<PAGE>
                                  EXHIBIT 2.2

                         UNITED STATES BANKRUPTCY COURT

                          SOUTHERN DISTRICT OF FLORIDA

In re:                                     )
                                           )  Case No. 02-20382-BKC-RBR
ROADHOUSE GRILL, INC.,                     )  Chapter 11 Case
                                           )
      Debtor.                              )
----------------------------------------   )


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                      DEBTOR'S SECOND AMENDED AND RESTATED
                  CHAPTER 11 PLAN OF REORGANIZATION AS MODIFIED

                              DATED: JUNE 12, 2002

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KILPATRICK STOCKTON LLP                         KILPATRICK STOCKTON LLP

Co-Counsel for the                      Co-Counsel for the
  Debtor-in-Possession                    Debtor-in-Possession
Gerald A. Jeutter, Jr., Esq.            Alfred S. Lurey, Esq.
3737 Glenwood Avenue, Suite 400         Melinda Marbes, Esq.
Raleigh, NC 27612                               1100 Peachtree Street
Telephone:  (919) 420-1700                      Suite 2800
Facsimile:  (919) 420-1800                      Atlanta, GA 30309
                                                Telephone:  (404) 815-6500
                                                Facsimile:  (404) 815-6555


BERGER SINGERMAN, P.A.                          BERGER SINGERMAN, P.A.

Co-Counsel for the                              Co-Counsel for the
  Debtor-in-Possession                            Debtor-in-Possession
Paul Steven Singerman, Esq.                     Leslie Gern Cloyd, Esq.
Brian Rich, Esq.                        350 E. Las Olas Boulevard, Suite 1000
200 S. Biscayne Boulevard, Suite 1000   Fort Lauderdale, FL 33301
Miami, FL 33131                         Telephone:  (954) 525-9900
Telephone: (305) 755-9500                       Facsimile:  (954) 523-2872
Facsimile: (305) 714-4340


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                                TABLE OF CONTENTS

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TABLE OF CONTENTS.............................................................      i


INTRODUCTION..................................................................      1


ARTICLE I ............................DEFINITIONS, INTERPRETATION AND EXHIBITS      1

    Section 1.01...................................................Definitions      1
    Section 1.02.......................................Rules of Interpretation      14
    Section 1.03.............................................Time Computations      14
    Section 1.04......................................................Exhibits      14

ARTICLE II..............................CLASSIFICATION OF CLAIMS AND INTERESTS      14

    Section 2.01.....................................................Generally      14
    Section 2.02...........................................Unclassified Claims      14
    Section 2.03............................................Unimpaired Classes      15
    Section 2.04.............................Impaired Classes Entitled to Vote      15
    Section 2.05.........................Impaired Classes Not Entitled to Vote      17

ARTICLE III........PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS AND INTERESTS      17

    Section 3.01..........................Satisfaction of Claims and Interests      17
    Section 3.02...Classes of Unclassified, Unimpaired and Impaired Claims and
                 Interests....................................................      17
    Section 3.03.................................Administrative Expense Claims      18
    Section 3.04...........................................Priority Tax Claims      19
    Section 3.05...............................Class 1 Priority Non-Tax Claims      19
    Section 3.06................................................Secured Claims      20
    Section 3.07............................Class 3.1 Claims: Unsecured Claims      39
    Section 3.08...................................Class 4 (Securities Claims)      41
    Section 3.09.........................Class 5 (Old Common Stock Interests).      41
    Section 3.10....................................Class 6 (Other Interests).      41

ARTICLE IV.................................................FUNDING OF THE PLAN      41

    Section 4.01.......................................Effective Date Payments      41

ARTICLE V ACCEPTANCE OR REJECTION OF THE PLAN; CRAMDOWN.......................      42

    Section 5.01..................Acceptance by an Impaired Class of Creditors      42
    Section 5.02...........Acceptance by an Impaired Class of Interest Holders      42
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    Section 5.03................................................Voting Classes      42
    Section 5.04...........................................One Vote Per Holder      43
    Section 5.04......................................................Cramdown      43

ARTICLE VI...................PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN      43

    Section 6.01.......................................Timing of Distributions      43
    Section 6.02......................................Distribution Record Date      43
    Section 6.03.....................................Delivery of Distributions      44
    Section 6.04..................................Method of Cash Distributions      44
    Section 6.05...................................Failure to Negotiate Checks      44
    Section 6.06.......................................Unclaimed Distributions      44
    Section 6.07.............................Limitation on Distribution Rights      45
    Section 6.08.............................Denominations of New Common Stock      45
    Section 6.09..............................Compliance With Tax Requirements      45
    Section 6.10......................................De Minimis Distributions      45
    Section 6.10.......................................................Setoffs      45
    Section 6.12......................Documentation Necessary to Release Liens      45
    Section 6.13.............Allocation Between Principal and Accrued Interest      46
    Section 6.15...........................Saturday, Sunday and Legal Holiday.      46

ARTICLE VII..........EXECUTORY CONTRACTS AND UNEXPIRED LEASES; INDEMNIFICATION
     OBLIGATIONS; BENEFIT PROGRAMS............................................      46

    Section 7.01.........Treatment of Executory Contracts and Unexpired Leases      46
    Section 7.02..................................Claims for Rejection Damages      46
    Section 7.03...............Objections to and Treatment of Rejection Claims      47
    Section 7.04.....Executory Contracts and Unexpired Leases Entered Into and
                 Other Obligations Incurred After the Petition Date...........      47
    Section 7.05..............................................Benefit Programs      47
    Section 7.06.........................................Employment Agreements      48

ARTICLE VIII..............................MEANS FOR IMPLEMENTATION OF THE PLAN      48

    Section 8.01..............................................Corporate Action      48
    Section 8.02..................................Issuance of New Common Stock      48
    Section 8.03.................................................DIP Facility.      48
    Section 8.04....Operations Between the Confirmation Date and the Effective
                 Date.........................................................      48
    Section 8.05...Revesting of Assets and Property in the Reorganized Debtors      49
    Section 8.06..............................................Causes of Action      49
    Section 8.07...........Claims Arising Out of Recovered Avoidable Transfers      49
    Section 8.08 Reorganized Debtors' Post-Effective Date Responsibilities and
                 Powers.......................................................      49
    Section 8.09..................................................Compensation      50

ARTICLE IX.PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS GOVERNING DISTRIBUTIONS      50

    Section 9.01............................Objections to Claims and Interests      50
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    Section 9.02..............Amendments to Claims and Requests for Payment of
                 Administrative Claims; Claims Filed After the Bar Dates......      50
    Section 9.03..................No Payment or Distribution Pending Allowance      51
    Section 9.04.........................................Disputed Distribution      51
    Section 9.05....................................................Estimation      51
    Section 9.06...................Resolution of Disputed Claims and Interests      52

ARTICLE X............BAR DATES FOR UNSECURED CLAIMS, ADMINISTRATIVE CLAIMS AND
     PROFESSIONAL CLAIMS......................................................      52

    Section 10.01........................Effect of Bar Date for Certain Claims      52
    Section 10.02...................Bar Date for Certain Administrative Claims      53
    Section 10.03...................................Bar Date for Professionals      53

ARTICLE XI..............................CONDITIONS TO CONSUMMATION OF THE PLAN      53

    Section 11.01...........................................Confirmation Order      53
    Section 11.02...................................Conditions to Consummation      54

ARTICLE XII................OPERATION AND MANAGEMENT OF THE REORGANIZED DEBTORS      54

    Section 12.01.....................................Continuation of Business      54
    Section 12.02....................Initial Management of Reorganized Debtors      54
    Section 12.03.......................................Executive Compensation      54

ARTICLE XIII...........................................EFFECTS OF CONFIRMATION      55

    Section 13.01....................................................Discharge      55
    Section 13.02.......................Distributions in Complete Satisfaction      55
    Section 13.03...................................................Injunction      55
    Section 13.04..................................Other Documents and Actions      56
    Section 13.05.................................Term of Injunctions or Stays      56
    Section 13.06....................................Preservation of Insurance      56
    Section 13.07...................................................Guaranties      56
    Section 13.08...............................Waiver of Subordination Rights      56
    Section 13.09.......................................No Successor Liability      56

ARTICLE XIV..........................................RETENTION OF JURISDICTION      56

    Section 14.01...................Exclusive Jurisdiction of Bankruptcy Court      56
    Section 14.02...............Non-Exclusive Jurisdiction of Bankruptcy Court      59
    Section 14.03.........Failure of Bankruptcy Court to Exercise Jurisdiction      59

ARTICLE XV............................................MISCELLANEOUS PROVISIONS      59

    Section 15.01...................................Binding Effect of the Plan      59
    Section 15.02.......................................Withdrawal of the Plan      60
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    Section 15.03..................................................Final Order      60
    Section 15.04.....................................Modification of the Plan      60
    Section 15.05...........................................Voting Record Date      60
    Section 15.06................................................Business Days      60
    Section 15.07.................................................Severability      60
    Section 15.08................................................Governing Law      61
    Section 15.09.................................Dissolution of the Committee      61
    Section 15.10....................................Payment of Statutory Fees      61
    Section 15.11......................................................Notices      61
    Section 15.12...............................Filing of Additional Documents      62
    Section 15.13.........................................................Time      62
    Section 15.14..................................................No Interest      62
    Section 15.15...........................................No Attorneys' Fees      63
    Section 15.16...................Defenses with Respect to Unimpaired Claims      63
    Section 15.17.........................................No Injunctive Relief      63
    Section 15.18........................Continued Confidentiality Obligations      63
    Section 15.19................................................No Admissions      63
    Section 15.20.............................................Entire Agreement      63
    Section 15.21.......................................................Waiver      63
    Section 15.22..............................................Plan Supplement      63

CONFIRMATION REQUEST..........................................................      64
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                                  INTRODUCTION

      This Second Amended and Restated Chapter 11 Plan of Reorganization As
Modified, dated June 12, 2002 (the "PLAN"), is proposed by the
Debtor-in-Possession, Roadhouse Grill, Inc. ("RHG" or "Debtor").

      For a discussion of the Debtor's history, businesses, results of
operations, financial information, projections for future operations, risk
factors and properties, and for a summary and analysis of the Plan and related
matters, reference should be made to the Debtor's Second Amended And Restated
Disclosure Statement In Support Of The Plan As Modified, dated June 12, 2002
(the "DISCLOSURE STATEMENT"), filed by the Debtor with the Bankruptcy Court. The
Debtor is the proponent of the Plan within the meaning of section 1129 of the
Bankruptcy Code.

      ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTOR ARE ENCOURAGED
TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO
ACCEPT OR REJECT THE PLAN. SUBJECT TO CERTAIN RESTRICTIONS AND REQUIREMENTS SET
FORTH IN SECTION 1127 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3019, AND IN THE
PLAN, THE DEBTOR RESERVES THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR WITHDRAW
THE PLAN, OR ANY PART THEREOF, PRIOR TO ITS SUBSTANTIAL CONSUMMATION.

      Except as otherwise provided, capitalized terms herein shall have the
meanings set forth in Article I of the Plan, or if not provided in the Plan, as
set forth in the Disclosure Statement.

                                   ARTICLE XV

                    DEFINITIONS, INTERPRETATION AND EXHIBITS

      Section 15.01 DEFINITIONS. Unless the context requires otherwise, the
following terms shall have the following meanings whether presented in the Plan
or the Disclosure Statement with initial capital letters. Such meanings shall be
equally applicable to both the singular and plural forms of such terms, unless
the context requires otherwise. Any term used in the initial capitalized form
that is not defined in the Plan but that is defined in the Bankruptcy Code or
the Bankruptcy Rules shall have the meaning ascribed to such term by the
Bankruptcy Code or the Bankruptcy Rules. As used herein:

      "ADMINISTRATIVE EXPENSE CLAIM" means, with the exception of the DIP
Financing Obligations, Priority Tax Claims and Class 1 Claims, a Claim for (a)
any cost or expense of administration (including, without limitation, the fees
and expenses of Professionals) of the Chapter 11 Case asserted or arising under
sections 503, 507(a)(1), or 507(b) of the Bankruptcy Code, including, but not
limited to (i) any actual and necessary postpetition cost or expense of
preserving the Estate or operating the business of the Debtor, (ii) any payment
to be made under
<PAGE>
the Plan to cure any default on an assumed executory contract or assumed
unexpired lease, (iii) any postpetition cost, indebtedness or contractual
obligation duly and validly incurred or assumed by the Debtor in the ordinary
course of its business, (iv) compensation or reimbursement of expenses of
Professionals to the extent Allowed by the Bankruptcy Court under section 330 or
section 331 of the Bankruptcy Code, and (v) all Allowed Claims that are entitled
to be treated as Administrative Expense Claims pursuant to a Final Order of the
Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy Code; and (vi) any
fee or charge assessed against the Estate under section 1930 of title 28 of the
United States Code.

      "ADMINISTRATIVE EXPENSE CLAIMS BAR DATE" means the date (or dates), if
any, to be set by the Bankruptcy Court as the last day for Filing all requests
for payment of Administrative Expense Claims.

      "AFFILIATE" has the meaning set forth in section 101(2) of the Bankruptcy
Code.

      "ALLOWED" means with respect to any Claim (other than a Disputed Claim) or
any Interest (a) any Claim, proof of which was timely Filed with the Bankruptcy
Court or its duly appointed claims agent, or, by Final Order of the Bankruptcy
Court, was not required to be Filed; (b) any Claim or Interest that has been, or
hereafter is, listed in the Schedules as liquidated in an amount other than zero
and not disputed or contingent, and, in the case of (a) and (b) above, as to
which either (i) no Objection to the allowance thereof has been Filed within the
applicable period of limitation fixed by the Plan, the Bankruptcy Code, the
Bankruptcy Rules or the Bankruptcy Court or (ii) the Claim or Interest has been
allowed by a Final Order of the Bankruptcy Court or the Plan (but only to the
extent so allowed); (c) any Claim or Interest which has been allowed under the
provisions of the Plan (but only to the extent so allowed); or (d) any Claim
which is a Professional Claim for which a fee award amount has been approved by
Final Order of the Bankruptcy Court.

      "ALLOWED ADMINISTRATIVE EXPENSE CLAIM" means an Administrative Expense
Claim that is Allowed.

      "ALLOWED CLAIM" means a Claim that is Allowed.

      "ALLOWED CLASS __ CLAIM" means, with respect to any specified Class or
type of Claim, whether classified or unclassified, that the referenced Claim is
an Allowed Claim.

      "ALLOWED CLASS __ INTEREST" means, with respect to any specified Class of
Interest, that the referenced Interest is an Allowed Interest.

      "ALLOWED INTEREST" means an Interest that is Allowed.

      "ASSETS" means those assets that are necessary or desirable for the
operation of the Business conducted by the Debtor as of the Effective Date.

      "ASSUMPTION/REJECTION DEADLINE" means the date by which the Debtor must
decide whether it will assume or reject an unexpired lease or executory contract
under section 365, or other applicable provisions, of the Bankruptcy Code, or
any order of the Bankruptcy Court.


                                      -2-
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      "AT&T" means AT&T Commercial Finance, a secured creditor of the Debtor.

      "AVOIDANCE ACTIONS" means any and all causes of action which a trustee,
debtor-in-possession, the estate or other appropriate party in interest may
assert under sections 502, 510, 522(f), 522(h), 542, 543, 544, 545, 547, 548,
549, 550, 551, 553 and 724(a) of the Bankruptcy Code (other than those which are
released or dismissed as part of and pursuant to the Plan), including the
Debtor's rights of setoff, recoupment, contribution, reimbursement, subrogation
or indemnity (as those terms are defined by the non-bankruptcy law of any
relevant jurisdiction) and any other direct or indirect claim of any kind
whatsoever, whenever and wherever arising or asserted.

      "AVOIDANCE ACTION PROCEEDS" means any proceeds recovered from any
Avoidance Action, net of legal fees and expenses incurred in connection with
such recoveries, and taxes, if any.

      "BALLOT" means the form of approved ballot accompanying the approved
Disclosure Statement upon which Holders of Impaired Claims and/or Impaired
Interests entitled to vote on the Plan shall indicate their acceptance or
rejection of the Plan in accordance with the instructions regarding voting.

      "BANCONE" means BancOne Leasing Corp.

      "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as codified in
title 11 of the United States Code, 11 U.S.C. Sections 101-1330, as in
effect on the Petition Date, together with all amendments and modifications
thereto that were subsequently made applicable to the Chapter 11 Case.

      "BANKRUPTCY COURT" means the United States Bankruptcy Court for the
Southern District of Florida or, if such court ceases to exercise jurisdiction
over this proceeding, the court or adjunct thereof that exercises jurisdiction
over the Chapter 11 Case.

      "BANKRUPTCY RULES" means (i) the Federal Rules of Bankruptcy Procedure and
the Official Bankruptcy Forms, as amended and promulgated under section 2075 of
title 28 of the United States Code, (ii) the applicable Federal Rules of Civil
Procedure, as amended and promulgated under section 2072 of title 28 of the
United States Code, (iii) the applicable Local Rules of Civil Practice and
Procedure of the United States District Court for the Southern District of
Florida, (iv) the applicable Local Rules for the United States Bankruptcy Court
for the Southern District of Florida, and (v) any standing orders governing
practice and procedure issued by the Bankruptcy Court, each as in effect on the
Petition Date, together with all amendments and modifications thereto that were
subsequently made applicable to the Chapter 11 Case or proceedings therein, as
the case may be.

      "BAR DATE" is the date set by the Bankruptcy Court as the last day for
Filing a Proof of Claim against the Debtor in the Chapter 11 Case.

      "BAR DATE ORDER" is the Order of the Bankruptcy Court establishing the Bar
Date, including without limitation any Order resetting the Bar Date.


                                      -3-
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      "BENEFICIAL HOLDER" means the entity holding the beneficial interest in a
Claim or Interest.

      "BERJAYA" means Berjaya Group (Cayman) Limited.

      "BERJAYA DIP FINANCING GROUP" means Berjaya and the other lender that
provides post-petition financing to the Debtor under the DIP Facility.

      "BUSINESS" means the Debtor's business.

      "BUSINESS DAY" means any day which is not a Saturday, a Sunday, a "legal
holiday" as defined in Bankruptcy Rule 9006(a), or a day on which banking
institutions in the State of Florida are authorized or obligated by law,
executive order or governmental decree to be closed.

      "CALENDAR QUARTER" means a three (3) month period ending on any March 31,
June 30, September 30 or December 31, provided that the first Calendar Quarter
shall be deemed to be the period commencing on the Effective Date and ending on
the first day that is (x) the last day of such a three (3) month period and (y)
more than sixty days after the Effective Date.

      "CASH" means money, currency and coins, negotiable checks, balances in
bank accounts and other lawful currency of the United States of America and its
equivalents.

      "CAUSES OF ACTION" means any and all actions, claims, rights, defenses,
third-party claims, damages, executions, demands, crossclaims, counterclaims,
suits, causes of action, choses in action, controversies, agreements, promises,
rights to legal remedies, rights to equitable remedies, rights to payment,
accounts receivable, notes receivable and claims whatsoever, whether known,
unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated,
fixed, contingent, uncontingent, matured, unmatured, disputed, undisputed,
secured or unsecured and whether asserted or assertable directly, indirectly or
derivatively, at law, in equity or otherwise, accruing to the Debtor.

      "CBBC" means Colorado Boxed Beef Company.

      "CHAPTER 11 CASE" means the case under chapter 11 of the Bankruptcy Code
commenced by Petitioning Creditors in the Bankruptcy Court on the Petition Date.

      "CIT" means The CIT Group, a secured creditor of the Debtor.

      "CIT EQUIPMENT" means The CIT Group/Equipment Financing, Inc.

      "CLAIM" means, as against the Debtor, (i) any right to payment, whether or
not such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, Disputed, undisputed, legal, equitable, secured
or unsecured; or (ii) any right to an equitable remedy for breach of performance
if such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
Disputed, undisputed, secured or unsecured.


                                      -4-
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      "CLAIM OBJECTION DEADLINE" means, unless extended by the Court, the date
to be set by order of the Bankruptcy Court for filing objections to claims.

      "CLASS" means each class, subclass or category of Claims or Interests as
classified in Article IV of the Plan.

      "CLASS ACTION" means Case No. 02-CV-60493 filed by Ron Sears against the
Debtor and certain other parties in the United States District Court in and for
the Southern District of Florida.

      "CNL" means CNL APF Partners, LP, CNL Financial Services, LP and Arizona
Real Estate Joint Venture, collectively. CNL is also referred to herein as the
Petitioning Creditors.

      "COLONIAL" means Colonial Pacific Leasing, a secured creditor of the
Debtor.

      "COMMITTEE" means any Official Committee of Unsecured Creditors appointed
in the Chapter 11 Case by the UST, as the membership of such committee may be
from time to time constituted and reconstituted.

      "COMPANY" means the Debtor.

      "CONFIRMATION" means the entry by the Bankruptcy Court of the Confirmation
Order.

      "CONFIRMATION DATE" means the date on which the Clerk of the Bankruptcy
Court enters the Confirmation Order on the docket of the Bankruptcy Court with
respect to the Chapter 11 Case within the meaning of Bankruptcy Rules 5003 and
9021.

      "CONFIRMATION HEARING" means the hearing held before the Bankruptcy Court
to consider Confirmation of the Plan pursuant to sections 1128 and 1129 of the
Bankruptcy Code.

      "CONFIRMATION ORDER" means the order entered by the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

      "CREDITOR" means any Person that is the Holder of any Claim against the
Debtor.

      "DAY(S)" means, unless expressly otherwise provided, calendar day(s).

      "DEBTOR" or "DEBTOR-IN-POSSESSION" means Roadhouse Grill, Inc.

      "DEFICIENCY CLAIM" means any portion of a Claim to the extent (i) the
value of the Holder's interest in the applicable Estate's interest in the
Property securing such Claim is less than the amount of the Claim or (ii) the
amount of a Claim subject to setoff is less than the Allowed Amount of the
Claim, each as determined by the Bankruptcy Court pursuant to section 506(a) of
the Bankruptcy Code.

      "DIP FACILITY" means the post-petition credit facility provided for under
the Post-Petition Loan and Security Agreement to be entered into with the
Berjaya DIP Financing Group.


                                      -5-
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      "DIP FINANCING OBLIGATIONS" means all of the Debtor's obligations to the
Berjaya DIP Financing Group under the DIP Facility and the DIP Loan Financing
Order.

      "DIP LENDER" means the Berjaya DIP Financing Group.

      "DIP LOAN FINANCING ORDER" means any order entered by the Bankruptcy Court
authorizing Debtor-in-Possession to Obtain Financing, Grant Security Interests,
Accord Priority Status Pursuant to Section 364(c) and (d) of the Bankruptcy
Code, and Afford Adequate Protection, Etc.

      "DISALLOWED" means, with respect to any Claim or Interest or portion
thereof, any Claim against or Interest in the Debtor which (i) has been
disallowed, in whole or part, by a Final Order of the Bankruptcy Court, (ii) has
been withdrawn by agreement of the Debtor and the Holder thereof, in whole or in
part, (iii) has been withdrawn, in whole or in part, by the Holder thereof, (iv)
if listed in the Schedules as zero or as Disputed, contingent or unliquidated
and in respect of which a Proof of Claim or a Proof of Interest, as applicable,
has not been timely Filed or deemed timely Filed pursuant to the Plan, the
Bankruptcy Code or any Final Order of the Bankruptcy Court or other applicable
bankruptcy law, (v) has been reclassified, expunged, subordinated or estimated
to the extent that such reclassification, expungement, subordination or
estimation results in a reduction in the Filed amount of any Proof of Claim or
Proof of Interest, or (vi) is evidenced by a Proof of Claim or a Proof of
Interest which has been Filed, or which has been deemed to be Filed under
applicable law or order of the Bankruptcy Court or which is required to be Filed
by order of the Bankruptcy Court but as to which such Proof of Claim or Proof of
Interest was not timely or properly Filed. In each case a Disallowed Claim or a
Disallowed Interest is disallowed only to the extent of disallowance,
withdrawal, reclassification, expungement, subordination or estimation.

      "DISALLOWED CLAIM" means a Claim, or any portion thereof, that is
Disallowed.

      "DISALLOWED INTEREST" means an Interest, or any portion thereof, that is
Disallowed.

      "DISBURSING AGENT" means Berger Singerman, P.A., for the initial
disbursements, and, subsequently, the Reorganized Debtor and/or such other
Person(s) that is (are) designated by the Reorganized Debtor to make
disbursements pursuant to the Plan after the initial disbursement.

      "DISCLOSURE STATEMENT" means the Debtor's Second Amended and Restated
Disclosure Statement In Support Of The Plan As Modified, dated June 12, 2002,
including all exhibits, appendices, schedules and annexes attached thereto, as
submitted by the Debtor pursuant to section 1125 of the Bankruptcy Code and
approved by the Bankruptcy Court, as such Disclosure Statement may be altered,
amended, supplemented or modified from time to time, prepared and distributed in
accordance with sections 1125 and 1126 of the Bankruptcy Code and Bankruptcy
Rule 3018.

      "DISCLOSURE STATEMENT HEARING" means the hearing at which the Bankruptcy
Court shall determine the adequacy of the Debtor's Disclosure Statement.

      "DISPUTED" means with respect to a Claim or Interest, any Claim or
Interest that has not been Allowed by a Final Order as to which (a) a Proof of
Claim or Interest has been Filed with


                                      -6-
<PAGE>
the Bankruptcy Court or its duly appointed claims agent, or is deemed Filed
under applicable law or order of the Bankruptcy Court, and (b) an Objection to
such Claim or Interest has been or may be timely Filed or deemed Filed under
applicable law by the Debtor or any other party in interest and any such
Objection has not been (i) withdrawn, (ii) overruled or denied by a Final Order
or (iii) granted by a Final Order. For purposes of the Plan, a Claim or Interest
that has not been Allowed by a Final Order shall be considered a Disputed Claim
or Interest, whether or not an Objection has been or may be timely Filed, to the
extent (A) the amount of the Claim or Interest specified in the Proof of Claim
or Interest exceeds the amount of any corresponding Claim or Interest listed in
the Schedules, (B) the classification of the Claim or Interest specified in the
Proof of Claim or Interest differs from the classification of any corresponding
Claim or Interest listed in the Schedules, (C) any corresponding Claim or
Interest has been listed in the Schedules as zero or as Disputed, contingent or
unliquidated, (D) no corresponding Claim or Interest has been listed in the
Schedules or (E) such Claim or Interest is reflected as zero or as unliquidated
or contingent in the Proof of Claim or Interest Filed in respect thereof.

      "DISPUTED CLAIM" means a Claim, or any portion thereof, that is Disputed.

      "DISPUTED INTEREST" means an Interest, or any portion thereof, that is
Disputed.

      "DISTRIBUTION DATE" means the date or dates on which a Holder of an
Allowed Claim or Allowed Interest shall receive a distribution of Property under
the terms of the Plan.

      "EFFECTIVE DATE" means the Business Day that is no more than fifteen (15)
Calendar Days following the date on which the Confirmation Order becomes a Final
Order; provided, however, that the Debtor and Berjaya may waive the requirement
that the Confirmation Order have become a Final Order and cause the Effective
Date to occur as soon as reasonably practicable after entry of the Confirmation
Order.

      "EFFECTIVE DATE PAYMENTS" has the meaning set forth in SECTION 4.01 of the
Plan.

      "EMPLOYMENT AGREEMENTS" means the Employment Agreements referred to in
SECTION 7.06 of the Plan.

      "ENTITY" means any individual, corporation, limited or general
partnership, joint venture, association, joint stock company, limited liability
company, estate, entity, trust, trustee, United States Trustee, unincorporated
organization, government, governmental unit (as defined in the Bankruptcy Code),
agency or political subdivision thereof.

      "ESTATE" means the estate created in this Chapter 11 Case pursuant to
section 541 of the Bankruptcy Code upon commencement of the Chapter 11 Case.

      "EXCESS CASH FLOW" means, without duplication, with respect to any Fiscal
Year of RHG, sixty percent (60%) of the following: net income plus (a)
depreciation, amortization and interest expense to the extent deducted in
determining net income, plus (b) net decreases or minus net increases (as the
case may be) in Working Capital, minus (c) Capital Expenditures during such
fiscal year (excluding the financed portion thereof), minus (d) interest expense
paid or accrued and principal payments paid or payable in respect of
indebtedness for borrowed money or otherwise under the Plan, plus or minus (as
the case may be) (e) non-recurring gains or


                                      -7-
<PAGE>
losses which are cash items not included in the calculation of net income, minus
(f) any mandatory prepayment paid in cash, plus (g) taxes deducted in
determining net income to the extent not paid for in cash, minus (h) cash
payments in connection with the Plan the expenses for which were accrued in a
Fiscal Year prior to Fiscal Year 2003. For purposes of this definition, "Working
Capital" means current assets minus current liabilities as determined or
certified by Reorganized RHG's independent certified public accountant.

      "FFC" means GE Capital Franchise Finance Corporation, a secured creditor
of the Debtor.

      "FILE, FILED OR FILING" means file, filed or filing with the Bankruptcy
Court in the Chapter 11 Case; provided, however, that with respect to Proofs of
Claim and Proofs of Interest only, Filed shall mean delivered and received in
the manner provided in the Bar Date Order or the order approving the
Administrative Expense Claims Bar Date.

      "FINAL DECREE" means the final decree entered by the Bankruptcy Court
after the Effective Date and pursuant to section 350(a) of the Bankruptcy Code
and Bankruptcy Rule 3022.

      "FINAL ORDER" means an order, ruling, judgment or other decree issued and
entered by the Bankruptcy Court or by any state or other federal court or other
court of competent jurisdiction which has not been reversed, vacated, stayed,
modified or amended and as to which (i) the time to appeal or petition for
review, rehearing, certiorari, reargument or retrial has expired and as to which
no appeal or petition for review, rehearing, certiorari, reargument or retrial
is pending or (ii) any appeal or petition for review, rehearing, certiorari,
reargument or retrial has been finally decided and no further appeal or petition
for review, rehearing, certiorari, reargument or retrial can be taken or
granted.

      "FINOVA" means Finova Capital Corporation, a secured creditor of the
Debtor.

      "FINOVA DEFICIENCY CLAIM" has the meaning set forth in SECTION 3.06(B) of
the Plan.

      "FINOVA INTEREST RATE" has the meaning set forth in SECTION 3.06(B) of the
Plan.

      "FINOVA SECURED CLAIM" has the meaning set forth in SECTION 3.06(B) of the
Plan.

      "FINOVA SECURED NOTE" has the meaning set forth in SECTION 3.06(B) of the
Plan.

      "FIRST UNION" means First Union National Bank, a secured creditor of the
Debtor.

      "FISCAL YEAR" means the fiscal year of the Reorganized Debtor ended on or
about April 30 of each year.

      "FLEET" means Fleet Capital Corp., a secured creditor of the Debtor.

      "GAP CLAIM" means any Unsecured Claim arising after the Petition Date and
prior to the Order for Relief Date that is entitled to priority pursuant to
Section 507(a)(2) of the Bankruptcy Code.


                                      -8-
<PAGE>
      "GECC" means General Electric Capital Corp., a secured creditor of the
Debtor.

      "HOLDER" means the legal or Beneficial Holder of a Claim or Interest (and,
when used in conjunction with a Class or type of Claim or Interest, means a
Holder of a Claim or Interest in such Class or of such type).

      "ICON" means Icon Funding Group, a secured creditor of the Debtor.

      "IMPAIRED" means, when used with reference to a Claim or Interest, a Claim
or Interest that is impaired within the meaning of section 1124 of the
Bankruptcy Code.

      "IMPAIRED CLAIM" means a Claim which is Impaired.

      "IMPAIRED INTEREST" means an Interest which is Impaired.

      "INDENTURE TRUSTEE" means, as applicable, the indenture trustee for the
New Secured Notes or the indenture trustee for the New Unsecured Notes.

      "INTEREST OBJECTION DEADLINE" means, unless extended by the Court, the
date to be set by Order of the Bankruptcy Court for filing objections to
Interests.

      "INTERESTS" means any and all equity interests, ownership interests or
shares in the Debtor and issued by the Debtor (or its predecessors) prior to the
Petition Date (including, without limitation, all capital stock, stock
certificates, common stock, preferred stock, partnership interests, rights,
options, warrants, contingent warrants, convertible or exchangeable securities,
investment securities, subscriptions or other agreements and contractual rights
to acquire or obtain such an interest or share in the Debtor, partnership
interests in the Debtor's stock appreciation rights, conversion rights,
repurchase rights, redemption rights, dividend rights, preemptive rights and
liquidation preferences, puts, calls or commitments of any character whatsoever
relating to any such equity, ownership interests or shares of capital stock of
the Debtor or obligating the Debtor to issue, transfer or sell any shares of
capital stock) whether or not certificated, transferable, voting or denominated
"stock" or a similar security.

      "INVOLUNTARY PETITION DATE" means January 18, 2002, the date upon which
CNL filed this Involuntary Petition under Chapter 11 of the United States Code.

      "KEY" means Key Corp Leasing, Ltd., a secured creditor of the Debtor.

      "LIENS" means, with respect to any asset or Property (or the rents,
revenues, income, profits or proceeds therefrom), and in each case, whether the
same is consensual or nonconsensual or arises by contract, operation of law,
legal process or otherwise: (a) any and all mortgages, liens, pledges,
attachments, charges, leases evidencing a capitalizable lease obligation,
conditional sale or other title retention agreement, or other security interest
or encumbrance or other legally cognizable security devices of any kind in
respect of any asset or Property, or upon the rents, revenues, income, profits
or proceeds therefrom; or (b) any arrangement, express or implied, under which
any Property is transferred, sequestered or otherwise identified for the purpose
of subjecting or making available the same for the payment


                                      -9-
<PAGE>
of debt or performance of any other obligation in priority to the payment of
general unsecured Creditors.

      "LYON" means Lyon Credit Corp., a secured creditor of the Debtor.

      "NEW COMMON STOCK" means 100% of the common stock of Reorganized Roadhouse
Grill, Inc. to be issued on the Effective Date.

      "NEWCOURT" means Newcourt Financial USA, Inc., a secured creditor of the
Debtor.

      "NEW SECURED NOTES" has the meaning set forth in SECTION 3.07 of the Plan.

      "NEW UNSECURED NOTES" has the meaning set forth in SECTION 3.07 of the
Plan.

      "OBJECTION" means any objection, application, motion, complaint or any
other legal proceeding seeking, in whole or in part, to Disallow, determine,
liquidate, classify, reclassify or establish the priority of, expunge,
subordinate or estimate any Claim (including the resolution of any request for
payment of any Administrative Expense Claim) or Interest other than a Claim or
an Interest that is Allowed.

      "OLD COMMON STOCK" means the presently outstanding and issued common stock
of Roadhouse Grill, Inc. (9,708,741 shares).

      "ORDER FOR RELIEF DATE" means April 16, 2002, the date the order for
relief was entered by the Bankruptcy Court in this Chapter 11 Case.

      "ORIX" means Orix USA Corporation, a secured creditor of the Debtor.

      "PACIFIC" means Pacific Financial Company, a secured creditor of the
Debtor.

      "PERSON" means and includes a natural person, individual, partnership,
corporation (as defined in section 101 of the Bankruptcy Code), or organization
including, without limitation, corporations, limited partnerships, limited
liability companies, general partnerships, joint ventures, joint stock
companies, trusts, land trusts, business trusts, unincorporated organizations or
associations, or other organizations, irrespective of whether they are legal
entities, governmental bodies (or any agency, instrumentality or political
subdivision thereof), or any other form of legal entities; provided, however,
"Person" does not include governmental units, except that a governmental unit
that (A) acquires an asset from a Person (i) as a result of the operation of a
loan guarantee agreement or (ii) as receiver or liquidating agent of a Person;
(B) is a guarantor of a pension benefit payable by or on behalf of a Debtor or
an Affiliate of a Debtor of; or (C) is the legal or beneficial owner of an asset
of (i) an employee pension benefit plan that is a governmental plan, as defined
in section 414(d) of the Internal Revenue Code of 1986 or (ii) an eligible
deferred compensation plan, as defined in section 457(b) of the Internal Revenue
Code of 1986, shall be considered for purposes of section 1102 of the Bankruptcy
Code to be a Person with respect to such asset or such benefit.

      "PETITION DATE" means January 18, 2002.


                                      -10-
<PAGE>
      "PETITIONING CREDITORS" means CNL, the creditors that filed the
Involuntary Chapter 11 Petition against the Debtor on January 18, 2002.

      "PLAN" means the Debtor's Second Amended and Restated Chapter 11 Plan of
Reorganization As Modified, dated June 12, 2002, including all exhibits,
appendices, schedules and annexes, if any, attached thereto, as such Plan may be
altered, amended, supplemented or modified from time to time in accordance with
the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Confirmation
Order and the terms and conditions of SECTION 15.04 of the Plan.

      "PLAN DOCUMENTS" means the Debtor's Second Amended and Restated Plan of
Reorganization As Modified, dated June 12, 2002, including all exhibits
attached.

      "PLAN PROPONENT" means the Debtor.

      "POST-CONFIRMATION PAYMENTS" means those payments to Holders of Allowed
Claims after the Confirmation of the Plan.

      "POST-PETITION DEBT" means Claims arising on or after January 18, 2002.

      "PRE-PETITION DEBT" means claims arising before January 18, 2002.

      "PRIME RATE" means the "Prime Rate" reported from time to time in the
"Money Rates" section of The Wall Street Journal, or if not therein reported, as
reported in similar financial journals of national circulation from time to
time.

      "PRIORITY CLAIMS" means Priority Tax Claims and Priority Non-Tax Claims.

      "PRIORITY TAX CLAIM" means any and all Claims given priority in payment
pursuant to section 507(a)(8) of the Bankruptcy Code.

      "PRIORITY NON-TAX CLAIM" means any and all Claims given priority in
payment pursuant to section 507 of the Bankruptcy Code, but not including
Priority Tax Claims, Administrative Expense Claims and claims under section
507(a)(2) of the Bankruptcy Code.

      "PROFESSIONALS" means any professional employed in this Chapter 11 Case
pursuant to sections 327 or 1103 of the Bankruptcy Code or to be compensated
pursuant to sections 327, 328, 330, 331, 503(b)(2), (3) or (4) or 1103 of the
Bankruptcy Code.

      "PROFESSIONAL CLAIM" means a claim for compensation and/or reimbursement
of expenses pursuant to sections 327, 328, 330, 331 or 503(b) of the Bankruptcy
Code relating to services rendered on and after the Petition Date and prior to
and including the Effective Date in connection with an application made to the
Bankruptcy Court in the Chapter 11 Case.

      "PROOF OF CLAIM" means any proof of Claim Filed with the Bankruptcy Court
with respect to the Debtor pursuant to Bankruptcy Rules 3001 or 3002.


                                      -11-
<PAGE>
      "PROOF OF INTEREST" means any proof of Interest Filed with the Bankruptcy
Court with respect to the Debtor pursuant to Bankruptcy Rule 3002.

      "PROPERTY" means all assets or property of the Debtor's Estate of any
nature whatsoever, real or personal, tangible or intangible, including contract
rights, accounts and Causes of Action, previously or now owned by the Debtor, or
acquired by the Debtor's Estate, as defined in section 541 of the Bankruptcy
Code, including, without limitation, the Assets.

      "PRO RATA" or "PRO RATA SHARE" means, with respect to any distribution to
a Class under the Plan, proportionate sharing pursuant to which the ratio of the
amount distributed on account of an Allowed Claim or an Allowed Interest to the
amount of such Allowed Claim or Allowed Interest is the same as the ratio of the
total amount distributed to such Class to the total amount of all Allowed Claims
and Disputed Claims or Allowed Interests and Disputed Interests in such Class.

      "REINSTATED" or "REINSTATEMENT" means (i) leaving unaltered the legal,
equitable, and contractual rights to which a Claim entitles the Holder of such
Claim so as to leave such Claim Unimpaired in accordance with section 1124 of
the Bankruptcy Code, or (ii) notwithstanding any contractual provision or
applicable law that entitles the Holder of such Claim to demand or receive
accelerated payment of such Claim after the occurrence of a default (a) curing
any such default that occurred before or after the Petition Date, other than a
default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (b)
reinstating the maturity of such Claim as such maturity existed before such
default; (c) compensating the Holder of such Claim for any damages incurred as a
result of any reasonable reliance by such Holder on such contractual provision
or such applicable law; and (d) not otherwise altering the legal, equitable, or
contractual rights to which such Claim entitled the Holder of such Claim;
provided, however, that any contractual right that does not pertain to the
payment when due of principal and interest on the obligation on which such Claim
is based, including, but not limited to, financial covenant ratios, negative
pledge covenants, covenants or restrictions on merger or consolidation, and
affirmative covenants regarding corporate existence or which prohibit certain
transactions or actions contemplated by the Plan, or conditioning such
transactions or action on certain factors, shall not be required to be
reinstated in order to accomplish Reinstatement.

      "REORGANIZED DEBTOR" means the Debtor on or after entry of the
Confirmation Order and, thereafter, subject to the occurrence of the Effective
Date.

      "REORGANIZED RHG" means Roadhouse Grill, Inc. on or after entry of the
Confirmation Order and, thereafter, subject to the occurrence of the Effective
Date.

      "RHG" means Roadhouse Grill, Inc.

      "SCHEDULES" means the Schedules, Statements and Lists Filed by the Debtor,
with the Bankruptcy Court pursuant to section 521(1) of the Bankruptcy Code and
Bankruptcy Rule 1007, if such documents are Filed, as they have been or may be
amended or supplemented from time to time in accordance with Bankruptcy Rule
1009 or orders of the Bankruptcy Court.

      "SECURED CLAIM" means any Claim (including, as applicable, any unpaid
interest on such Claim, and any reasonable attorneys' fees, costs or charges
provided for under the agreement


                                      -12-
<PAGE>
under which such Claim arose) that is (a) secured in whole or part by a Lien
which is valid, perfected and enforceable under applicable law on Property in
which the Estate has an interest and is not subject to avoidance under the
Bankruptcy Code or applicable non-bankruptcy law, or (b) subject to setoff under
section 553 of the Bankruptcy Code, but, with respect to both case (a) and (b),
only to the extent of the value of the Holder's interest in the Estate's
interest in the assets or Property securing any such Claim or the amount subject
to setoff, as the case may be, including, without limitation, the DIP Financing
Obligations.

      "SOLICITATION" means the solicitation by the Debtor that includes the
Disclosure Statement and related materials and, where appropriate, the Ballots.

      "TAX" means any tax, charge, fee, levy, impost or other assessment by any
federal, state, local or foreign governmental authority, including, without
limitation, income, excise, property, sales, transfer, employment, payroll,
franchise, profits, license, use, ad valorem, estimated, severance, stamp,
occupation and withholding tax, together with any interest, penalties, fines or
additions attributable to, imposed on, or collected by any such federal, state,
local or foreign governmental authority.

      "TINSLEY" means Tinsley Advertising and Marketing, Inc., an unsecured
creditor of the Debtor.

      "UNCLAIMED PROPERTY" means any distribution of Cash or any other Property
made to the Holder of an Allowed Claim pursuant to the Plan that (a) is returned
to the Debtor as undeliverable and no appropriate forwarding address is received
within the later of (y) one (1) year after the Effective Date and (z) one (1)
year after distribution is made to such Holder or (b) in the case of a
distribution made in the form of a check, is not negotiated and no request for
reissuance is made as provided for in SECTION 6.05 of the Plan.

      "UNIMPAIRED" means any Claim or Interest that is not Impaired within the
meaning of section 1124 of the Bankruptcy Code.

      "UNITED STATES TRUSTEE" or "UST" means the United States Trustee appointed
under section 581(a)(3) of title 28 of the United States Code to serve in the
Chapter 11 Case.

      "UNSECURED CLAIM" means any Pre-Petition Claim (but not an Administrative
Expense Claim, Priority Tax Claim, Secured Claim, or Priority Non-Tax Claim),
including, but not limited to: (a) any claim arising from the rejection of an
executory contract or unexpired lease under section 365 of the Bankruptcy Code,
and (b) any Deficiency Claim.

      "U.S. TRUSTEE'S FEE CLAIMS" means any fees assessed against the Debtor's
Estate pursuant to section 1930(a)(6) of title 28 of the United States Code.

      "VOTING TERMINATION DATE" means the date and time fixed by the Bankruptcy
Court by which Ballots must have been filed to be counted.

      "WOHL" means Louis Wohl & Sons, Inc., a secured creditor of the Debtor.

      "WORKING CAPITAL" has the meaning set forth in the definition of "EXCESS
CASH FLOW".


                                      -13-
<PAGE>
      Section 15.02 RULES OF INTERPRETATION. Whenever from the context it
appears appropriate, each term stated in either the singular or the plural shall
include the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, feminine and the neuter.
Except as expressly stated or shown, the words "herein," "hereof," "hereto,"
"hereunder," and other words of similar import refer to the Plan as a whole and
not to any particular paragraph, subparagraph, or clause contained in the Plan.
The words "includes" and "including" are not limiting and mean that the things
specifically identified are set forth for purposes of illustration, clarity or
specificity and do not in any respect qualify, characterize or limit the
generality of the class within which such things are included. The captions and
headings in the Plan are for convenience of reference only and shall not limit
or otherwise affect the provisions hereof. Any term used in the Plan that is not
defined in the Plan, either in Article I hereof or elsewhere, but that is used
in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned
to that term in (and shall be construed in accordance with the rules of
construction under) the Bankruptcy Code or the Bankruptcy Rules (with the
Bankruptcy Code controlling in the case of a conflict or ambiguity). Without
limiting the preceding sentence, the rules of construction set forth in section
102 of the Bankruptcy Code shall apply to the Plan, unless superseded herein. To
the extent that the description of any Plan Document is inconsistent with the
actual terms or conditions of such Plan Document, the terms and conditions of
the Plan Document shall control.

      Section 15.03 TIME COMPUTATIONS. In computing any period of time
prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a)
shall apply.

      Section 15.04 EXHIBITS. All Exhibits to the Plan and the Disclosure
Statement are incorporated into and are a part of the Plan as if set forth in
full herein, regardless of when Filed.

                                   ARTICLE XVI

                     CLASSIFICATION OF CLAIMS AND INTERESTS

      Section 16.01 GENERALLY. Pursuant to section 1122 of the Bankruptcy Code,
set forth below is a designation of Classes of Claims and Interests in the
Chapter 11 Case. A Claim or an Interest is classified in a particular Class only
to the extent that the Claim or Interest qualifies within the description of the
Class and is classified in a different Class to the extent the Claim or Interest
qualifies within the description of that different Class. A Claim or Interest is
placed in a particular Class for the purpose of receiving distributions pursuant
to the Plan only to the extent that such Claim or Interest is an Allowed Claim
or an Allowed Interest in that Class and such Claim or Interest has not been
paid, released, settled or otherwise satisfied prior to the Effective Date.

      Section 16.02 UNCLASSIFIED CLAIMS. In accordance with section 1123(a)(1)
of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims
are not classified and are excluded from the Classes designated in this Article
II of the Plan. The treatment afforded Administrative Expense Claims and
Priority Tax Claims is set forth in Article III of the Plan.

      Section 16.03 UNIMPAIRED CLASSES. The Plan classifies the following
Unimpaired Claims that are not entitled to vote on the Plan. Pursuant to section
1126(f) of the Bankruptcy


                                      -14-
<PAGE>
Code, each Holder of a Claim in the following Classes is conclusively presumed
to have accepted the Plan in respect of such Claims. Accordingly, Holders of
Claims in such Classes are not entitled to vote to accept or reject the Plan and
the votes of such Holders are not being solicited in connection with the Plan.
Such Claims against the Debtor are classified as follows:

            d.    Class 1.1 Claims, which shall consist of all Priority Non-Tax
                  Claims ("CLASS 1.1 CLAIMS" or "PRIORITY NON-TAX CLAIMS"); and

            e.    Class 1.2 Claims, which shall consist of all GAP Claims, which
                  are technically unclassified and placed in "Class 1.2" for
                  administrative convenience only. Class 1.2 GAP Claims are
                  entitled to payment in full of their Allowed Claims under the
                  Code on the Effective Date of the Plan. ("CLASS 1.2 CLAIMS" OR
                  "GAP CLAIMS"); and

            f.    Class 2.3 Claims, which shall consist of all Secured Claims of
                  First Union, which Secured Claims are deemed Allowed by the
                  Plan ("CLASS 2.3 CLAIMS").

      Section 16.04 IMPAIRED CLASSES ENTITLED TO VOTE. For the purpose of voting
and all Confirmation matters, the Plan classifies certain Claims as Impaired
Claims and certain Interests as Impaired Interests under the Plan. Such Claims
against and Interests in the Debtor are classified as follows:

            a.    Class 2.1 Claims, which shall consist of the secured,
                  superpriority Claims of the Berjaya DIP Financing Group under
                  the DIP Facility ("CLASS 2.1 CLAIMS"); and

            b.    Class 2.2 Claims, which shall consist of all Secured Claims of
                  Finova, which Secured Claims are deemed Allowed by the Plan
                  ("CLASS 2.2 CLAIMS"); and

            c.    Class 2.4 Claims, which shall consist of all Secured Claims of
                  FFC, which secured claims are deemed Allowed by the Plan
                  ("CLASS 2.4 CLAIMS").

            d.    Class 2.5 Claims, which shall consist of all Secured Claims of
                  Lyon Credit Corp., which Secured Claims are deemed Allowed by
                  the Plan ("CLASS 2.5 CLAIMS"); and

            e.    Class 2.6 Claims, which shall consist of all Secured Claims in
                  which both Icon Funding Corp. and Lyon Credit Corp. hold an
                  interest, which Secured Claims are deemed Allowed by the Plan
                  ("CLASS 2.6 CLAIMS"); and

            f.    Class 2.7 Claims, which shall consist of all Secured Claims of
                  Pacific Finance Company, which Secured Claims are deemed
                  Allowed by the Plan ("CLASS 2.7 CLAIMS"); and


                                      -15-
<PAGE>
            g.    Class 2.8 Claims, which shall consist of all Secured Claims of
                  AT&T Commercial Finance, which Secured Claims are deemed
                  Allowed by the Plan ("CLASS 2.8 CLAIMS"); and

            h.    Class 2.9 Claims, which shall consist of all Secured Claims of
                  Louis Wohl & Sons, Inc., which Secured Claims are deemed
                  Allowed by the Plan ("CLASS 2.9 CLAIMS"); and

            i.    Class 2.10 Claims, which shall consist of all Secured Claims
                  of Newcourt Financial USA, Inc., which Secured Claims are
                  deemed Allowed by the Plan ("CLASS 2.10 CLAIMS"); and

            j.    Class 2.11 Claims, which shall consist of all Secured Claims
                  of General Electric Capital Corp., which Secured Claims are
                  deemed Allowed by the Plan ("CLASS 2.11 CLAIMS"); and

            k.    Class 2.12 Claims, which shall consist of all Secured Claims
                  of General Electric Capital Corp. and Colonial Pacific, which
                  Secured Claims are deemed Allowed by the Plan ("CLASS 2.12
                  CLAIMS"); and

            l.    Class 2.13 Claims, which shall consist of all Secured Claims
                  of Orix USA Corporation, which Secured Claims are deemed
                  Allowed by the Plan ("CLASS 2.13 CLAIMS"); and

            m.    Class 2.14 Claims, which shall consist of all Secured Claims
                  of The CIT Group Equipment Financing, Inc., which Secured
                  Claims are deemed Allowed by the Plan ("CLASS 2.14 CLAIMS");
                  and

            n.    Class 2.15 Claims, which shall consist of all Secured Claims
                  of The CIT Group, which Secured Claims are deemed Allowed by
                  the Plan ("CLASS 2.15 CLAIMS"); and

            o.    Class 2.16 Claims, which shall consist of all Secured Claims
                  of Sovereign Bank, which Secured Claims are deemed Allowed by
                  the Plan("CLASS 2.16 CLAIMS"); and

            p.    Class 2.17 Claims, which shall consist of all Secured Claims
                  of Fleet Capital Corp., which Secured Claims are deemed
                  Allowed by the Plan ("CLASS 2.17 CLAIMS"); and

            q.    Class 2.18 Claims, which shall consist of all Secured Claims
                  of BancOne Leasing Corp., which Secured Claims are deemed
                  Allowed by the Plan ("CLASS 2.18 CLAIMS"); and

            r.    Class 2.19 Claims, which shall consist of all Secured Claims
                  of Key Corp. Leasing, Ltd., which Secured Claims are deemed
                  Allowed by the Plan ("CLASS 2.19 CLAIMS").


                                      -16-
<PAGE>
            s.    Class 2.20 Claims, which shall consist of Other Secured
                  Claims, which Secured Claims are deemed Allowed by the Plan
                  ("CLASS 2.20 CLAIMS").

            t.    Class 2.21 Claims, which consist of the pre-petition secured
                  claim of Berjaya in the principal amount of $1,500,000.

            u.    Class 3.1 Claims, which shall consist of all Unsecured Claims
                  other than Convenience Class Claims and Class 4 Claims ("CLASS
                  3.1 CLAIMS" or "UNSECURED CLAIMS"); and

            v.    Class 3.2 Claims, which shall consist of all Convenience Class
                  Claims, which are general unsecured claims of $10,000.00 or
                  less and larger claims which the holders are willing to reduce
                  to $10,000.00 ("CLASS 3.2 CLAIMS or CONVENIENCE CLASS
                  CLAIMS"); and

            w.    Class 4 Claims, which shall consist of all Claims against the
                  Debtor arising from the purchase or sale of a security of the
                  Debtor, including, without limitation, the Claims asserted in
                  the Class Action and all Claims for reimbursement or
                  contribution Allowed on account of such Claims ("CLASS 4
                  CLAIMS").

            x.    Class 5 Interests, which shall consist of the Old Common
                  Stock.

      Section 16.05 IMPAIRED CLASSES NOT ENTITLED TO VOTE. Class 6 Interests
shall consist of all Interests other than the Old Common Stock. Because the
Holders of Class 6 Interests will neither receive nor retain any property under
the Plan on account of their Class 6 Interests, they are deemed not to have
accepted the Plan and will not be entitled to vote to accept or reject the Plan.

                                  ARTICLE XVII

           PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS AND INTERESTS

      Section 17.01 SATISFACTION OF CLAIMS AND INTERESTS. The treatment of and
consideration to be received by Holders of Allowed Claims or Allowed Interests
pursuant to this Article III and the Plan shall be in full satisfaction,
settlement, release, extinguishment and discharge of their respective Claims
against or Interests in the Debtor and the Debtor's Estate, except as otherwise
provided in the Plan or the Confirmation Order.

      Section 17.02 CLASSES OF UNCLASSIFIED, UNIMPAIRED AND IMPAIRED CLAIMS AND
INTERESTS. Administrative Expense Claims and Priority Tax Claims are treated in
accordance with section 1129(a)(9)(A) and section 1129(a)(9)(C) of the
Bankruptcy Code, respectively. Such Claims are Unimpaired under the Plan and are
not designated as Classes of Claims, in accordance with section 1123(a)(1), for
purposes of the Plan and for purposes of sections 1123, 1124, 1126 and 1129 of
the Bankruptcy Code. In addition, Class 1.1, Class 1.2, and Class 2.3 are
presently classified as Classes of Claims that are Unimpaired. In accordance
with section 1126(f) of the Bankruptcy Code, such Classes are conclusively
presumed to have accepted the Plan and the Debtor is not required to solicit
acceptances of the Plan from the holders of claims


                                      -17-
<PAGE>
in these classes. Class 2.1, Class 2.2, Class 2.4, Class 2.5, Class 2.6, Class
2.7, Class 2.8, Class 2.9, Class 2.10, Class 2.11, Class 2.12, Class 2.13, Class
2.14, Class 2.15, Class 2.16, Class 2.17, Class 2.18, Class 2.19, Class 2.20,
Class 2.21, Class 3.1, Class 3.2, Class 4 and Class 5 are Impaired and are
entitled to vote to accept or reject the Plan. Class 6 is Impaired and is deemed
not to have accepted the Plan because Holders of Class 6 Interests will neither
receive nor retain any property under the Plan.

                              TREATMENT OF CLAIMS:

      Section 17.03 ADMINISTRATIVE EXPENSE CLAIMS. Administrative Expense Claims
are Unimpaired. Unless otherwise provided for herein, each Holder of an Allowed
Administrative Expense Claim shall receive, at the option of the Reorganized
Debtor, either: (A) Cash payment, in an amount equal to the unpaid amount of the
Allowed Administrative Expense Claim, on or as soon as reasonably practicable
after the later of: (i) the Effective Date, (ii) the date that is ten (10)
Business Days following the date on which such Administrative Expense Claim
becomes Allowed, after entry of a Final Order, and (iii) a date agreed to by the
Debtor or Reorganized Debtor and the Holder of such Administrative Expense
Claim; or (B) such other treatment on such other terms and conditions as may be
agreed upon in writing by the Holder of such Claim and the Debtor or Reorganized
Debtor, or as the Bankruptcy Court has ordered or may order; provided, however,
that Allowed Administrative Expense Claims representing (a) liabilities,
accounts payable or other Claims, liabilities or obligations incurred in the
ordinary course of the business of the Debtor consistent with past practices
subsequent to the Petition Date, and (b) contractual liabilities arising under
unsecured loans, credit arrangements or for product or services advanced to the
Debtor, whether or not incurred in the ordinary course of business of the Debtor
subsequent to the Petition Date, shall be paid or performed by the Debtor or the
Reorganized Debtor, as the case may be, in accordance with the terms and
conditions of the particular transaction(s) relating to such liabilities and any
agreements relating thereto.

      Notwithstanding any contract provision or applicable law, or otherwise,
that entitles a Holder of an Allowed Administrative Expense Claim to
post-petition interest, no Allowed Administrative Expense Claim shall receive
post-petition interest on account of such Claim. The Reorganized Debtor shall
have the right, in its sole discretion, to prepay at any time any Allowed
Administrative Expense Claim without premium or penalty of any sort or nature.
COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE REORGANIZED DEBTOR
WITH RESPECT TO ANY ALLOWED ADMINISTRATIVE EXPENSE CLAIM SHALL BE IN FULL
SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED
ADMINISTRATIVE EXPENSE CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER
BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. All payments and treatment
under this section will be made in accordance with the priority provided under
the Bankruptcy Code, or as may be otherwise ordered by the Bankruptcy Court.

      Section 17.04 PRIORITY TAX CLAIMS. Priority Tax Claims are Unimpaired.
Each Holder of an Allowed Priority Tax Claim shall receive, at the option of the
Reorganized Debtor, either (A) Cash payment, in an amount equal to the unpaid
amount of the Allowed Priority Tax Claim, on or as soon as reasonably
practicable after the later of: (i) the Effective Date, (ii) the date that is
ten (10) Business Days after the date on which such Claim becomes an Allowed
Priority Tax Claim, after entry of a Final Order, and (iii) a date agreed to by
the Debtor or


                                      -18-
<PAGE>
Reorganized Debtor and the Holder of such Priority Tax Claim; (B) such other
treatment on such other terms and conditions as may be agreed upon in writing by
the Holder of such Claim and the Debtor or Reorganized Debtor, or as the
Bankruptcy Court has ordered or may order; or (C) equal Cash payments from the
Reorganized Debtor made on the last Business Day of every Calendar Quarter
following the Effective Date, over a period not exceeding six (6) years after
the assessment of the tax on which such Claim is based, totaling the principal
amount of such Claim plus simple interest on any outstanding balance from the
Effective Date calculated at the interest rate publicly quoted on the Effective
Date for obligations backed by the full faith and credit of the United States of
America maturing in ninety (90) days.

      The Reorganized Debtor shall have the right, in its sole discretion, to
prepay at any time any Allowed Priority Tax Claim without premium or penalty of
any sort or nature. COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE
REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED PRIORITY TAX CLAIM SHALL BE IN
FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE
ALLOWED PRIORITY TAX CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED,
EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST THE
REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS. All payments and treatment
under this section will be made in accordance with the priority provided under
the Bankruptcy Code, or as may be otherwise ordered by the Bankruptcy Court.

      Section 17.05 CLASS 1 PRIORITY NON-TAX CLAIMS: All Allowed Priority
Non-Tax Claims shall be treated as follows:

            a.    CLASS 1.1 (ALLOWED PRIORITY NON-TAX CLAIMS). Class 1.1 Claims
                  are Unimpaired. Each Holder of an Allowed Class 1.1 Claim
                  shall receive, at the option of the Reorganized Debtor, either
                  (A) Cash payment, in an amount equal to the unpaid amount of
                  the Allowed Class 1.1 Claim, on or as soon as reasonably
                  practicable after the later of: (i) the Effective Date, (ii)
                  the date that is ten (10) Business Days after the date on
                  which such Claim becomes an Allowed Class 1.1 Claim, after
                  entry of a Final Order, or (iii) a date agreed to by the
                  Debtor and the Holder of such Class 1.1 Claim; or (B) such
                  other treatment on such other terms and conditions as may be
                  agreed upon in writing by the Holder of such Claim and the
                  Debtor or Reorganized Debtor, or as the Bankruptcy Court has
                  ordered or may order. COMPLIANCE WITH THE OBLIGATIONS UNDER
                  THIS SECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY
                  ALLOWED CLASS 1.1 CLAIM SHALL BE IN FULL SATISFACTION,
                  SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE
                  ALLOWED CLASS 1 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE
                  FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH
                  CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS
                  PROPERTIES AND ASSETS. All payments and treatment under this
                  section will be made in accordance with the priority provided
                  under the Bankruptcy Code, or as may be otherwise ordered by
                  the Bankruptcy Court.

            b.    CLASS 1.2 CLAIMS (GAP CLAIMS) Class 1.2 Claims are Unimpaired.
                  Each Holder of an Allowed Class 1.2 Claim shall receive, at
                  the option of the Reorganized Debtor, either (A) Cash payment,
                  in an amount equal to the


                                      -19-
<PAGE>
                  unpaid amount of the Allowed Class 1.2 Claim, on or as soon as
                  reasonably practicable after the later of: (i) the Effective
                  Date, (ii) the date that is ten (10) Business Days after the
                  date on which such Claim becomes an Allowed Class 1.2 Claim,
                  after entry of a Final Order, or (iii) a date agreed to by the
                  Debtor and the Holder of such Class 1.2 Claim; or (B) such
                  other treatment on such other terms and conditions as may be
                  agreed upon in writing by the Holder of such Claim and the
                  Debtor or Reorganized Debtor, or as the Bankruptcy Court has
                  ordered or may order. COMPLIANCE WITH THE OBLIGATIONS UNDER
                  THIS SECTION BY THE REORGANIZED DEBTOR WITH RESPECT TO ANY
                  ALLOWED CLASS 1.2 CLAIM SHALL BE IN FULL SATISFACTION,
                  SETTLEMENT, RELEASE, EXTINGUISHMENT AND DISCHARGE OF THE
                  ALLOWED CLASS 1.2 CLAIM AND THE HOLDER OF SUCH CLAIM WILL BE
                  FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH
                  CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS
                  PROPERTIES AND ASSETS. All payments and treatment under this
                  section will be made in accordance with the priority provided
                  under the Bankruptcy Code, or as may be otherwise ordered by
                  the Bankruptcy Court.

      Section 17.06 CLASS 2 - SECURED CLAIMS. Allowed Secured Claims shall be
treated as follows (provided, however, that if the Holder of a Claim classified
in Class 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 2.15, 2.16,
2.17, 2.18 or 2.19 rejects the Plan and it is determined that the operative
document(s) giving rise to the Claim constitutes a true lease, the Debtor
reserves the right to treat the Claim in the manner set forth in Article VII):

            a.    CLASS 2.1 (THE BERJAYA DIP FINANCING GROUP). Class 2.1 Claims
                  are Impaired. In full satisfaction of the DIP Financing
                  Obligations outstanding on the Effective Date, the Berjaya DIP
                  Financing Group shall receive the number of shares of New
                  Common Stock which is calculated by dividing (x) the amount of
                  the DIP Financing Obligations outstanding on the Effective
                  Date by (y) $.32. SATISFACTION OF THE DIP FINANCING
                  OBLIGATIONS BY THE DEBTOR PURSUANT TO THIS SUBSECTION SHALL BE
                  IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND
                  DISCHARGE OF THE ALLOWED CLASS 2.1 CLAIM AND BERJAYA AND THE
                  OTHER MEMBERS OF THE BERJAYA DIP FINANCING GROUP WILL BE
                  FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING SUCH
                  CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR, AND ITS
                  PROPERTIES AND ASSETS. Upon satisfaction of the outstanding
                  DIP Financing Obligations by the Reorganized Debtor pursuant
                  to this subsection, all Liens in favor of the DIP Lender in
                  the assets or property of the Debtor or the Reorganized Debtor
                  shall be released.

            b.    CLASS 2.2 (FINOVA). Class 2.2 Claims are Impaired and shall be
                  treated as follows:

                  (v)   Finova will have an allowed secured claim in the amount
                        of $24,800,000 (the "Finova Secured Claim"). The balance
                        of Finova's pre-petition claim (the "Finova Deficiency
                        Claim") shall


                                      -20-
<PAGE>
                        be classified with, and receive the same treatment as,
                        general unsecured claims against the Debtor.

                  (vi)  Finova will receive under the Plan, in respect of the
                        Finova Secured Claim, a note (the "Finova Secured Note")
                        in the principal amount of the Finova Secured Claim,
                        bearing interest fixed at the greater of (x) nine
                        percent (9%) per annum or (y) a rate of 460 basis points
                        (4.60%) above the ten year treasury rate (as published
                        in the "Wall Street Journal") on the Effective Date (the
                        "Finova Interest Rate") payable in equal monthly
                        installments from the Effective Date, based on an
                        amortization period of 132 months, with the principal
                        balance and all accrued unpaid interest to be paid in
                        full at the end of 96 months.

                  (vii) In addition, if Excess Cash Flow for a Fiscal Year
                        equals or exceeds $100,000, a mandatory prepayment shall
                        be made on the Finova Note, on August 31 of the
                        succeeding Fiscal Year, in the amount of Finova's
                        ratable share of such Excess Cash Flow. If positive
                        Excess Cash Flow for a Fiscal Year is less than
                        $100,000, it shall be carried over to succeeding Fiscal
                        Years until such time as cumulative undistributed Excess
                        Cash Flow exceeds $100,000, whereupon it shall be
                        included in the mandatory prepayment required on the
                        applicable mandatory prepayment date. Finova's ratable
                        share of Excess Cash Flow shall be calculated by
                        multiplying the amount of Excess Cash Flow available for
                        payment by a fraction, the numerator of which shall be
                        (x) the outstanding principal amount of the Finova
                        Secured Note and the denominator of which shall be (y)
                        the sum of the outstanding principal amounts on the
                        Finova Secured Note, the New Secured Notes and the New
                        Unsecured Notes as of the end of the immediately
                        preceding Fiscal Year.

                  (viii) The Finova Secured Note will be secured by (1) all of
                        Finova's currently existing collateral; (2) the
                        Roadhouse Grill(R) trademark, and (3) the inventory at
                        the locations which have been mortgaged to Finova.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.2 CLAIM
                  SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.2 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            c.    CLASS 2.3 (FIRST UNION NATIONAL BANK, "FIRST UNION"). Class
                  2.3 Claims are Unimpaired. The legal, equitable and
                  contractual rights of First Union


                                      -21-
<PAGE>
                  will remain unaltered. Any defaults other than ipso facto
                  defaults will be cured on the Effective Date.

            d.    CLASS 2.4 (GE CAPITAL FRANCHISE FINANCE CORPORATION, "FFC").
                  Class 2.4 Claims are Impaired. Before the filing of the
                  Chapter 11 case, RHG entered into lease and financing
                  arrangements with FFC with respect to several locations. The
                  arrangements with respect to four of the locations - Panama
                  City, Florida, Orlando, Florida, Reynoldsburg, Ohio and
                  Columbus, Ohio - were structured as leases from FFC to RHG.
                  The arrangement with respect to the Port Richey, Florida
                  location was structured as a mortgage loan from FFC to RHG.
                  The Titusville, Florida transaction was structured as a
                  mortgage loan to a third-party unrelated to RHG, which leased
                  the location to RHG. These arrangements are to be restructured
                  as follows:

                  (i)   The Orlando, Florida location has been closed, and the
                        lease will be rejected.

                  (ii)  Notwithstanding RHG's defaults, FFC will advance the
                        final disbursements with respect to construction at the
                        Titusville and Port Richey, Florida locations.

                  (iii) RHG will convey the Port Richey, Florida location to FFC
                        and, thereafter, lease the property from FFC.

                  (iv)  FFC will acquire the fee in the Titusville, Florida
                        location and lease the location to RHG.

                  (v)   RHG and FFC will enter into a Master Lease with respect
                        to the Titusville, Panama City, Port Richey,
                        Reynoldsburg and Columbus locations at a blended rental
                        rate based on the interest rate of the prior mortgage
                        loans and the lease factor employed in the prior lease
                        transactions.

                  (vi)  FCC will seek to sell the Orlando property and a
                        property located in Davie, Florida that formerly was
                        owned by an RHG affiliate. In the event that FFC
                        receives net proceeds in excess of its original
                        unamortized investments in such properties, such excess
                        shall be taken into consideration in the establishment
                        of the Master Lease rent.

                  (vii) In the event the transactions described above are
                        effected before Confirmation of the Plan, the Master
                        Lease will be deemed to have been assumed by Reorganized
                        RHG.


                                      -22-
<PAGE>
            e.    CLASS 2.5 (LYON CREDIT CORP., "LYON", AS ASSIGNEE OF PACIFIC
                  FINANCIAL COMPANY ) Class 2.5 Claims are Impaired. Lyon
                  Secured Claims (which are structured as leases) shall be
                  treated as follows:

                  (i)   Lyon will retain its lien on personal property
                        consisting of furniture, fixtures and equipment located
                        at 905 Ernest Barrett Parkway, Kennesaw, GA
                        ("Collateral").

                  (ii)  Any arrearage existing on the obligation secured by the
                        Collateral as of the Effective Date shall be added to
                        the term of the obligation as additional monthly
                        payments due under the contract, in effect, extending
                        the term of the contract.

                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.

                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.5 CLAIM
                  SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.5 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            f.    CLASS 2.6 (ICON FUNDING CORP., "ICON", AS ASSIGNEE OF PACIFIC
                  FINANCIAL COMPANY) Class 2.6 Claims are Impaired. Icon Secured
                  Claims (which are structured as leases) shall be treated as
                  follows:

                  (vi)  Icon will retain its liens on personal property
                        consisting of furniture, fixtures and equipment located
                        at the following locations ("Collateral"):

                        (1)   1894 Beach Blvd., Biloxi, MS

                        (2)   317 Haywood Rd., Greenville, SC

                        (3)   1635 Penfield Rd., Rochester, NY

                        (4)   301 Park Terr., Columbia, SC

                  (vii) Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.


                                      -23-
<PAGE>
                  (viii) All defaults under the contract shall be deemed cured
                        as of the Effective Date.

                  (ix)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, the outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.6 CLAIM
                  SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.6 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            g.    CLASS 2.7 (PACIFIC FINANCIAL COMPANY, "PACIFIC"). Class 2.7
                  Claims are Impaired. Pacific Secured Claims (which are
                  structured as leases) shall be treated as follows:

                  (vi)  Pacific will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   1700 Evans Rd., Melbourne, FL

                        (2)   3704 Shackleford Rd., Duluth, GA

                        (3)   3513 S. McKinley Pkwy, Hamby, NC

                        (4)   20435 St. Road 7, Boca Raton, FL

                        (5)   9250 Schuize Dr., West Chester, OH


                                      -24-
<PAGE>
                        (6)   709 Desoto Cove (Hwy 320), Hornlake, MS

                  (vii) Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.

                  (viii) All defaults under the contract shall be deemed cured
                        as of the Effective Date.

                  (ix)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, the outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.7 CLAIM
                  SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.7 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            h.    CLASS 2.8 (AT&T COMMERCIAL FINANCE, "AT&T", AS ASSIGNEE OF
                  PACIFIC FINANCIAL COMPANY). Class 2.8 Claims are Impaired.
                  AT&T Secured Claims (which are structured as leases) shall be
                  treated as follows:

                  (vi)  AT&T will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   1650 Wells Rd., Orange Park, FL


                                      -25-
<PAGE>
                        (2)   215 O'Neil Ct., Columbia, SC

                        (3)   3940 Lyman Dr., Hilliard, OH

                        (4)   9750 Cortana Place, Baton Rouge, LA

                        (5)   6150-A Airport Blvd., Mobile, AL

                  (vii) Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.

                  (viii) All defaults under the contract shall be deemed cured
                        as of the Effective Date.

                  (ix)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, the outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.8 CLAIM
                  SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.8 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            i.    CLASS 2.9 (LOUIS WOHL & SONS, INC., "WOHL") Class 2.9 Claims
                  are Impaired. Wohl Secured Claims shall be treated as follows:


                                      -26-
<PAGE>
                  (i)   Wohl will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   Volusia Shopping Center, Daytona Beach, FL

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral as of the Effective Date shall be added to
                        the term of the obligation as additional monthly
                        payments due under the contract, in effect, extending
                        the term of the contract.

                  (v)   All defaults under the contract shall be deemed cured as
                        of the Effective Date.

                  (vi)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.9 CLAIM
                  SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.9 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            j.    CLASS 2.10 (NEWCOURT FINANCIAL USA, INC., "NEWCOURT", AS
                  ASSIGNEE OF PACIFIC FINANCIAL COMPANY). Class 2.10 Claims are
                  Impaired. Newcourt Secured Claims (which are structured as
                  leases) shall be treated as follows:

                  (i)   Newcourt will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   6433 Winchester Rd., Memphis, TN

                        (2)   6379 Ridgewood Ct. Rd., Jackson, MS

                        (3)   2430 Eastern Blvd., Montgomery, AL

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.

                  (vi)  All defaults under the contract shall be deemed cured as
                        of the Effective Date.


                                      -27-
<PAGE>
                  (vii) All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, the outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.10
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.10 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            k.    CLASS 2.11 (GENERAL ELECTRIC CAPITAL CORP., "GECC", AS
                  ASSIGNEE OF PACIFIC FINANCIAL CORP.) Class 2.11 Claims are
                  Impaired. GECC Secured Claims (which are structured as leases)
                  shall be treated as follows:

                  (i)   GECC will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   9220 Meadows Rd., Jacksonville, FL

                        (2)   1980 Niagara Falls Blvd., Tonawanda, NY

                        (3)   2455 W. International Speedway Blvd., Daytona
                              Beach, FL

                        (4)   775 W. Brandon Blvd., Brandon, FL

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the


                                      -28-
<PAGE>
                        term of the obligations as additional monthly payments
                        due under the contract, in effect, extending the term of
                        the contract.

                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.

                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, the outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.11
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.11 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            l.    CLASS 2.12 (GENERAL ELECTRIC CAPITAL CORP., "GECC" / COLONIAL
                  PACIFIC LEASING, "COLONIAL", AS ASSIGNEES OF PACIFIC LEASING
                  COMPANY) Class 2.12 Claims are Impaired. GECC / Colonial
                  Secured Claims (which are structured as leases) shall be
                  treated as follows:

                  (i)   GECC / Colonial will retain their liens on personal
                        property consisting of furniture, fixtures and equipment
                        at the following locations ("Collateral"):

                        (1)   2501 Crownpoint Executive Dr., Charlotte, NC

                  (ii) With respect to the obligations secured by the
                  Collateral, the outstanding balance will be amortized over 48
                  months with 5% simple interest and payable in 48 equal monthly
                  payments (the


                                      -29-
<PAGE>
                        amount of a monthly payment being referred to
                        hereinafter as the "Monthly Payment Amount") beginning
                        on the Effective Date. Thereafter, monthly payments of
                        the Monthly Payment Amount (or such lesser amount as is
                        required to complete the final payment) shall continue
                        until they aggregate 14% of the original cost of the
                        Collateral, whereupon Reorganized RHG or any successor
                        in interest thereto shall become the owner of the
                        Collateral and shall have no obligation to make any
                        further payments. Upon the making of the final payment
                        required under this Plan with respect to such
                        Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.12
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.12 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            m.    CLASS 2.13 (ORIX USA CORPORATION, "ORIX", AS ASSIGNEE OF
                  PACIFIC LEASING COMPANY). Class 2.13 Claims are Impaired. Orix
                  Secured Claims (which are structured as leases) shall be
                  treated as follows:

                  (i)   Orix will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   518 Kenilworth Rd., Asheville, NC

                        (2)   980 Atlantic Blvd., Jacksonville, FL

                        (3)   8031 Concord Mills Blvd., Concord, NC

                        (4)   2910(b) Clairmont Rd., Atlanta, GA

                        (5)   1136 Miamisburg Centerville Rd., Centerville, OH

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.

                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.


                                      -30-
<PAGE>
                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, the outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.13
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.13 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            n.    CLASS 2.14 (THE CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT
                  EQUIPMENT"), AS ASSIGNEE OF PACIFIC LEASING CO.) Class 2.14
                  Claims are Impaired. CIT Equipment Secured Claims (which are
                  structured as leases) shall be treated as follows:

                  (i)   CIT Equipment will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   2450 Brice Rd., Columbus, OH

                        (2)   2770 Holcomb Bridge Rd., Roswell, GA

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.

                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.


                                      -31-

<PAGE>
                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, any outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.14
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.14 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            o.    CLASS 2.15 (THE CIT GROUP, "CIT", AS ASSIGNEE OF PACIFIC
                  LEASING CORP.). Class 2.15 Claims are Impaired. CIT Secured
                  Claims (which are structured as leases) shall be treated as
                  follows:

                  (i)   CIT will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   5828 Sawmill Rd., Columbus, OH

                        (2)   2000 Satellite Blvd., Duluth, GA

                        (3)   680 Tinsley Way, Lockhill, SC

                        (4)   3558 S. High St., Columbus, OH

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.



                                      -32-
<PAGE>
                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.

                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, any outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.15
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.15 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            p.    CLASS 2.16 (SOVEREIGN BANK, "SOVEREIGN", AS ASSIGNEE OF
                  NETWORK CAPITAL ALLIANCE DIVISION). Class 2.16 Claims are
                  Impaired. Sovereign Secured Claims (which are structured as
                  leases) shall be treated as follows:

                  (i)   Sovereign will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   709 DeSoto Cove (St. Hwy 320), Hornlake, MS

                  (ii)  If the above location is open as of the Effective Date,
                        any arrearage existing on the obligations secured by the
                        Collateral shall be added to the term of the obligations
                        as additional monthly payments due under the contract,
                        in effect, extending the term of the contract.



                                      -33-
<PAGE>
                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.

                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   If the above location is closed as of the Effective
                        Date, the outstanding balance on the obligations will be
                        amortized over 48 months with 5% simple interest and
                        payable in 48 equal monthly (the amount of a monthly
                        payment being referred to hereinafter as the "Monthly
                        Payment Amount") beginning on the Effective Date.
                        Thereafter, monthly payments of the Monthly Payment
                        Amount (or such lesser amount as is required to complete
                        the final payment) shall continue until they aggregate
                        14% of the original cost of the Collateral, whereupon
                        Reorganized RHG or any successor in interest thereto
                        shall become the owner of the Collateral and shall have
                        no obligation to make any further payments. Upon the
                        making of the final payment required under this Plan
                        with respect to such Collateral, the claimant shall sign
                        and deliver to Reorganized RHG or its successor, as the
                        case may be, a bill of sale conveying the Collateral on
                        an As-Is Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.16
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.16 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            q.    CLASS 2.17 (FLEET CAPITAL CORP., "FLEET," SUCCESSOR BY MERGER
                  TO BANCBOSTON LEASING, INC., AS ASSIGNEE OF PACIFIC LEASING
                  CO.). Class 2.17 Claims are Impaired. Fleet Secured Claims
                  (which are structured as leases) shall be treated as follows:

                  (i)   Fleet will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   8650 University City Blvd., Charlotte, NC

                        (2)   741 W. 23rd St., Panama City, FL

                        (3)   7100 N. Davis Ave., Pensacola, FL

                        (4)   830 Jefferson Rd., Herrietta, NY



                                      -34-
<PAGE>
                        (5)   2630 Gulf to Bay Blvd., Clearwater, FL

                        (6)   1291 Dogwood Dr., S.W., Conyers, GA

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.

                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.

                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, the outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.17
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.17 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            r.    CLASS 2.18 (BANCONE LEASING CORP., "BANCONE", AS ASSIGNEE OF
                  PACIFIC LEASING COMPANY). Class 2.18 Claims are Impaired.
                  BancOne Secured Claims (which are structured as leases) shall
                  be treated as follows:

                  (i)   BancOne will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):



                                      -35-
<PAGE>
                        (1)   3789 Kirkman Rd., Orlando, FL

                        (2)   391 Town Center Boulevard, Pineville, NC

                  (ii)  The outstanding balance on the obligations secured by
                        the Collateral will be amortized over 48 months with 5%
                        simple interest and payable in 48 equal monthly payments
                        (the amount of a monthly payment being referred to
                        hereinafter as the "Monthly Payment Amount") beginning
                        on the Effective Date. Thereafter, monthly payments of
                        the Monthly Payment Amount (or such lesser amount as is
                        required to complete the final payment) shall continue
                        until they aggregate 14% of the original cost of the
                        Collateral, whereupon Reorganized RHG or any successor
                        in interest thereto shall become the owner of the
                        Collateral and shall have no obligation to make any
                        further payments. Upon the making of the final payment
                        required under this Plan with respect to such
                        Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.18
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.18 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            s.    CLASS 2.19 (KEY CORP LEASING, LTD., "KEY", AS ASSIGNEE OF
                  PACIFIC FINANCIAL CO.). Class 2.19 Claims are Impaired. Key
                  Secured Claims (which are structured as leases) shall be
                  treated as follows:

                  (i)   Key will retain its liens on personal property
                        consisting of furniture, fixtures and equipment at the
                        following locations ("Collateral"):

                        (1)   2040 Stringtown Rd., Grove City, OH

                        (2)   525 Kolb Dr., Fairfield, OH

                        (3)   3573 McKinley Parkway, Hamburg, NY

                  (ii)  Any arrearage existing on the obligations secured by the
                        Collateral located at open stores as of the Effective
                        Date shall be added to the term of the obligations as
                        additional monthly payments due under the contract, in
                        effect, extending the term of the contract.



                                      -36-
<PAGE>
                  (iii) All defaults under the contract shall be deemed cured as
                        of the Effective Date.

                  (iv)  All other terms and conditions of the contract, except
                        for the payment term, shall remain the same.

                  (v)   With respect to obligations secured by Collateral at any
                        closed stores, any outstanding balance will be amortized
                        over 48 months with 5% simple interest and payable in 48
                        equal monthly payments (the amount of a monthly payment
                        being referred to hereinafter as the "Monthly Payment
                        Amount") beginning on the Effective Date. Thereafter,
                        monthly payments of the Monthly Payment Amount (or such
                        lesser amount as is required to complete the final
                        payment) shall continue until they aggregate 14% of the
                        original cost of the Collateral, whereupon Reorganized
                        RHG or any successor in interest thereto shall become
                        the owner of the Collateral and shall have no obligation
                        to make any further payments. Upon the making of the
                        final payment required under this Plan with respect to
                        such Collateral, the claimant shall sign and deliver to
                        Reorganized RHG or its successor, as the case may be, a
                        bill of sale conveying the Collateral on an As-Is
                        Where-Is basis.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.19
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.19 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            t.    CLASS 2.20 (OTHER SECURED CLAIMS). Class 2.20 Claims are
                  Impaired. In the sole discretion of the Reorganized Debtor,
                  Other Secured Claims shall be treated as follows:

                  (i)   retention of liens and receipt of deferred Cash payments
                        equal to the amount of any Allowed Class 2.20 Claim, as
                        of the Effective Date, with such deferred Cash payments
                        being made in equal monthly payments over four (4) years
                        beginning on the Effective Date or, if any such Claim
                        becomes Allowed after the Effective Date, as soon as
                        practicable after such Claim becomes Allowed, plus
                        interest on the unpaid balance at the Prime Rate (or
                        upon such other terms determined by the Bankruptcy Court
                        to provide the Holders of Class 2.20 Claims with
                        deferred cash payments having a value, as of the
                        Effective Date, equal to the value of the collateral
                        which secures the Claim); provided, however, that if an
                        undersecured Holder of a Claim in this Class elects
                        treatment


                                      -37-
<PAGE>
                        under Section 111(b)(2) of the Bankruptcy Code, the
                        Debtor reserves the right to extend the payment term
                        beyond four (4) years to the extent, if any, necessary
                        to cause the stream of monthly payments to have a
                        present value no greater than the value of the
                        collateral; or

                  (ii)  the Reorganized Debtor shall abandon the Property that
                        secures any Allowed Class 2.20 Claim to the Holder of
                        such Claim on or as soon as practicable after the later
                        of (i) the Effective Date and (ii) the date that is ten
                        (10) Business Days after the date on which such Claim
                        becomes an Allowed Class 2.20 Claim by a Final Order; or

                  (iii) such other treatment as the Debtor or Reorganized Debtor
                        and the Holder of any Allowed Class 2.20 Claim shall
                        have agreed upon in writing.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.20
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.20 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

            u.    CLASS 2.21 (BERJAYA SECURED CLAIMS). Class 2.21 Claims are
                  Impaired. The Berjaya Secured Claims will be satisfied by the
                  distribution to Berjaya of shares of New Common Stock, the
                  number of such shares to be calculated by dividing (x) the
                  outstanding amount of the Berjaya Secured Claims on the
                  Effective Date by (y) $.32.

                  COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SUBSECTION BY THE
                  REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 2.20
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.20 CLAIM
                  AND THE HOLDER OF SUCH CLAIM WILL BE FOREVER BARRED, EXPUNGED,
                  AND ESTOPPED FROM ASSERTING SUCH CLAIM IN ANY MANNER AGAINST
                  THE REORGANIZED DEBTOR AND ITS PROPERTIES AND ASSETS.

      Section 17.07 CLASS 3 CLAIMS: UNSECURED CLAIMS. Allowed Unsecured Claims
(other than Class 3.2 and Class 4 Claims) shall be treated as follows:

      a.    CLASS 3.1 (GENERAL UNSECURED CLAIMS). Class 3.1 Claims are Impaired.
            Holders of Class 3.1 Claims shall receive, on the Effective Date, at
            their option, either New Unsecured Notes or New Secured Notes,
            having a principal amount equal to the amount of their Allowed
            Claims, as follows:



                                      -38-
<PAGE>
                  NEW UNSECURED NOTES:

                  Holders electing to receive New Unsecured Notes will receive
                  unsecured notes issued under an indenture substantially in the
                  form attached as EXHIBIT G to the Disclosure Statement, in a
                  principal amount equal to the amount of their Allowed Class
                  3.1 Claims, payable in sixty (60) equal monthly installments
                  with interest at 5% per annum, in full satisfaction of their
                  Class 3.1 Claims. (The form of the New Unsecured Notes is
                  attached as an exhibit to EXHIBIT G.) In addition, with
                  respect to Fiscal Years in which Excess Cash Flow equals or
                  exceeds $100,000, mandatory prepayments shall be made on the
                  New Unsecured Notes from the New Unsecured Notes' ratable
                  share of Excess Cash Flow, calculated pursuant to the
                  methodology described in SECTION 3.06(B)(iii) of the Plan.
                  Such prepayment shall be made on August 31 of the immediately
                  succeeding Fiscal Year.

                  NEW SECURED NOTES:

                  Holders electing to receive New Secured Notes will receive
                  secured notes issued under an indenture substantially in the
                  form attached as EXHIBIT H to the Disclosure Statement, in a
                  principal amount equal to the amount of their Allowed Class
                  3.1 Claims, payable in ninety-six (96) equal monthly
                  installments with interest at 5% per annum in full
                  satisfaction of their Class 3.1 Claims. (The form of the New
                  Secured Notes is attached as an exhibit to EXHIBIT H.) In
                  addition, with respect to Fiscal Years in which Excess Cash
                  Flow equals or exceeds $100,000, mandatory prepayments shall
                  be made on the New Secured Notes from the New Secured Notes'
                  ratable share of Excess Cash Flow, calculated pursuant to the
                  methodology described in SECTION 3.06(B)(iii) of the Plan.
                  Such prepayment shall be made on August 31 of the immediately
                  succeeding Fiscal Year.

                  The New Secured Notes will be secured by unencumbered tangible
                  assets of the Debtor (18 leasehold mortgages at sites where
                  the furniture and equipment have not been pledged to lenders;
                  7 leasehold mortgages at sites where the equipment has been
                  pledged; and 16 unencumbered equipment packages), all as more
                  particularly described on EXHIBIT I to the Disclosure
                  Statement. The collateral will be held by an indenture trustee
                  for the benefit of the holders of the New Secured Notes
                  pursuant to the indenture under which the New Secured Notes
                  are issued (EXHIBIT H to the Disclosure Statement). The
                  Bankruptcy Court shall retain jurisdiction to authorize the
                  indenture trustee to act or forbear from enforcing the
                  security interest in the event of a default under the New
                  Secured Notes.

            A HOLDER OF A CLAIM IN CLASS 3.1 THAT FAILS TO INDICATE ON ITS
            BALLOT ITS ELECTION BETWEEN RECEIPT OF A NEW SECURED NOTE OR RECEIPT
            OF A NEW UNSECURED NOTE


                                      -39-
<PAGE>
            WILL BE DEEMED TO HAVE ELECTED THE NEW SECURED NOTE OPTION.
            COMPLIANCE WITH THE OBLIGATIONS UNDER THIS SECTION BY THE
            REORGANIZED DEBTOR WITH RESPECT TO ANY ALLOWED CLASS 3.1 CLAIM SHALL
            BE IN FULL SATISFACTION, SETTLEMENT, RELEASE, EXTINGUISHMENT AND
            DISCHARGE OF THE ALLOWED CLASS 3.1 CLAIM AND THE HOLDER OF SUCH
            CLAIM WILL BE FOREVER BARRED, EXPUNGED, AND ESTOPPED FROM ASSERTING
            SUCH CLAIM IN ANY MANNER AGAINST THE REORGANIZED DEBTOR AND ITS
            PROPERTIES AND ASSETS.

      b.    CLASS 3.2 (CONVENIENCE CLASS CLAIMS). Class 3.2 Claims are Impaired.
            This class consists of general unsecured claims of $10,000.00 or
            less and larger claims which the holders are willing to reduce to
            $10,000.00. These claims will be paid in cash in full on the
            Effective Date, without interest.

      Section 17.08 CLASS 4 (SECURITIES CLAIMS). Class 4 Claims are Impaired. To
the extent, if any, the Class 4 Claims are Allowed, they are subordinated under
section 510(b) of the Bankruptcy Code and will have the same priority as the
Class 5 Interests. To the extent, if any, Allowed, the Class 4 Claims will share
ratably with the Holders of the Class 5 Interests in the issuance by Reorganized
RHG of 9,708,741 shares of New Common Stock, which are estimated to constitute
approximately 38% of the stock in Reorganized RHG, the balance of the New Common
Stock being issued to the Berjaya DIP Financing Group pursuant to Section
3.06(a) and to Berjaya pursuant to Section 3.06(u). The methodology employed in
determining the number of shares of New Common Stock to be issued pursuant to
the Plan is described in ARTICLE IV(C)(2)(a) of the Disclosure Statement. The
methodology to be employed in determining the respective ratable shares of the
Holders of Class 4 Claims and the Holders of Class 5 Interests is set forth in
Section 6.01 of the Plan.

                             TREATMENT OF INTERESTS:

      Section 17.09 CLASS 5 (OLD COMMON STOCK INTERESTS). The Holders of the
Class 5 Interests will share ratably with the Holders of Allowed Class 4 Claims,
if any, in the issuance by Reorganized RHG of 9,708,741 shares of New Common
Stock.

      Section 17.10 CLASS 6 (OTHER INTERESTS). The Holders of Class 6 Interests
will neither receive nor retain any property under the Plan on account of their
Class 6 Interests.

                                  ARTICLE XVIII

                               FUNDING OF THE PLAN

      Section 18.01 EFFECTIVE DATE PAYMENTS. Prior to the entry of the
Confirmation Order, the Reorganized Debtor shall deliver Cash to the Disbursing
Agent in an amount totaling the aggregate of all Effective Date Payments to be
made by such Disbursing Agent, and shall deliver to the Disbursing Agent the
shares of the New Common Stock which are to be distributed on the Effective
Date. The "EFFECTIVE DATE PAYMENTS" shall consist of the following: (i) that
portion of all Allowed Administrative Expense Claims required to be paid in Cash
on the Effective Date pursuant to SECTION 3.03 of the Plan, (ii) that portion of
any Allowed Priority Tax Claims and Allowed Class 1 Claims required to be paid
in Cash on the Effective Date pursuant to SECTION 3.04 and SECTION 3.05 of the
Plan, respectively, (iii) Cash in such amount as may be necessary to


                                      -40-
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fund the payments to secured creditors required by SECTION 3.06 of the Plan; and
(iv) Cash in such amount as may be necessary to fund payments for distributions
in accordance with SECTION 3.07 of the Plan.

                                   ARTICLE XIX

                  ACCEPTANCE OR REJECTION OF THE PLAN; CRAMDOWN

      Section 19.01 ACCEPTANCE BY AN IMPAIRED CLASS OF CREDITORS. Pursuant to
section 1126(c) of the Bankruptcy Code, an Impaired Class of Claims shall have
accepted the Plan if (a) the Holders of at least two-thirds (2/3rds) in dollar
amount of the Allowed Claims actually voting in such Class (other than Claims
held by any Holder designated pursuant to section 1126(e) of the Bankruptcy
Code) have timely and properly voted to accept the Plan and (b) more than
one-half (1/2) in number of such Allowed Claims actually voting in such Class
(other than Claims held by any Holder designated pursuant to section 1126(e) of
the Bankruptcy Code) have timely and properly voted to accept the Plan.

      Section 5.02 ACCEPTANCE BY AN IMPAIRED CLASS OF INTEREST HOLDERS. Pursuant
to section 1126(d) of the Bankruptcy Code, an Impaired Class of Interests shall
have accepted the Plan if the Holders of at least two-thirds (2/3rds) in amount
of the Allowed Interests actually voting in such class (other than Interests
held by any Holder designated pursuant to section 1126(e) of the Bankruptcy
Code) have timely and properly voted to accept the Plan.

      Section 19.03 VOTING CLASSES. Except as otherwise required by the
Bankruptcy Code or the Bankruptcy Rules or as otherwise provided in this SECTION
5.03, the Holders of Class 2.1, Class 2.2, Classes 2.4 through 2.21, Class 3.1,
Class 3.2 and Class 4 Claims, and the Holders of Class 5 Interests, shall be
entitled to vote separately as a Class to accept or reject the Plan. Classes of
Claims Unimpaired under the Plan (i.e., Class 1.1 Claims, Class 1.2 Claims and
Class 2.3 Claims) shall not be entitled to vote to accept or reject the Plan,
and shall be conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code, and the votes of Holders in such Classes will
not be solicited. The Holders of Class 6 Interests will receive or retain
nothing under the Plan on account of their Class 6 Interests, shall not be
entitled to vote on the Plan, and shall be conclusively presumed not to have
accepted the Plan pursuant to section 1126(g) of the Bankruptcy Code. In
accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative
Expense Claims and Priority Tax Claims are not classified. Holders of
Administrative Expense Claims and Priority Tax Claims will be paid in full and
are excluded from the Classes designated to vote to accept or reject the Plan.

      Section 19.04 ONE VOTE PER HOLDER. If a Holder of a Claim holds more than
one Claim in any one Class, all Claims of such Holder in such Class shall be
aggregated and deemed to be one Claim for purposes of determining the number of
Claims in such Class voting on the Plan.

      Section 19.05 CRAMDOWN. If all applicable requirements for Confirmation of
the Plan are met as set forth in section 1129(a)(1) through (13) of the
Bankruptcy Code except subsection (8) thereof, the Debtor reserves the right to
modify the Plan and request that the Bankruptcy Court confirm the Plan in
accordance with section 1129(b) of the Bankruptcy Code,


                                      -41-
<PAGE>
notwithstanding the requirements of section 1129(a)(8) thereof, on the basis
that the Plan is fair and equitable, and does not discriminate unfairly, with
respect to each Class of Claims or Interests that is Impaired under, and has not
accepted, the Plan.

                                   ARTICLE XX

                PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN

      Section 20.01 TIMING OF DISTRIBUTIONS. Except as set forth in the Plan,
the distribution of Property will be made to Holders of Allowed Claims and
Allowed Interests in accordance with Articles III and IV of the Plan. If a Claim
is not an Allowed Claim as of the applicable Distribution Date, distributions
will be made only if and when the Claim is Allowed and in accordance with
Articles III and IV of the Plan. Notwithstanding any other provisions in this
Plan, in the event that, as of the Effective Date, any timely Filed Class 4
Claims have not yet been Allowed or Disallowed pursuant to a Final Order, the
9,708,741 shares of New Common Stock referred to in SECTIONS 3.08 AND 3.09 of
the Plan shall be issued and held as treasury stock by Reorganized RHG. At such
time as all timely Filed Class 4 Claims have been resolved pursuant to a Final
Order or Orders, said shares shall be distributed by Reorganized RHG in
accordance with SECTION 3.09 and, if applicable, SECTION 3.08 of the Plan.

      At such time as the ultimate distribution of the 9,708,741 shares of New
Common Stock is to be made to the Holders of the Class 5 Interests and, if any,
to the Holders of Allowed Class 4 Claims, the ratable share of the Holders of
the Allowed Class 4 Claims shall be determined by multiplying 9,708,741 by a
fraction the numerator of which (x) shall be the aggregate amount of Allowed
Class 4 Claims and the denominator of which (y) shall be the sum of (i) the
aggregate amount of Allowed Class 4 Claims, plus (ii) the value, as of the end
of the most recent calendar quarter preceding the distribution date, of the
9,708,741 shares of New Common Stock. The ratable share of the Holders of the
Class 5 Interests shall be determined by subtracting the ratable share of the
Holders of the Allowed Class 4 claims from 9,708,741.

      Section 20.02 DISTRIBUTION RECORD DATE. As of the close of business on the
Distribution Record Date, all transfer ledgers, transfer books, registers and
any other records maintained by the designated transfer agents with respect to
ownership of the equity security interests will be closed and, for purposes of
the Plan, there shall be no further changes in the record Holders of these
Interests. The Disbursing Agent, as the party responsible to distribute to all
interest holders, shall have no obligation to recognize the transfer of any
stock occurring after the Distribution Record Date, and will be entitled for all
purposes to recognize and deal only with those Holders of Interests as of the
close of business on the Distribution Record Date, as reflected on such ledgers,
books, registers or records.

      Section 20.03 DELIVERY OF DISTRIBUTIONS. The Disbursing Agent (and, where
applicable, the Indenture Trustee) will make distributions to Holders of Allowed
Claims and Interests at the addresses set forth on the Proofs of Claim, if any,
Filed by such Holders or at the last known addresses of such Holders. If any
such Holder's distribution is returned as undeliverable, no further distribution
will be made to such Holder unless and until the Disbursing Agent (or, where
applicable, the Indenture Trustee) is notified of such Holder's then current
address, at which time all missed distributions will be made to such Holder,
without interest.



                                      -42-
<PAGE>
      Section 20.04 METHOD OF CASH DISTRIBUTIONS. Any payment to be made
pursuant to the Plan may be made by draft, check, wire transfer, or as otherwise
required or provided in any relevant agreement or applicable law at the option
of the Reorganized Debtor, Disbursing Agent, or Indenture Trustee as the case
may be.

      Section 20.05 FAILURE TO NEGOTIATE CHECKS. Checks issued in respect of
distributions under the Plan shall be null and void if not negotiated within
sixty (60) days after the date of issuance. Any amounts returned in respect of
such non-negotiated checks shall be held by the Disbursing Agent, the
Reorganized Debtor or the Indenture Trustee, as applicable, as appropriate.
Requests for reissuance for any such check shall be made directly to the
Reorganized Debtor or the Indenture Trustee by the Holder of the Allowed Claim
with respect to which such check originally was issued. All amounts represented
by any voided check will be held until the later of one (1) year after (A) the
date of the issuance of the check or (B) the date that a particular Claim is
Allowed, and all requests for reissuance by the Holder of the Allowed Claim in
respect of a voided check are required to be made prior to such date.
THEREAFTER, ALL SUCH AMOUNTS SHALL BE DEEMED TO BE UNCLAIMED PROPERTY, IN
ACCORDANCE WITH SECTION 6.06 OF THE PLAN, AND ALL CLAIMS IN RESPECT OF VOID
CHECKS AND THE UNDERLYING DISTRIBUTIONS SHALL BE FOREVER BARRED, ESTOPPED AND
ENJOINED FROM ASSERTION IN ANY MANNER AGAINST THE DEBTOR OR ITS PROPERTIES AND
ASSETS.

      Section 20.06 UNCLAIMED DISTRIBUTIONS. All Property distributed on account
of Claims or Interests must be claimed within the later of (y) one (1) year
after the Effective Date or (z) one (1) year after such distribution is made to
such Holder or, in the case of a distribution made in the form of a check, must
be negotiated and a request for reissuance be made as provided for in SECTION
6.05 of the Plan. All Unclaimed Property will be transferred to and vest in the
Reorganized Debtor. All full or partial payments made by the Disbursing Agent,
Reorganized Debtor or Indenture Trustee and received by the Holder of a Claim
prior to the Effective Date will be deemed to be payments under the Plan for
purposes of satisfying the obligations of Debtor and Reorganized Debtor pursuant
to the Plan. Nothing contained in the Plan shall require the Reorganized Debtor,
the Disbursing Agent or the Indenture Trustee to attempt to locate any Holder of
an Allowed Claim other than by reviewing the records of the Debtor. PURSUANT TO
SECTION 1143 OF THE BANKRUPTCY CODE, ALL CLAIMS IN RESPECT OF UNCLAIMED PROPERTY
SHALL BE DEEMED DISALLOWED AND THE HOLDER OF ANY CLAIM DISALLOWED IN ACCORDANCE
WITH THIS SECTION 6.06 WILL BE FOREVER BARRED, EXPUNGED, ESTOPPED AND ENJOINED
FROM ASSERTION OF THE CLAIM IN ANY MANNER AGAINST THE DEBTOR OR ITS PROPERTY AND
ASSETS.

      Section 6.07 LIMITATION ON DISTRIBUTION RIGHTS. If a claimant holds more
than one Claim in any one Class, all Claims of the claimant in that Class will
be aggregated into one Claim and one distribution will be made with respect to
the aggregated Claim.

      Section 6.08 DENOMINATIONS OF NEW COMMON STOCK. The New Common Stock shall
be issued only in whole dollar increments, with any fractional dollar amounts to
be disregarded.

      Section 6.09 COMPLIANCE WITH TAX REQUIREMENTS. In connection with each
distribution with respect to which the filing of an information return (such as
an Internal


                                      -43-
<PAGE>
Revenue Service Form 1099 or 1042) or withholding is required, the Reorganized
Debtor, Disbursing Agent or Indenture Trustee shall file such information return
with the Internal Revenue Service and provide any required statements in
connection therewith to the recipients of such distribution or effect any such
withholding and deposit all moneys so withheld as required by law. With respect
to any Person from whom a tax identification number, certified tax
identification number or other tax information required by law to avoid
withholding has not been received by the Reorganized Debtor, Disbursing Agent or
Indenture Trustee within thirty (30) days from the date of such request, the
Reorganized Debtor, Disbursing Agent or the Indenture Trustee may, at their
option, withhold the amount required and distribute the balance to such Person
or decline to make such distribution until the information is received.

      Section 6.10 DE MINIMIS DISTRIBUTIONS. No Cash payment of less than five
($5.00) dollars shall be made to any Holder of a Claim on account of its Allowed
Claim; provided, however, that if and when the cumulative amounts due to such a
Holder equal or exceed $5.00, they shall be paid to the Holder on the next
Distribution Date.

      Section 6.11 SETOFFS. The Debtor or the Reorganized Debtor, as the case
may be, may, but shall not be required to, set off against any Claims and the
payments or distributions to be made pursuant to the Plan in respect of such
Claims, any and all debts, liabilities and Claims of every type and nature
whatsoever which the Estate or the Debtor may have against the Creditors, but
neither the failure to do so nor the allowance of any such Claims, whether
pursuant to the Plan or otherwise, shall constitute a waiver or release by the
Debtor or the Reorganized Debtor of any such claims the Debtor or Reorganized
Debtor may have against such Creditors, and all such claims shall be reserved to
and retained by the Debtor or Reorganized Debtor.

      Section 6.12 DOCUMENTATION NECESSARY TO RELEASE LIENS. Each Creditor which
is to receive a distribution under the Plan in full satisfaction of a Secured
Claim shall not receive such distribution until such Creditor executes and
delivers any and all documents necessary to release all Liens arising under any
applicable security agreement or non-bankruptcy law (in recordable form if
appropriate) in connection with such Secured Claim and such other documents as
the Reorganized Debtor or Disbursing Agent may reasonably request.

      Section 6.13 ALLOCATION BETWEEN PRINCIPAL AND ACCRUED INTEREST. Except as
otherwise specifically provided in the Plan, or in the operative documents
executed by a Creditor and the Debtor to implement the Plan, on the Effective
Date, the aggregate consideration paid to Creditors in respect of their Claims
shall be treated as allocated first to the principal amount of such Claims and
then to the accrued interest thereon, to the extent interest is payable on or as
part of such Claims.

      Section 6.14 SATURDAY, SUNDAY AND LEGAL HOLIDAY. If any payment,
distribution or other act under the Plan is required to be made or performed on
a date that is not a Business Day, then the making of such payment or the
performance of such act may be completed on the next succeeding Business Day,
but shall be deemed to have been timely completed as of the required date.



                                      -44-
<PAGE>
                                   ARTICLE XXI

            EXECUTORY CONTRACTS AND UNEXPIRED LEASES; INDEMNIFICATION
                          OBLIGATIONS; BENEFIT PROGRAMS

      Section 21.01 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. On
the Effective Date, except as otherwise provided in SECTION 7.05 of the Plan,
all executory contracts and unexpired leases that exist between the Debtor and
any Entity which (i) have not previously been assumed, assumed and assigned, or
rejected pursuant to an order of the Bankruptcy Court on or prior to the
Confirmation Date, and (ii) are not the subject of pending motions to assume or
assume and assign as of the Confirmation Date will be deemed rejected in
accordance with the provisions and requirements of section 365 of the Bankruptcy
Code. All executory and unexpired leases that are assumed will be assumed under
their present terms or upon such terms as are agreed to between the Debtor and
the other party to the executory contract or unexpired lease.

      Section 21.02 CLAIMS FOR REJECTION DAMAGES. Proofs of Claim for alleged
damages arising from the rejection pursuant to the Plan, the Confirmation Order
or any subsequent Order of the Bankruptcy Court, of any executory contract or
any unexpired lease shall be Filed with the Bankruptcy Court and served on
counsel for the Debtor or Reorganized Debtor not later than thirty (30) days
after the service of the earlier of: (i) notice of entry of the Confirmation
Order or (ii) other notice that the executory contract or unexpired lease has
been rejected (including service of an Order of the Bankruptcy Court providing
for such rejection). If an executory contract or unexpired lease is rejected
after the balloting on the Plan has occurred, the Holder of a Claim based on
such rejection shall indicate in its Proof of Claim its election to receive a
New Secured Note or New Unsecured Note in respect of such Claim. If no election
is indicated in the Proof of Claim, the Holder will be deemed to have elected
the New Secured Note option. Notwithstanding the foregoing, if the Claim is
Allowed in an amount of $10,000.00 or less, it shall be treated as a Class 3.2
(Convenience Class) Claim. ANY HOLDER OF A CLAIM ARISING FROM THE REJECTION OF
ANY EXECUTORY CONTRACT OR ANY UNEXPIRED LEASE THAT FAILS TO FILE SUCH PROOF OF
CLAIM ON OR BEFORE THE DATE SPECIFIED IN THIS PARAGRAPH SHALL BE FOREVER BARRED,
ESTOPPED AND ENJOINED FROM ASSERTING SUCH CLAIMS IN ANY MANNER AGAINST THE
DEBTOR OR REORGANIZED DEBTOR (OR FILING PROOFS OF CLAIM WITH RESPECT THEREOF) OR
THEIR PROPERTY AND THE DEBTOR OR REORGANIZED DEBTOR SHALL BE FOREVER DISCHARGED
FROM ALL INDEBTEDNESS OR LIABILITY WITH RESPECT TO SUCH CLAIMS, AND, IF
APPLICABLE, SUCH HOLDERS SHALL NOT BE PERMITTED TO VOTE ON THE PLAN OR TO
PARTICIPATE IN ANY DISTRIBUTION IN THIS CHAPTER 11 CASE ON ACCOUNT OF SUCH
CLAIMS OR TO RECEIVE FURTHER NOTICES REGARDING SUCH CLAIMS AND SHALL BE BOUND BY
THE TERMS OF THE PLAN.

      Section 21.03 OBJECTIONS TO AND TREATMENT OF REJECTION CLAIMS. The
Bankruptcy Court shall determine any Objections to any Proofs of Claim Filed in
accordance with SECTION 7.02 hereof at a hearing to be held at a date to be
determined by the Bankruptcy Court. Unsecured Claims arising out of the
rejection of executory contracts and unexpired leases shall, pursuant to section
502(g) of the Bankruptcy Code, be Allowed Class 3.1 Claims entitled to the same
treatment under the Plan received by the other Allowed Class 3.1 Claims, or
Class 3.2 (Convenience Class) Claims, as the case may be.



                                      -45-
<PAGE>

      Section 21.04 EXECUTORY CONTRACTS AND UNEXPIRED LEASES ENTERED INTO AND
OTHER OBLIGATIONS INCURRED AFTER THE PETITION DATE. On the Effective Date, all
contracts, leases, and other agreements entered into by the Debtor on or after
the Petition Date, which agreements have not been terminated in accordance with
their terms on or before the Confirmation Date, shall revest in and remain in
full force and effect as against the Reorganized Debtor and the other parties to
such contracts, leases and other agreements under their present terms or upon
such terms as are agreed to between the Debtor or Reorganized Debtor and the
other parties in a manner consistent with SECTION 3.03 of the Plan.

      Section 21.05 BENEFIT PROGRAMS. Except and to the extent previously
assumed by an order of the Bankruptcy Court on or before the Confirmation Date,
all employee compensation and benefit programs of the Debtor, including programs
subject to sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into
before or after the Petition Date and not since terminated, shall be deemed to
be, and shall be treated as though they are, executory contracts that are
assumed under of the Plan, but (except as otherwise determined by Reorganized
RHG) only to the extent that rights under such programs are held by the Debtor
or Persons who are employees of the Debtor as of the Confirmation Date, and the
Debtor's obligations under such programs to Persons who are employees of the
Debtor on the Confirmation Date (or former employees if so determined by
Reorganized RHG) shall survive Confirmation of the Plan, except for (i)
executory contracts or plans specifically rejected pursuant to the Plan (to the
extent such rejection does not violate sections 1114 and 1129(a)(13) of the
Bankruptcy Code) and (ii) executory contracts or plans as have previously been
rejected, are the subject of a motion to reject, or have been specifically
waived by the beneficiaries of any plans or contracts; provided, however, that
the Debtor's obligations, if any, to pay all "retiree benefits" as defined in
section 1114(a) of the Bankruptcy Code shall continue; provided further,
however, that nothing herein shall extend or otherwise modify the duration of
such period or affect the Debtor's ability or the Reorganized Debtor's ability
to modify the terms and conditions of the retiree benefits as otherwise
permitted by such plans and applicable nonbankruptcy law.

      Section 21.06 EMPLOYMENT AGREEMENTS. Notwithstanding anything in this
ARTICLE VII to the contrary, unless previously approved by the Bankruptcy Court
or otherwise assumed by separate motion and order on or before the Effective
Date, all employment and/or compensation agreements between the Debtor and any
employees shall be deemed rejected in accordance with the provisions and
requirements of section 365 of the Bankruptcy Code.

                                  ARTICLE XXII

                      MEANS FOR IMPLEMENTATION OF THE PLAN

      Section 22.01 CORPORATE ACTION. The entry of the Confirmation Order shall
constitute authorization for the Debtor and Reorganized Debtor to take or cause
to be taken all corporate or other actions necessary or appropriate to
consummate and implement the provisions of the Plan prior to, on and after the
Effective Date, and all such actions taken or caused to be taken shall be deemed
to have been authorized and approved by the Bankruptcy Court. All such actions
shall be deemed to have occurred and shall be in effect pursuant to applicable
nonbankruptcy law and the Bankruptcy Code, without any requirement of further
action by the stockholders, administrators, agents, officers or directors of the
Debtor or Reorganized Debtor. On the


                                      -46-
<PAGE>
Effective Date, the appropriate equityholders, stockholders, administrators,
agents, officers or directors of the Debtor and Reorganized Debtor are
authorized and directed to execute and deliver the agreements, documents and
instruments contemplated by the Plan and Plan Documents in the name and on
behalf of the Reorganized Debtor.

      Section 22.02 ISSUANCE OF NEW COMMON STOCK. On the Effective Date, all of
the Interests shall be canceled and the Reorganized Debtor shall issue the
number of shares of New Common Stock necessary to implement the Plan.

      Section 8.03 DIP FACILITY. To the extent, if any, it has not been funded
fully by the Effective Date, the DIP Facility shall be funded fully on the
Effective Date.

      Section 8.04 OPERATIONS BETWEEN THE CONFIRMATION DATE AND THE EFFECTIVE
DATE. The Debtor shall continue to operate as debtor-in-possession, subject to
the supervision of the Bankruptcy Court, during the period from the Confirmation
Date through and until the Effective Date.

      Section 8.05 REVESTING OF ASSETS AND PROPERTY IN THE REORGANIZED DEBTOR.
Except as otherwise expressly provided in the Plan, pursuant to sections
1123(a)(5), 1123(b)(3) and 1141(b) of the Bankruptcy Code, all Property
comprising the Estate of the Debtor, including all Causes of Action, shall
automatically be retained and revest in the Reorganized Debtor or its respective
successor, free and clear of all Claims, Liens, contractually-imposed
restrictions, charges, encumbrances and Interests of Creditors and equity
security holders on the Effective Date with all such Claims, Liens,
contractually-imposed restrictions, charges, encumbrances and Interests, being
extinguished, except as otherwise provided in the Plan, and the Reorganized
Debtor shall own and hold good and marketable title to the Property. On and
after the Effective Date, the Reorganized Debtor may operate its business and
use, acquire and dispose of Property and settle and compromise Claims or
Interests without supervision of the Bankruptcy Court, free of any restrictions
of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions
expressly imposed by the Plan and Confirmation Order. Without limiting the
foregoing, the Reorganized Debtor may pay the charges it incurs for professional
fees, disbursements, expenses, or related support services incurred after the
Effective Date without any application to the Bankruptcy Court.

      Section 8.06 CAUSES OF ACTION. Except as otherwise provided in the Plan
and Plan Documents, all Causes of Action (including Avoidance Actions but
excluding preference actions) shall automatically be retained and preserved and
will revest in the Reorganized Debtor. Pursuant to section 1123(b)(3)(B) of the
Bankruptcy Code, the Reorganized Debtor shall retain and have the exclusive
right to enforce and prosecute Causes of Action (other than preference actions)
against any Entity.

      Section 8.07 CLAIMS ARISING OUT OF RECOVERED AVOIDABLE TRANSFERS. Any
Person or governmental unit that holds a Class 3.1 Claim arising from the
recovery of a transfer pursuant to the prosecution or settlement of an Avoidance
Action brought pursuant to SECTION 8.06 of the Plan shall hold, to the extent
provided by law, an Allowed Class 3.1 Claim on account of such Claim in an
amount equal to the recovery actually received by the estate, and


                                      -47-
<PAGE>
such Allowed Class 3.1 Claim shall be entitled to the same treatment under the
Plan received by the other Allowed Class 3.1 Claims.

      Section 8.08 REORGANIZED DEBTOR'S POST-EFFECTIVE DATE RESPONSIBILITIES AND
POWERS. After the Effective Date, the responsibilities of the Reorganized Debtor
under the Plan shall include: (i) the receipt of the assets of the Debtor's
Estate (ii) pursuing Objections to and settlements of Claims (other than a Claim
that is Allowed or deemed to be Allowed pursuant to the Plan or Final Order);
(iii) prosecuting and/or settling and compromising any retained Avoidance
Actions or any other Cause of Action, subject to SECTION 8.06 of the Plan; (iv)
calculating and implementing all distributions to be made under the Plan to
Creditors holding Allowed Claims (except as otherwise provided under the Plan);
(v) enforcing all provisions of the Plan and Confirmation Order; and (vi) such
other duties as may be vested in the Reorganized Debtor pursuant to the Plan or
order of the Bankruptcy Court or as may be necessary and proper to carry out the
provisions of the Plan. The Debtor and the Reorganized Debtor shall have the
power and authorization, without obtaining any further authorization or order
from the Bankruptcy Court, to perform any act (or omission) as may be necessary
and proper to carry out the post-Effective Date responsibilities identified in
this SECTION 8.08.

      Section 8.09 COMPENSATION. In addition to reimbursement for the actual
out-of-pocket expenses incurred, any officers, administrators, directors,
employees, agents or Professionals of the Debtor and/or Reorganized Debtor,
following the confirmation and Effective Date of the Plan, shall be entitled to
reasonable compensation for services rendered in connection with the Reorganized
Debtor's responsibilities and powers set forth in SECTION 8.08 of the Plan, or
otherwise, after Confirmation and after the Effective Date of the Plan. With
respect to any officers, administrators, directors, employees, agents or
Professionals engaged or retained by the Debtor, such compensation shall be in
an amount and on such terms as may be agreed to by the Debtor and such officers,
administrators, directors, employees, agents or Professionals, and shall be paid
on the Effective Date. Any dispute with respect to such compensation shall be
resolved by agreement among the parties or, if the parties are unable to agree,
by the Bankruptcy Court.

                                  ARTICLE XXIII

                           PROVISIONS FOR TREATMENT OF
                     DISPUTED CLAIMS GOVERNING DISTRIBUTIONS

      Section 23.01 OBJECTIONS TO CLAIMS AND INTERESTS. An Objection to the
allowance of a Claim or Interest (other than any of the DIP Financing
Obligations) shall be in writing and shall be Filed with the Bankruptcy Court by
the Debtor or the Reorganized Debtor at any time on or before the Claim
Objection Deadline or the Interest Objection Deadline, unless another date is
established by the Bankruptcy Court or the Plan, as amended. The Reorganized
Debtor shall have the right to petition the Bankruptcy Court for an extension of
such dates. The objecting party shall serve a copy of each such Objection upon
the Holder of the Claim or Interest to which it pertains. The Debtor or the
Reorganized Debtor, as the case may be, will prosecute each Objection to a Claim
or Interest until determined by a Final Order unless the Debtor or the
Reorganized Debtor (i) compromises and settles an Objection to a Claim or
Interest by written stipulation, subject to Bankruptcy Court approval, if
necessary, or (ii) withdraws an Objection to a Claim or Interest. The failure by
the Debtor or the Reorganized Debtor to object to any Claim


                                      -48-
<PAGE>
or Interest for voting purposes shall not be deemed a waiver of the rights to
object to, or re-examine, any such Claim or Interest, as applicable, in whole or
in part.

      Section 23.02 AMENDMENTS TO CLAIMS AND REQUESTS FOR PAYMENT OF
ADMINISTRATIVE EXPENSE CLAIMS; CLAIMS FILED AFTER THE BAR DATES. Unless
otherwise provided in a Final Order of the Bankruptcy Court:

            a.    after the Bar Date, a Claim on account of which a Proof of
                  Claim is not timely Filed in accordance with the Plan, the
                  Bankruptcy Code, the Bankruptcy Rules or an Order of the
                  Bankruptcy Court, may not be Filed or amended without the
                  authorization of the Bankruptcy Court and, even with such
                  Bankruptcy Court authorization, may be amended by the Holder
                  of such Claim solely to decrease, but not to increase, the
                  face amount or priority; and

            b.    except as provided for in SECTION 10.03 of the Plan, after the
                  Administrative Expense Claims Bar Date, a Claim on account of
                  which a request for payment of Administrative Expense Claims
                  is not timely Filed in accordance with SECTION 10.02, may not
                  be Filed or amended without the authorization of the
                  Bankruptcy Court and, even with such Bankruptcy Court
                  authorization, may be amended by the Holder of such Claim
                  solely to decrease, but not to increase, the face amount or
                  priority.

Except as otherwise provided in the Plan, any new or amended Claim Filed after
the Bar Date or the Administrative Expense Claims Bar Date (as applicable) shall
be deemed Disallowed in full and expunged without any action by the Debtor or
Reorganized Debtor, unless the Holder of such Claim has obtained prior
Bankruptcy Court authorization for the Filing. The Holder of a Claim which is
Disallowed pursuant to this SECTION 9.02 shall not receive any distribution on
account of such Claim. The Debtor or Reorganized Debtor shall File with the
Bankruptcy Court and serve on the Holder of any Claim whose Claim is deemed
Disallowed pursuant to this SECTION 9.02, but whose Proof of Claim or request
for payment of an Administrative Expense Claim is subsequently deemed timely
Filed or Allowed notwithstanding this SECTION 9.02 by a Final Order of the
Bankruptcy Court, any Objection to such Claim or request for estimation thereof
within sixty (60) days (or such later date as the Bankruptcy Court shall
approve) after any such order becomes a Final Order.

      Section 23.03 NO PAYMENT OR DISTRIBUTION PENDING ALLOWANCE. All references
to Claims and Interests and amounts of Claims and Interests refer to the amount
of the Claim or Interest Allowed by operation of law, Final Order of the
Bankruptcy Court or the Plan. Accordingly, notwithstanding any other provision
in the Plan, no payment or distribution shall be made on account of or with
respect to any Claim or Interest to the extent it is a Disputed Claim or
Disputed Interest unless and until the Disputed Claim or Disputed Interest
becomes an Allowed Claim or an Allowed Interest, as applicable. Notwithstanding
the foregoing, on or as soon as practicable after the Claim Objection Deadline
or the Interest Objection Deadline, as applicable, the Disbursing Agent shall
make distributions to Holders of Disputed Claims or Disputed Interests to the
extent, and only to the extent, the portion of such Claim or Interest is not
subject to a pending Objection.

      Section 23.04 DISPUTED DISTRIBUTION. If any dispute arises as to the
identity of a Holder of an Allowed Claim who is to receive any distribution, the
Debtor, Reorganized Debtor, Disbursing Agent or Indenture Trustee may, in lieu
of making such distribution to such Holder, make such distribution into an
escrow account until the disposition thereof shall be determined


                                      -49-
<PAGE>
by Final Order of the Bankruptcy Court or by written agreement among the
interested parties to such dispute.

      Section 23.05 ESTIMATION. In order to effectuate distributions pursuant to
the Plan and avoid undue delay in the administration of the Estate, the Debtor
or the Reorganized Debtor, as the case may be, shall have the right, at any
time, to seek an order of the Bankruptcy Court, after notice and a hearing
(which notice may be limited to the Holder of such Disputed Claim and which
hearing may be held on an expedited basis), estimating a Disputed Claim pursuant
to section 502(c) of the Bankruptcy Code, irrespective of whether the Debtor or
Reorganized Debtor has previously objected to such Claim or Interest or whether
the Bankruptcy Court has ruled on any such Objection. If the Bankruptcy Court
estimates any contingent, Disputed or unliquidated Claim or Interest, that
estimated amount will constitute either the Allowed Amount of such Claim or
Interest or a maximum limitation on such Claim or Interest, as determined by the
Bankruptcy Court. If the estimated amount constitutes a maximum limitation on
such Claim or Interest, the Debtor or Reorganized Debtor may elect to pursue any
supplemental proceedings to object to any ultimate payment on account of such
Claim or Interest. All of these Objection and resolution procedures are
cumulative and not necessarily exclusive of one another. In addition to seeking
estimation of Claims as provided in this SECTION 9.05, the Debtor or Reorganized
Debtor may resolve or adjudicate any Disputed Claim in the manner in which the
amount of such Claim and the rights of the Holder of such Claim would have been
resolved or adjudicated if this Chapter 11 Case had not been commenced. Claims
may be subsequently compromised, settled, withdrawn or resolved by the Debtor or
Reorganized Debtor pursuant to SECTION 9.06 herein.

      Section 23.06 RESOLUTION OF DISPUTED CLAIMS AND INTERESTS. Unless agreed
to otherwise, prior to the Effective Date, the Debtor or the Reorganized Debtor,
as the case may be, shall have the sole right (i) to initiate and prosecute any
Objections to Claims against or any Interests in the Debtor or the Estate, (ii)
to request estimation of each such Claim and Interest pursuant to SECTION 9.05
of the Plan, (iii) to litigate any Objection to Final Order, (iv) to settle or
to compromise any Claim or Interest or (v) to withdraw any Objection to any
Claim or Interest.

                                  ARTICLE XXIV

                         BAR DATES FOR UNSECURED CLAIMS,
              ADMINISTRATIVE EXPENSE CLAIMS AND PROFESSIONAL CLAIMS

      Section 24.01 EFFECT OF BAR DATE FOR CLAIMS. EXCEPT AS PROVIDED IN SECTION
7.02 HEREOF WITH RESPECT TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES, ANY HOLDER
OF A CLAIM AGAINST THE DEBTOR ARISING PRIOR TO OR WHICH MAY BE DEEMED TO HAVE
ARISEN PRIOR TO THE PETITION DATE THAT FAILED TO FILE SUCH PROOF OF CLAIM ON OR
BEFORE THE BAR DATE SHALL BE FOREVER BARRED, ESTOPPED AND ENJOINED FROM
ASSERTING SUCH CLAIMS (OR FILING PROOFS OF CLAIM WITH RESPECT THEREOF) IN ANY
MANNER AGAINST THE DEBTOR OR ITS PROPERTY OR ASSETS, AND THE DEBTOR SHALL BE
FOREVER DISCHARGED FROM ALL INDEBTEDNESS OR LIABILITY WITH RESPECT TO SUCH
CLAIMS, AND SUCH HOLDERS SHALL NOT BE PERMITTED TO VOTE ON THE PLAN OR TO
PARTICIPATE IN ANY DISTRIBUTION IN THIS CHAPTER 11 CASE ON ACCOUNT OF SUCH
CLAIMS OR TO RECEIVE FURTHER NOTICES REGARDING SUCH CLAIMS AND SHALL BE BOUND BY
THE TERMS OF THE PLAN. In the event the Debtor or Reorganized Debtor amends its
Schedules, the Debtor or Reorganized Debtor shall


                                      -50-
<PAGE>
give notice of any amendment to the Holders of Claims affected thereby and such
Holders shall be afforded thirty (30) days from the date such notice is given
(or such other time period as may be fixed by the Bankruptcy Court) to File
Proofs of Claim, if necessary, or be forever barred from doing so.

      Section 24.02 BAR DATE FOR CERTAIN ADMINISTRATIVE EXPENSE CLAIMS. With the
exception of applications for compensation for fees and reimbursement of
expenses Filed by Holders of Professional Claims for services rendered on or
before the Effective Date as specified in SECTION 10.03 hereof, and except as
otherwise set forth herein or in an order of the Bankruptcy Court regarding a
specific Claim, all requests for payment of Administrative Expense Claims (or
any other means of preserving and obtaining payment of Administrative Expense
Claims found to be effective by the Bankruptcy Court) shall be Filed by the
Administrative Expense Claims Bar Date; provided, however, that no such request
or application need be Filed with respect to (i) U.S. Trustee's Fee Claims; (ii)
Claims, liabilities or obligations incurred in the ordinary course of the
Debtor's business after the Petition Date unless a dispute exists as to any such
liabilities, or unless the provisions of the Bankruptcy Code require the Filing
of a request for payment as a precondition to payments being made on any such
liability; and (iii) any Claims held by any other party as to whom an order of
the Bankruptcy Court has been entered approving a later bar date for Filing
Administrative Expense Claims against the Debtor IF REQUESTS FOR PAYMENT OF
ADMINISTRATIVE EXPENSE CLAIMS ARE NOT TIMELY FILED, THE HOLDERS OF SUCH CLAIMS
SHALL BE FOREVER BARRED, ESTOPPED AND ENJOINED FROM ASSERTING SUCH CLAIMS IN ANY
MANNER AGAINST THE DEBTOR OR ITS PROPERTY OR ASSETS.

      Section 24.03 BAR DATE FOR PROFESSIONALS. Final applications for
compensation for services rendered and reimbursement of expenses incurred by
Professionals (i) from the later of the Petition Date or the date as of which
retention was approved through the Effective Date or (ii) at any time during the
Chapter 11 Case when such compensation is sought pursuant to sections 503(b)(3)
through (b)(5) of the Bankruptcy Code, shall be Filed no later than forty-five
(45) days after the Effective Date or such date as the Bankruptcy Court
approves, and shall be served on the parties whose addresses are set forth in
SECTION 15.11 of the Plan. Applications that are not timely Filed will not be
considered by the Bankruptcy Court. The Debtor may pay any Professional fees and
expenses incurred after the Effective Date without any application to the
Bankruptcy Court.

                                   ARTICLE XXV

                            CONSUMMATION OF THE PLAN

      Section 25.01 CONFIRMATION ORDER. The Confirmation Order shall not be
entered unless and until the form and substance thereof, as well as any
amendments to the Plan and Plan Documents, all have been approved by the Debtor
and satisfactory to the Court. The Confirmation Order shall, inter alia, (i)
authorize the issuance of the New Common Stock (ii) provide that the provisions
of the Confirmation Order are non-severable and mutually dependent, and (iii)
have such other purpose and effect as provided in ARTICLE XIII of the Plan.



                                      -51-
<PAGE>
      Section 25.02 CONDITIONS TO CONSUMMATION. The Plan shall not be
consummated and the Effective Date shall be deemed not to have occurred unless
and until the following conditions have occurred or have been duly waived (if
waivable):

            a.    the Confirmation Order providing the protection contemplated
                  in SECTION 13.03 of the Plan (in form and substance
                  satisfactory to the Debtor in its sole discretion) shall have
                  become a Final Order; provided, however, that the Debtor and
                  Berjaya shall have the right to waive the requirement that the
                  Confirmation Order shall have become a Final Order;

            b.    the Bankruptcy Court shall have approved the information
                  contained in the Disclosure Statement as adequate;

            c.    the Bankruptcy Court shall have entered an order (contemplated
                  to be part of the Confirmation Order) giving effect to or
                  authorizing and directing the Debtor or Reorganized Debtor to
                  take all actions necessary or appropriate to enter into,
                  implement, and consummate the contracts, instruments,
                  releases, indentures and other agreements or documents
                  created, amended, supplemented, modified or adopted in
                  connection with the Plan, which order is not subject to any
                  stay or injunction; and

            d.    no order of a court shall have been entered and shall remain
                  in effect restraining the Debtor from consummating the Plan.

                                  ARTICLE XXVI

               OPERATION AND MANAGEMENT OF THE REORGANIZED DEBTOR

      Section 12.01 CONTINUATION OF BUSINESS. In accordance with, and subject
to, the provisions of the Plan, the Reorganized Debtor shall continue to conduct
the day-to-day operations of its business.

      Section 12.02 INITIAL MANAGEMENT OF REORGANIZED DEBTOR. The Debtor
contemplates retention of RHG's current employees necessary to the operation of
the Business, including senior management. The Disclosure Statement discloses
the identity and affiliations of post-confirmation directors and officers,
together with all other information required by section 1129(a)(5) of the
Bankruptcy Code. The board of directors for the Reorganized Debtor shall be
comprised of at least five (5) members.

      Section 12.03 EXECUTIVE COMPENSATION. The by-laws of Reorganized RHG shall
provide that the compensation of RHG's executive management must be approved by
a committee of the board, a majority of the members of which shall be outside
directors.



                                      -52-
<PAGE>
                                  ARTICLE XIII

                             EFFECTS OF CONFIRMATION

      Section 13.01 DISCHARGE. To the fullest extent permitted by applicable
law, and except as otherwise provided in the Plan, the operative documents
implementing the Plan, or the Confirmation Order, (A) on the Effective Date the
Confirmation Order shall operate as a discharge under section 1141(d)(1) of the
Bankruptcy Code, and release of any and all Claims, debts (as such term is
defined in section 101(12) of the Bankruptcy Code) Liens, security interests,
and encumbrances of and against the Debtor and all Property of the Estate, that
arose before Confirmation, including without limitation, any Claim of the kind
specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code and all
principal and interest, whether accrued before, on or after the Petition Date,
regardless of whether (i) a Proof of Claim in respect of such Claim has been
Filed or deemed Filed, (ii) such Claim has been Allowed pursuant to section 502
of the Bankruptcy Code, or (iii) the Holder of such Claim has voted on the Plan
or has voted to reject the Plan; and (B) FROM AND AFTER THE EFFECTIVE DATE, (X)
ALL HOLDERS OF CLAIMS SHALL BE BARRED AND ENJOINED FROM ASSERTING AGAINST
REORGANIZED RHG AND ITS PROPERTY ANY CLAIMS, DEBTS (AS SUCH TERM IS DEFINED IN
SECTION 101(12) OF THE BANKRUPTCY CODE), LIENS, SECURITY INTERESTS, AND
ENCUMBRANCES OF AND AGAINST ALL PROPERTY OF THE ESTATE AND (Y) THE DEBTOR SHALL
BE FULLY AND FINALLY DISCHARGED OF ANY LIABILITY OR OBLIGATION ON A DISALLOWED
CLAIM OR A DISALLOWED INTEREST. Except as otherwise specifically provided
herein, nothing in the Plan shall be deemed to waive, limit or restrict in any
manner the discharge granted upon Confirmation of the Plan pursuant to section
1141 of the Bankruptcy Code.

      Section 13.02 DISTRIBUTIONS IN COMPLETE SATISFACTION. The distributions
and rights provided under the Plan shall be in complete satisfaction, discharge
and release, effective as of the Effective Date, of all Claims against and
Interests in the Debtor and the Estate and all Liens upon any Property of the
Estate except for Liens expressly continuing pursuant to the terms of the Plan
or the operative documents between the Debtor and the Holder of a Claim
regarding the treatment of the Claim under the Plan. The Holders of Liens
satisfied, discharged and released under the Plan shall execute any and all
documentation reasonably requested by the Debtor evidencing the satisfaction,
discharge and release of such Liens.

      Section 13.03 INJUNCTION. AS PART OF THE CONFIRMATION ORDER, THE
BANKRUPTCY COURT SHALL PERMANENTLY ENJOIN AND PROHIBIT ALL HOLDERS OF CLAIMS,
LIENS, ENCUMBRANCES, RIGHTS AND INTERESTS IN, TO OR AGAINST THE COMPANY OR ANY
OF ITS ASSETS FROM ASSERTING, PROSECUTING, OR COLLECTING SUCH CLAIMS, LIENS
(OTHER THAN LIENS EXPRESSLY CONTINUING PURSUANT TO THE TERMS OF THE PLAN OR THE
OPERATIVE DOCUMENTS BETWEEN THE DEBTOR AND THE HOLDER OF A CLAIM REGARDING THE
TREATMENT OF THE CLAIM UNDER THE PLAN), ENCUMBRANCES, RIGHTS AND INTERESTS
AGAINST THE REORGANIZED DEBTOR; PROVIDED, HOWEVER, THAT SUCH INJUNCTION SHALL
NOT APPLY TO ANY CLAIM ASSERTED AGAINST REORGANIZED RHG BY A CLAIMANT BASED ON A
DEFAULT BY REORGANIZED RHG IN PERFORMANCE OF ITS OBLIGATIONS TO THE CLAIMANT
UNDER THE PLAN AS PROVIDED FOR IN ARTICLE III.

      Section 13.04 OTHER DOCUMENTS AND ACTIONS. The Debtor is authorized to
execute such documents (including the Plan Documents) and take such other action
as is necessary to effectuate the transactions provided for in the Plan.



                                      -53-
<PAGE>
      Section 13.05 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided
herein or in the Confirmation Order, all injunctions or stays provided for in
the Chapter 11 Case under sections 105(a) or 362 of the Bankruptcy Code, or
otherwise, and in existence on the Confirmation Date, shall remain in full force
and effect until the Effective Date.

      Section 13.06 PRESERVATION OF INSURANCE. Except as necessary to be
consistent with the Plan, the Plan and the discharge provided herein shall not
diminish or impair (A) the enforceability of insurance policies that may cover
Claims against the Debtor or any other Person or Entity or (B) the continuation
of workers' compensation programs in effect, including self-insurance programs.

      Section 13.07 GUARANTIES. Notwithstanding the existence of guaranties by
the Debtor of obligations of any Entity or Entities, and the Debtor's joint
obligations with another Entity or Entities with respect to the same
obligations, all Claims against the Debtor based upon any such guaranties shall
be satisfied, discharged and released in the manner provided in the Plan and the
Holders of Claims shall be entitled to only one distribution with respect to any
given obligation of the Debtor.

      Section 13.08 WAIVER OF SUBORDINATION RIGHTS. Any distributions under the
Plan shall be received and retained free of and from any obligations to hold or
transfer the same to any other Creditor, and shall not be subject to levy,
garnishment, attachment or other legal process by any Holder by reason of
claimed contractual subordination rights.

      Section 13.09 NO SUCCESSOR LIABILITY. Except as otherwise expressly
provided in the Plan, the Debtor does not, pursuant to the Plan or otherwise,
assume, agree to perform, pay, or indemnify Creditors or otherwise have any
responsibilities for any liabilities or obligations of the Debtor relating to or
arising out of the operations of or assets of the Debtor, whether arising prior
to, on, or after the Confirmation Date, except that the Debtor shall assume the
obligations specified in the Plan and the Confirmation Order.

                                   ARTICLE XIV

                            RETENTION OF JURISDICTION

      Section 14.01 EXCLUSIVE JURISDICTION OF BANKRUPTCY COURT. Notwithstanding
the entry of the Confirmation Order and the occurrence of the Effective Date,
the Bankruptcy Court shall retain after the Effective Date exclusive
jurisdiction of all matters arising out of, arising in or related to, the
Chapter 11 Case, to the fullest extent permitted by applicable law, including
jurisdiction to:

            a.    allow, disallow, determine, liquidate, classify, estimate or
                  establish the priority or secured or unsecured status of any
                  Claim or Interest (whether Filed before or after the Effective
                  Date and whether or not contingent, Disputed or unliquidated),
                  including the compromise, settlement and resolution of any
                  request for payment of any Administrative Expense Claim or
                  Priority Claim, the resolution of any Objections to the
                  allowance or priority of Claims or Interests and the
                  resolution of any dispute as to the treatment necessary to
                  reinstate a Claim pursuant to the Plan and to hear


                                      -54-
<PAGE>
                  and determine any other issue presented hereby or arising
                  hereunder, including during the pendency of any appeal
                  relating to any Objection to such Claim or Interest (to the
                  extent permitted under applicable law);

            b.    grant or deny any applications for allowance of compensation
                  or reimbursement of expenses authorized pursuant to the
                  Bankruptcy Code or the Plan, for periods ending on or before
                  the Effective Date;

            c.    hear and determine motions, applications, adversary
                  proceedings, contested matters and other litigated matters
                  pending on, Filed on, or commenced after the Effective Date
                  including proceedings with respect to the rights of the Debtor
                  to recover Property under sections 542, 543 or 553 of the
                  Bankruptcy Code, or to bring any Avoidance Action, or to
                  otherwise collect or recover on account of any claim or Cause
                  of Action that the Debtor or the Reorganized Debtor may have
                  or retain;

            d.    determine and resolve any matters related to the assumption,
                  assumption and assignment or rejection of any executory
                  contract or unexpired lease to which the Debtor is a party or
                  with respect to which the Debtor may be liable, and to hear,
                  determine and, if necessary, liquidate any Claims arising
                  therefrom;

            e.    to ensure that all payments due under the Plan and performance
                  of the provisions of the Plan are accomplished as provided
                  herein and resolve any issues relating to distributions to
                  Holders of Allowed Claims pursuant to the provisions of the
                  Plan;

            f.    construe, and take any action and issue such orders, as may be
                  necessary for the enforcement, implementation, execution and
                  consummation of, the Plan and all contracts, instruments,
                  releases, indentures and other agreements or documents created
                  in connection with the Plan, including, without limitation,
                  the Disclosure Statement and the Confirmation Order, for the
                  maintenance of the integrity of the Plan and protection of the
                  Reorganized Debtor in accordance with sections 524 and 1141 of
                  the Bankruptcy Code following consummation;

            g.    determine and resolve any cases, controversies, suits or
                  disputes that may arise in connection with the consummation,
                  interpretation, implementation or enforcement of the Plan (and
                  all Exhibits to the Plan) or the Confirmation Order, and the
                  indemnification and injunction provisions set forth in and
                  contemplated by the Plan or the Confirmation Order, or any
                  Entity's rights arising under or obligations incurred in
                  connection therewith;

            h.    modify the Plan before or after the Effective Date pursuant to
                  section 1127 of the Bankruptcy Code and SECTION 15.04 hereof
                  or modify the Disclosure Statement, the Confirmation Order or
                  any contract, instrument,


                                      -55-
<PAGE>
                  release, indenture or other agreement or document created in
                  connection with the Plan, the Disclosure Statement or the
                  Confirmation Order, or remedy any defect or omission or
                  reconcile any inconsistency in any Bankruptcy Court order, the
                  Plan, the Disclosure Statement, the Confirmation Order or any
                  contract, instrument, release, indenture or other agreement or
                  document created in connection with the Plan, the Disclosure
                  Statement or the Confirmation Order, in such manner as may be
                  necessary or appropriate to consummate the Plan, to the extent
                  authorized by the Bankruptcy Code, the Plan and the Plan
                  Documents;

            i.    issue injunctions, enter and implement other orders or take
                  such other actions as may be necessary or appropriate to
                  restrain interference by any Entity with consummation,
                  implementation or enforcement of the Plan or the Confirmation
                  Order;

            j.    enter and implement such orders as are necessary or
                  appropriate if the Confirmation Order is for any reason
                  modified, stayed, reversed, revoked or vacated;

            k.    determine any other matters that may arise in connection with
                  or relating to the Plan, the Disclosure Statement, the
                  Confirmation Order or any contract, instrument, release,
                  indenture or other agreement or document created in connection
                  with the Plan, the Disclosure Statement or the Confirmation
                  Order, except as otherwise provided in the Plan;

            l.    determine such other matters as may be provided for in the
                  Confirmation Order;

            m.    hear and determine any other matters related hereto and not
                  inconsistent with chapter 11 of the Bankruptcy Code;

            n.    continue to enforce the automatic stay through the Effective
                  Date;

            o.    hear and determine (A) disputes arising in connection with the
                  interpretation, implementation or enforcement of the Plan or
                  (B) issues presented or arising under the Plan, including
                  disputes among Holders and arising under agreements, documents
                  or instruments executed in connection with the Plan;

            p.    enter a final decree closing the Chapter 11 Case or converting
                  it to a Chapter 7 case;

            q.    determine and resolve controversies related to the Disbursing
                  Agent or Indenture Trustee;

            r.    enter any orders necessary to effectuate the transactions
                  contemplated in the Plan; and



                                      -56-
<PAGE>
            s.    hear and determine any other matter relating to the Plan.

      Section 14.02 NON-EXCLUSIVE JURISDICTION OF BANKRUPTCY COURT. Following
the Effective Date, the Bankruptcy Court will retain non-exclusive jurisdiction
of the Chapter 11 Case to the fullest extent permitted by applicable law,
including, without limitation, jurisdiction to:

            a.    recover all assets of the Debtor and Property of its Estate,
                  wherever located;

            b.    hear and determine any motions or contested matters involving
                  taxes, tax refunds, tax attributes and tax benefits and
                  similar or related matters with respect to the Debtor or the
                  Debtor's Estate arising prior to the Effective Date or
                  relating to the period of administration of the Chapter 11
                  Case, including, without limitation, matters concerning
                  federal, state and local taxes in accordance with sections
                  346, 505 and 1146 of the Bankruptcy Code; and

            c.    hear any other matter not inconsistent with the Bankruptcy
                  Code.

      Section 14.03 FAILURE OF BANKRUPTCY COURT TO EXERCISE JURISDICTION. If the
Bankruptcy Court abstains from exercising or declines to exercise jurisdiction
over any matter arising under, arising in or related to the Debtor, including
with respect to the matters set forth above in SECTION 14.01 and SECTION 14.02
hereof, this ARTICLE XIV shall not prohibit or limit the exercise of
jurisdiction by any other court having competent jurisdiction with respect to
such subject matter.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

      Section 15.01 BINDING EFFECT OF THE PLAN. The provisions of the Plan shall
be binding upon and inure to the benefit of the Debtor, the Estate, the
Reorganized Debtor and any of its Affiliates, any Holder of any Claim or
Interest treated herein or any Person named or referred to in the Plan, and each
of their respective heirs, executors, administrators, representatives,
predecessors, successors, assigns, agents, officers and directors, and, to the
fullest extent permitted under the Bankruptcy Code and other applicable law,
each other Person affected by the Plan.

      Section 15.02 WITHDRAWAL OF THE PLAN. The Debtor or Reorganized Debtor
reserves the right, at any time prior to the substantial consummation (as that
term is defined in section 1101(2) of the Bankruptcy Code) of the Plan, to
revoke or withdraw the Plan. If the Plan is revoked or withdrawn or if the
Confirmation Date does not occur, the Plan shall be null and void and have no
force and effect. In such event, nothing contained herein shall be deemed to
constitute a waiver or release of any Claim by or against the Debtor or any
other Person or to prejudice in any manner the rights of the Debtor or any
Person in any further proceedings involving the Debtor.



                                      -57-
<PAGE>
      Section 15.03 FINAL ORDER. Except as otherwise expressly provided in the
Plan, any requirement in the Plan for a Final Order may be waived by the Debtor
or Reorganized Debtor upon written notice to the Bankruptcy Court. No such
waiver shall prejudice the right of any party in interest to seek a stay pending
appeal of any order that is not a Final Order.

      Section 15.04 MODIFICATION OF THE PLAN. The Debtor or Reorganized Debtor
may alter, amend or modify the Plan or Plan Documents under section 1127 of the
Bankruptcy Code or as otherwise permitted at any time prior to the Confirmation
Date. After the Confirmation Date and prior to the substantial consummation of
the Plan, and in accordance with the provisions of section 1127(b) of the
Bankruptcy Code and the Bankruptcy Rules, the Debtor, Reorganized Debtor, and
any party in interest may, so long as the treatment of Holders of Claims or
Interests under the Plan is not adversely affected, institute proceedings in the
Bankruptcy Court to remedy any defect or omission or to reconcile any
inconsistencies in the Plan, the Disclosure Statement or the Confirmation Order
and any other matters as may be necessary to carry out the purposes and effects
of the Plan; provided, however, prior notice of such proceedings shall be served
in accordance with Bankruptcy Rule 2002.

      Section 15.05 VOTING RECORD DATE. The Voting Record Date shall be 5:00
p.m., (Eastern Daylight Time) on August 9, 2002; provided, however, that the
setting of the Voting Record Date shall in no way preclude the Debtor's right or
opportunity to object to any Claim for voting purposes.

      Section 15.06 BUSINESS DAYS. If any payment or act under the Plan is
required to be made or performed on a date that is not a Business Day, then the
making of such payment or the performance of such act may be completed on the
next succeeding Business Day, but shall be deemed to have been completed as of
the required date.

      Section 15.07 SEVERABILITY. Should the Bankruptcy Court determine, prior
to the Confirmation Date, that any provision of the Plan is either illegal on
its face or illegal as applied to any Claim or Interest, such provision shall be
unenforceable as to all Holders of Claims or Interests or to the specific Holder
of such Claim or Interest, as the case may be, as to which the provision is
illegal. Unless otherwise determined by the Bankruptcy Court, such a
determination of unenforceability shall in no way limit or affect the
enforceability and operative effect of any other provision of the Plan. The
Debtor reserves the right not to proceed with Confirmation or consummation of
the Plan if any such ruling occurs.

      Section 15.08 GOVERNING LAW. EXCEPT TO THE EXTENT THAT (i) THE BANKRUPTCY
CODE OR BANKRUPTCY RULES OR OTHER FEDERAL LAWS ARE APPLICABLE, OR (ii) THE
PROVISIONS OF ANY CONTRACT, INSTRUMENT, RELEASE, INDENTURE OR OTHER AGREEMENT OR
DOCUMENT ENTERED INTO IN CONNECTION WITH THE PLAN PROVIDE THAT THE LAW OF A
DIFFERENT JURISDICTION SHALL GOVERN, THE CONSTRUCTION, IMPLEMENTATION AND
ENFORCEMENT OF THE PLAN AND ALL RIGHTS AND OBLIGATIONS ARISING UNDER THE PLAN
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO CONFLICTS-OF-LAW PRINCIPLES WHICH
WOULD APPLY THE LAW OF


                                      -58-
<PAGE>
A JURISDICTION OTHER THAN THE STATE OF FLORIDA OR THE UNITED STATES OF AMERICA.

      Section 15.09 DISSOLUTION OF THE COMMITTEE. On the Effective Date, the
Committee shall be automatically dissolved and all members, Professionals and
agents of such Committee shall be deemed released of their duties,
responsibilities and obligations, and shall be without further duties,
responsibilities and authority in connection with the Debtor, the Chapter 11
Case, the Plan or its implementation.

      Section 15.10 PAYMENT OF STATUTORY FEES. Notwithstanding any other
provisions of the Plan to the contrary, the Reorganized Debtor shall pay the
United States Trustee the appropriate sum required pursuant to 28 U.S.C. Section
1930(a)(6), within ten (10) days of the entry of the Confirmation Order, for
pre-Confirmation periods and simultaneously provide to the United States Trustee
an appropriate affidavit indicating the cash disbursements for the relevant
period. The Reorganized Debtor shall further pay the United States Trustee the
appropriate sum required pursuant to 28 U.S.C. Section 1930(a)(6) for
post-Confirmation periods within the time period set forth in 28 U.S.C. Section
1930(a)(6), based upon all post-Confirmation disbursements made by the
Reorganized Debtor, until the earlier of the closing of this case by the
issuance of a Final Decree by the Bankruptcy Court, or upon the entry of an
order by the Bankruptcy Court dismissing this case or converting this case to
another chapter under the United States Bankruptcy Code, and the Reorganized
Debtor shall provide to the United States Trustee upon the payment of each
post-Confirmation payment an appropriate affidavit indicating all the cash
disbursements for the relevant period.

      Section 15.11 NOTICES. Any notice required or permitted to be provided
under the Plan shall be in writing and served by either (i) certified mail,
return receipt requested, postage prepaid, (ii) hand delivery, or (iii)
reputable overnight delivery service, freight prepaid, upon the following:

      To the Debtor:

                  ROADHOUSE GRILL, INC.
                  Attn.: Ayman Sabi, President
                  2703-A Gateway Drive
                  Pompano Beach, FL 33069
                  Telephone (954) 957-2603
                  Facsimile:  (954) 969-5422

      With a copy to Debtor's counsel:

KILPATRICK STOCKTON LLP                    BERGER SINGERMAN, P.A.
Gerald A. Jeutter, Jr., Esq.               Paul Steven Singerman, Esq.
3737 Glenwood Avenue, Suite 400     AND    200 S. Biscayne Boulevard, Suite 1000
Raleigh, NC 27612.                         Miami, FL 33131
Telephone: (919) 420-1700                  Telephone: (305) 755-9500
Facsimile: (919) 420-1800                  Facsimile: (305) 714-4340



                                      -59-
<PAGE>
      With a copy to the following interested party:

Office of the U.S. Trustee
51 S.W. First Avenue, Suite 1204
Miami, FL  33130
Attention: Robert Angueira
Telephone: (305) 536-7285
Facsimile: (305) 536-7360


      Section 15.12 FILING OF ADDITIONAL DOCUMENTS. On or before substantial
consummation of the Plan, the Debtor or Reorganized Debtor shall issue, execute,
deliver, and File with the Bankruptcy Court or record any agreements and other
documents, and take any action as may be necessary or appropriate to effectuate,
consummate and further evidence the terms and conditions of the Plan.

      Section 15.13 TIME. Unless otherwise specified herein, in computing any
period of time prescribed or allowed by the Plan, the day of the act or event
from which the designated period begins to run shall not be included. The last
day of the period so computed shall be included, unless it is not a Business
Day, in which event the period runs until the end of next succeeding day that is
a Business Day. Otherwise, the provisions of Bankruptcy Rule 9006 shall apply.

      Section 15.14 NO INTEREST. Unless otherwise specifically provided for in
the Plan or Confirmation Order or Allowed by a Final Order of the Bankruptcy
Court, postpetition interest shall not accrue or be paid on Claims, and no
Holder of a Claim or Interest shall be entitled to such interest or any penalty
or late charge accruing on or after the Petition Date on any such Claim or
Interest. Interest shall not accrue or be paid upon any Disputed Claim with
respect to the period from the Petition Date to the date paid with respect to
such Claim once Allowed.

      Section 15.15 NO ATTORNEYS' FEES. No attorneys' fees will be paid by the
Debtor or Reorganized Debtor with respect to any Claim or Interest except as
expressly specified herein or Allowed by a Final Order of the Bankruptcy Court.

      Section 15.16 DEFENSES WITH RESPECT TO UNIMPAIRED CLAIMS. Except as
otherwise provided in the Plan, nothing shall affect the rights and legal and
equitable defenses of the Debtor or Reorganized Debtor, with respect to any
Unimpaired Claim, including, but not limited to, all rights in respect of legal
and equitable defenses to setoffs or recoupments against Unimpaired Claims.

      Section 15.17 NO INJUNCTIVE RELIEF. No Claim or Interest shall under any
circumstances be entitled to specific performance or other injunctive, equitable
or other prospective relief.

      Section 15.18 CONTINUED CONFIDENTIALITY OBLIGATIONS. Pursuant to the terms
thereof, members of and advisors to any Committee, any other Holder of a Claim
or Interest and their respective predecessors, successors and assigns shall
continue to be obligated and bound by the terms of any confidentiality agreement
executed by them in connection with this Chapter 11


                                      -60-
<PAGE>
Case or the Debtor, to the extent that such agreement, by its terms, may
continue in effect after the Confirmation Date.

      Section 15.19 NO ADMISSIONS. Notwithstanding anything herein to the
contrary, nothing contained in the Plan shall be deemed an admission by the
Debtor with respect to any matter set forth herein, including, without
limitation, liability on any Claim or Interest or the propriety of any
classification of any Claim or Interest.

      Section 15.20 ENTIRE AGREEMENT. The Plan sets forth the entire agreement
and undertakings relating to the subject matter hereof and supersedes all prior
discussions and documents. The Debtor shall not be bound by any terms,
conditions, definitions, warranties, understandings, or representations with
respect to the subject matter hereof, other than as expressly provided for
herein or as may hereafter be agreed to by the parties in writing.

      Section 15.21 WAIVER. The Debtor reserves its right, in its sole
discretion, to waive any provision of the Plan to the extent such provision is
for the sole benefit of the Debtor and/or its Affiliates.

      Section 15.22 PLAN SUPPLEMENT. Any and all exhibits, lists or schedules
not Filed with the Plan or the Disclosure Statement shall be contained in a Plan
Supplement and Filed with the Bankruptcy Court not later than five (5) Business
Days prior to the commencement of the Confirmation Hearing. Upon its Filing with
the Bankruptcy Court, the Plan Supplement may be inspected in the office of the
Clerk of the Bankruptcy Court during normal court hours. Holders of Claims or
Interests may obtain a copy of the Plan Supplement upon written request to
counsel to the Debtor at the addresses set forth in SECTION 15.11 of the Plan.

                              CONFIRMATION REQUEST

      The Debtor hereby requests confirmation of the Plan pursuant to section
1129(a) or, in the event that the Plan is not accepted by each of those Classes
of Claims or Interests entitled to vote, section 1129(b) of the Bankruptcy Code.







                                      -61-
<PAGE>
Dated: June 12, 2002.               ROADHOUSE GRILL, INC.,
                                    Debtor-in-Possession

                                    By:
                                        -----------------------------------
                                          Ayman Sabi, President

                                    Respectfully submitted,

                                    BERGER SINGERMAN, P.A.
                                    Attorneys for the Debtor-in-Possession
                                    200 S. Biscayne Boulevard, Suite 1000
                                    Miami, Florida 33131
                                    Telephone: (305) 755-9500
                                    Facsimile: (305) 714-4340

                                    By:
                                        -----------------------------------
                                          Paul Steven Singerman, Esq.
                                          Florida Bar No. 378860
                                          E-mail: singerman@bergersingerman.com
                                          Leslie Gern Cloyd, Esq.
                                          Florida Bar No. 303305
                                          E-mail: lcloyd@bergersingerman.com

                                    and

                                    Gerald A. Jeutter, Jr., Esq.
                                    North Carolina Bar No. 17724
                                    E-mail: jjeutter@kilpatrickstockton.com
                                    Alfred S. Lurey, Esq.
                                    Georgia Bar No. 461500
                                    E-mail: alurey@kilpatrickstockton.com
                                    Melinda A. Marbes, Esq.
                                    Georgia Bar No. 004440
                                    mmarbes@kilpatrickstockton.com
                                    KILPATRICK STOCKTON LLP
                                    Attorneys for the Debtor-in-Possession
                                    3737 Glenwood Avenue, Suite 400
                                    Raleigh, NC 27612
                                    Telephone: (919) 420-1700
                                    Facsimile: (919) 420-1800