

       e.   The Debtor will establish (i) an Administrative and Priority Claims
Reserve for Disputed Priority Tax Claims and projected or actual Administrative
Claims which have not been Allowed by the Bankruptcy Court and (ii) a Disputed
Claims Reserve for any Claims which Debtor disputes but which have not been
Allowed by the Bankruptcy Court.  Inasmuch as Class 4 Damage Claims

                                       24
<PAGE>
 
are covered by the Policies, no reserves will be established for Disputed Class
4 Claims.  The Distributions due in respect of Administrative Claims and
Disputed Claims based on the calculations required by this Amended Plan will be
reserved for the Holders of Disputed and Administrative Claims and deposited in
the appropriate Disputed Claims Reserve or the Administrative and Priority
Claims Reserve respectively.

       f.   After an objection to a Disputed Claim is withdrawn or determined by
Final Order, the Distributions due on account of any Claim will be paid by the
appropriate Person hereunder.  Such Distribution will be made no later than the
time provided in this Amended Plan of the next payment for Claims or
Administrative Claims of the Class or type of the Claim or Administrative Claim
of such Holder and, if there is no such further scheduled time, within forty-
five (45) days of the date the Disputed Claim becomes an Allowed Claim or
authorized Administrative Claim.

       g.   For Disputed Claims which, if Allowed, would have been Claims in
Class 3, after an objection to such a Disputed Claim is sustained in whole or in
part by a Final Order, any amount held in the Disputed Claims Reserve in respect
of the particular Disputed Claim in excess of the Distributions due on account
of any resulting Allowed Claim will be held for Pro Rata payment to other
members of Class 3, which payment will be made at the time of, and applied
against the next scheduled payment for Holders of Class 3 Claims and, if there
is no such further scheduled time, within forty-five (45) days of the date the
Disputed Claim is resolved.

       h.   In the event (i) monies are held by the Debtor in respect of a
Disputed Claim, (ii) Debtor's objection to such

                                       25
<PAGE>
 
Disputed Claim is sustained, and (iii) all other allowed Class 3 Claims have
been satisfied in full pursuant to the terms of this Amended Plan, then (iv) the
Debtor shall promptly return the monies held in such Disputed Claims Reserve and
all other undisbursed funds to the Debtor.

  7.   UNCLAIMED PROPERTY.  Any Cash or other property which is unclaimed for
       ------------------                                                    
one hundred eighty (180) days after the Distribution was sent by mail to the
last known mailing address of the Person entitled thereto as provided in this
Amended Plan will be deemed paid to such entitled Person, for the purpose of
determining that Person's rights.  Any Person that does not claim its
Distribution within one hundred eighty (180) days will receive no future
distribution under the plan.  Unclaimed Property resulting from a Distribution
to the Holder of a Claim in Class 3 will be held by the Debtor for Pro Rata
payment to other members of Class 3, which payment will be made at the time of
the next scheduled payment for Class 3 Claims and, if there is no such further
scheduled time, within forty-five (45) days of the date of the Distribution or
payment.

  8.   DE MINIMIS DISTRIBUTIONS/RETURN OF UNDISTRIBUTED FUNDS.  Notwithstanding
       ------------------------------------------------------   ---------------
anything to the contrary contained in this Amended Plan, the Debtor need not
-------------------------------------------------------                     
disburse Cash to the Holder of an Allowed Claim if the amount of Cash otherwise
due is less than Five Dollars ($5.00).  Cash not so distributed may be reserved
for the Claim Holder until in excess of Five Dollars ($5.00) is owed such Claim
Holder.  When and if the Debtor determines in good faith that nothing more is
due hereunder to the Holders of Class 3 Claims,

                                       26
<PAGE>
 
then such undisbursed funds will be promptly returned by the Debtor to the
Debtor's general accounts.

B.   SERVICES BY AND FEES FOR PROFESSIONALS.
     -------------------------------------- 

     1.  SERVICES BY PROFESSIONALS AND CERTAIN PARTIES AFTER THE EFFECTIVE DATE.
         ----------------------------------------------------------------------
 
         The Debtor retained professionals who provided services and incurred
expenses during the Bankruptcy Case.  After the Effective Date, the
professionals retained by the Debtor may be among the Persons assisting in the
effectuation of this Amended Plan.

     2.  FEES FOR PROFESSIONALS.
         ---------------------- 

         a.   PRIOR TO THE EFFECTIVE DATE.
              --------------------------- 
              (1) GENERALLY.  Fees and expenses for the professionals retained
                  --------- 
by the Committee or the Debtor for services rendered and costs incurred after
the Petition Date and prior to the Effective Date, will be fixed by the
Bankruptcy Court after notice and a hearing and such fees and expenses will be
paid (less deductions for any and all amounts thereof already paid to such
Persons) after approval by the Bankruptcy Court to the extent so approved and as
provided in this Amended Plan.

         b.   FROM THE EFFECTIVE DATE.  Fees owing for services rendered and 
              -----------------------                                        
cost incurred and owing on and after the Effective Date by the professionals
retained by the Debtor will be paid by the Debtor from the funds held by the
Debtor twenty (20) days after submission of a bill therefor to the Debtor, if
there is no objection within such time. If there is such an objection, the fees
and expenses will be fixed by the Bankruptcy Court after notice and a hearing.
The Bankruptcy Court will retain

                                       27
<PAGE>
 
jurisdiction until the Case is closed, to determine disputed post-Effective Date
fees of professionals.

C.     LITIGATION.
       ---------- 

       1.   The Debtor may commence or advance any Litigation following the
Effective Date.

       2.   Except as otherwise set forth in this Amended Plan, the Debtor may,
but will not be required to, set off against any Claim and the Distributions to
be made pursuant to this Amended Plan in respect of such Claim, any Litigation
it may have against the Holder of the Claim, but neither the failure to do so
nor the allowance of any Claim hereunder will constitute a waiver or release of
any such Litigation, setoff or recoupment which the Debtor may have against such
Holder.

       3.   Unless threatened or pending Litigation against a Creditor or other
Person is expressly waived, relinquished, released, compromised or settled in
this Amended Plan or in a Final Order, all rights with respect to such
Litigation are reserved and the Debtor may pursue such Litigation.

D.   DISSOLUTION OF THE COMMITTEE.
     ---------------------------- 
     The Committee will be automatically dissolved and the members so released 
and discharged upon the Effective Date.

E.   TRANSFER OF ASSIGNED PROPERTIES.
     ------------------------------- 
     As soon as practicable on or following the Effective Date, Debtor shall
deed the Assigned Properties to Sizzler Real Property USA, Inc., a Delaware
corporation.

                                       28
<PAGE>
 
                                  ARTICLE VII

                                  MODIFICATION
                                  ------------

     Pursuant to the provisions of (S) 1127 of the Bankruptcy Code, the Debtor
reserves the right to modify or alter the provisions of this Amended Plan at any
time prior or subsequent to Confirmation.

                                  ARTICLE VIII

                             EFFECT OF CONFIRMATION
                             ----------------------

A.   BINDING EFFECT OF CONFIRMATION.
     ------------------------------ 
     Confirmation will bind the Debtor, all Creditors, Interest Holders and
other parties in interest to the provisions of this Amended Plan whether or not
the Claim or Interest of such Creditor or Interest Holder is impaired under this
Amended Plan and whether or not such Creditor or Interest Holder has accepted
this Amended Plan.

B.   VESTING OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS.
     --------------------------------------------------------------- 
     Except as otherwise provided in this Amended Plan or in the Confirmation
Order, upon the Effective Date, title to all Assets and property of the Debtor,
and all property of the Estate, including, pursuant to (S) 1123(b)(3)(b) of the
Bankruptcy Code, each and every claim, demand or cause of action which the
Debtor had or had power to assert immediately prior to Confirmation, will revest
in the Debtor, free and clear of all liens, Claims and Interests of Holders of
Claims and Interests.  Thereafter, the Debtor will hold these assets without
further jurisdiction, restriction or supervision of the Bankruptcy Court.

                                       29
<PAGE>
 
C.   NO LIMITATIONS ON EFFECT OF CONFIRMATION.
     ---------------------------------------- 
     Nothing contained in this Article VIII will limit the effect of
Confirmation as described in (S) 1141 of the Bankruptcy Code.

D.   CONTINUATION OF ADR.
     ------------------- 
     Notwithstanding Confirmation, the Holder of any Damage Claim that is
unliquidated in amount must first exhaust the remedies in the ADR before making
a request, from this Court, to pursue its Claim in an appropriate non-bankruptcy
forum.

E.   DISCHARGE OF CLAIMS AND TERMINATION OF INTERESTS.
     ------------------------------------------------ 
     The rights afforded under the Amended Plan and the treatment of Claims
under the Amended Plan will be in exchange for and in complete satisfaction,
discharge, and release of all Claims.  Confirmation of the Amended Plan shall
discharge Debtor from all Claims that arose before the Confirmation Date and all
Claims of all kinds specified in (S)(S) 502(g), (h) and (i) of the Bankruptcy
Code, whether or not a proof of Claim is filed or deemed filed, or the Holder of
such Claim based on such debt has accepted the Amended Plan.

F.   JUDICIAL DETERMINATION OF DISCHARGE.
     ----------------------------------- 
     As of the Confirmation Date, except as provided in the Amended Plan, all
Persons shall be precluded from asserting against Debtor any other or further
Claims, debts, rights, causes of action, liabilities, or equity interests based
on any act, omission, transaction or other activity of any kind or nature that
occurred before the Confirmation Date, and the Confirmation Order shall be a
judicial determination of discharge of all Claims against Debtor pursuant to
(S)(S) 524 and 1141 of the Bankruptcy Code, and shall void

                                       30
<PAGE>
 
any judgment obtained or entered against Debtor at any time, to the extent the
judgment relates to discharged Claims.

G.   INJUNCTION.
     ---------- 
     As of the Confirmation Date, all Persons that have held, currently hold or
may hold a Claim or other debt or liability that is discharged or an Interest or
other right of an equity security Holder that is terminated pursuant to the
Amended Plan are permanently enjoined from taking any of the following actions
on account of such discharged Claims, debts, or liabilities or terminated
Interests or rights: (a) commencing or continuing in any manner any action or
other proceeding against Debtor or its property, (b) enforcing, attaching,
collecting or recovering in any manner any judgment, award, decree, or other
against Debtor or its property, (c) creating, perfecting or enforcing any lien
or encumbrance against Debtor or its property, (d) asserting a right of
subrogation or recoupment of any kind against any debt, liability or obligation
due to Debtor or its property, and (e) commencing or continuing any action that
does not comply with or is inconsistent with the provisions of the Amended Plan.

                                   ARTICLE IX

                             SUCCESSORS AND ASSIGNS
                             ----------------------
     This Amended Plan and the provisions hereof will be binding upon the Debtor
and its successors and assigns.

                                   ARTICLE X

                           RETENTION OF JURISDICTION
                           -------------------------
     Notwithstanding Confirmation, the Bankruptcy Court will retain jurisdiction
for all of the following purposes plus such other purposes as may be provided by
the Bankruptcy Code:

                                       31
<PAGE>
 
     1.   The determination of the allowability and amount of Claims;

     2.   The determination of requests for payment of Claims entitled to
priority under (S) 507(a)(1) of the Bankruptcy Code;

     3.   The resolution of any disputes regarding the interpretation,
enforcement, breach, performance and/or a default under this Amended Plan;

     4.   The implementation, execution or consummation of the provisions of
this Amended Plan (and any dispute with regard thereto) and entry of orders in
aid of consummation or enforcement of this Amended Plan, including without
limitation, appropriate orders to effect the provisions of this Amended Plan and
to protect the Debtor from Creditors' actions;

     5.   The modification of this Amended Plan pursuant to (S) 1127 of the
Bankruptcy Code;

     6.   The adjudication of any cause of action or claim for relief, including
Avoidance Actions, brought by the Debtor, or on the Debtor's behalf, as
appropriate;

     7.   The consideration of requests by Holders of Damage Claims to liquidate
their Claims in an appropriate non-bankruptcy forum in the event that such
Holders of Damage Claims cannot resolve their Claims through the ADR;

     8.   The implementation of the ADR;

     9.   The sale of property by the Debtor free and clear of liens, security
interests or interests of others pursuant to Bankruptcy Code (S) 363; and

     10.  The entry of a final decree closing this Chapter 11 Case.

                                       32
<PAGE>
 
                                  ARTICLE XI

                                 MISCELLANEOUS
                                 -------------

A.   GOOD FAITH.
     ---------- 
     Confirmation of the Plan shall constitute a finding that:  (i) this Plan
has been proposed in good faith and in compliance with applicable provisions of
the Bankruptcy Code; and (ii) the solicitation of acceptances or rejections of
this Plan by all Persons and the offer, issuance, sale, or purchase, of a
security offered or sold under the Plan has been in good faith and in compliance
with applicable provisions of the Bankruptcy Code.  Accordingly, on the
Effective Date each of the officers and directors of the Debtor, and the members
of the Committee and each of their respective advisors and attorneys, effective
as of the Effective Date, will be deemed exculpated by Holders of Claims against
and Interests in the Debtor and other parties in interest to the Case, from any
and all claims, causes of action and other assertions of liability (including,
without limitation, breach of fiduciary duty), arising out of or related to the
Debtor, the Case or the exercise by such entities of their functions as members
of or advisors to or attorneys for any such individuals or committee or
otherwise under applicable law, in connection with or related to the Case and
the formulation, negotiation, preparation, dissemination, Confirmation and
consummation of this Plan and any agreement, instrument or other document issued
hereunder or related hereto.

B.   SEVERABILITY.
     ------------ 
     Should the Bankruptcy Court determine, prior to the Confirmation Date, that
any provision of the Amended Plan is

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<PAGE>
 
illegal as written or as applied to any Claim or Interest, as the case may be,
such provision shall be either unenforceable generally or as applied to such
Claim or Interest.  A determination of unenforceability shall in no respect
limit or affect the enforceability and operative effect of any other provision
of the plan or of that provision as applied to other Claims or Interests.

C.   WITHDRAWAL OR REVOCATION OF THE AMENDED PLAN.
     -------------------------------------------- 
     Debtor reserves the right to revoke or withdraw the Amended Plan prior to
the Confirmation Date.  If Debtor should revoke or withdraw the Amended Plan,
then the Amended Plan shall be null and void, and nothing contained in the
Amended Plan shall constitute a waiver or release of any Claims by or against,
or any Interests in Debtor, or prejudice in any manner the rights of Debtor.

D.   HEADINGS.
     -------- 
     The heading of the Articles and sections of the Amended Plan are for
convenience only and shall in no way affect the interpretation of its
provisions.

E.   SUCCESSORS AND ASSIGNS.
     ---------------------- 
     The rights, benefits and obligations of any Person referred to in the
Amended Plan shall be binding on, and shall inure to the benefit of, the heirs,
executors, administrators, successors and assigns of such Persons.

F.   STATUTORY FEES.
     -------------- 
     All fees payable pursuant to 28 U.S.C. (S) 1930 shall be paid by the Debtor
on or before the Effective Date; except that fees, if any, incurred pursuant to
28 U.S.C. (S) 1930(a)(6) shall be paid quarterly until the Case is dismissed,
converted or closed.

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<PAGE>
 
                                  ARTICLE XII

                              CONFIRMATION REQUEST
                              --------------------

     The Debtor hereby requests that the Bankruptcy Court confirm this Amended
Plan pursuant to (S) 1129(a) of the Bankruptcy Code, and, if necessary, pursuant
to (S) 1129(b) of the Bankruptcy Code.

Dated: May 29, 1997           COLLINS PROPERTIES, INC.,
                              a Delaware corporation


                              By: /s/ Christopher Thomas
                                  ----------------------
                                    CHRISTOPHER THOMAS
                                    President and Chief
                                    Financial Officer

PRESENTED BY:

PACHULSKI, STANG, ZIEHL & YOUNG, P.C.



By: /s/ BRAD R. GODSHALL
    ------------------------
     BRAD R. GODSHALL,
     Attorneys for Debtor and
     Debtor in Possession

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