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                                                                     EXHIBIT 2.3

                         UNITED STATES BANKRUPTCY COURT
                          SOUTHERN DISTRICT OF FLORIDA
In re:
                                                       Chapter 11 Case
ROADHOUSE GRILL. INC.                                  Case No. 02-20382-BKC-RBR
Debtor.
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              ORDER CONFIRMING DEBTOR'S SECOND AMENDED AND RESTATED
                 CHAPTER 11 PLAN OF REORGANIZATION, AS MODIFIED

     THIS CAUSE came before the Court on August 21, 2002 at 9:30 a.m. (the
"Confirmation Hearing"), in Fort Lauderdale, Florida to consider the
confirmation of the Debtor's Second Amended and Restated Chapter 11 Plan of
Reorganization, as Modified, dated June 12, 2002 (CP No. 383), filed by the
Debtor, Roadhouse Grill. Inc., (the "Debtor", "Proponent" or "RHG", as the case
may be) under Chapter 11 of Title 11, United States Code (the "Bankruptcy
Code"). The Debtor filed a Modification of Debtor's Second Amended and Restated
Chapter 11 Plan of Reorganization, as Modified, dated June 12. 2002 (CP No. 665)
(the "Modification"), dated August 19, 2002. Objections to Confirmation were
filed as follows: Objection to Debtor's Second Amended and Restated Chapter 11
Plan of Reorganization as Modified by Tax Collector, Pinellas County, Florida
(the "Pinellas Objection", CP No. 529. withdrawn by letter); Objection of Lee
County Tax Collector to Debtor's Disclosure Statement (CP No. 543. withdrawn by
CP No. 696); Limited Objection by the Official committee of Unsecured Creditors
(the "Committee') to Confirmation of the Debtors Second Amended and Restated
Plan of Reorganization as Modified and Dated as of June 12, 2002 (the
"Committee's Limited Objection, CP No. 615. withdrawn by agreement); Objection
of CNL Creditors to Debtors' Second Amended and Restated Chapter 11 Plan of
Reorganization, as Modified (the "CNL Objection", CP No. 613, withdrawn per term
sheet); Palm Beach County Tax Collector's Objections to Confirmation of Debtor's
Plan of Reorganization (CP No. 603, withdrawn by CP No. 654); Fleet Capital
Corporation's Objection to Confirmation (CP No. 611, withdrawn by CP No. 697);
GE Capital Franchise Finance Corporation's Objection to Confirmation of Debtors
Second Amended and Restated Chapter 11 Plan of Reorganization as Modified
("GECFFC Objection", CP No. 612. withdrawn by agreement and in open court);
Objection by KeyCorp Leasing to Confirmation of Debtor's Second Amended and
Restated Plan of Reorganization, as Modified (CP No. 559. withdrawn by letter);
and Louis Wohl & Sons, Inc.'s Objection to Confirmation of the



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Debtor's Second Amended and Restated Chapter 11 Plan of Reorganization (CP No.
618. resolved by agreement) (collectively the "Objections to Confirmation"`).

     On June 20, 2002, the Court entered an Order (I) Approving Second Amended
and Restated Disclosure Statement in Support of Chapter 11 Plan of
Reorganization, as Modified. (II) Setting Hearing on Confirmation of Second
Amended and Restated Chapter 11 Plan of Reorganization, as Modified, (III)
Setting Hearing on Fee Applications, (IV) Setting Various Deadlines, and (V)
Describing Plan Proponent's Obligations ("Disclosure Statement Order")(CP No.
407). The Second Amended and Restated Disclosure Statement in Support of Chapter
11 Plan of Reorganization, as Modified (CP No. 382), (the "Disclosure
Statement), Plan and Plan Documents were thereafter served upon all creditors
and parties-in-interest.

     The Court, having considered the Plan, the Declaration of Ayman Sabi (CP
No. 664) and the Declaration of Robert J. Iommazzo (CP No. 663), the Certificate
of Proponent of Plan on Acceptance of Plan, Report on Amount to be Deposited,
Certificate of Amount Deposited and Payment of Fees (CP No. 659) and the Amended
Certificate of Proponent dated August 20, 2002 (CP No. 687), and the Debtor
having been directed to file a Second Amended Certificate of Proponent setting
forth the changes necessitated by further settlements and supplemental
applications for professional fees and expenses. (collectively, the "Vote and
Cash Certificate"), the Debtor's Memorandum of Law In Support of Confirmation
and Responses to Objections to Confirmation (CP No. 677), the exhibits entered
into evidence, the proffered testimony of witnesses, the argument of counsel
presented at the hearing and the Objections to Confirmation on file, and with
the Court being familiar with time Plan and other relevant factors affecting
these cases, and the Court having taken judicial notice of the entire record in
this case(1), makes the following findings of fact and conclusions of law
pursuant to Rule 7052(a) of the Federal Rules of Bankruptcy Procedure made
applicable to this matter pursuant to Rule 9016 of the Federal Rules of
Bankruptcy procedure(2):

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     (1) See, ZIMMERMAN V. SPEARS, 565 F.2d 310, 312 (5th Cir. 1977); ALOE CREAM
LABORATORIES, INC. V. FRANCINE CO., 425 F.2d 1295, 1296 (5th Cir. 1970); PHOENIX
MARINE ENTERPRISES, INC. V. ONE (1) HYLAS 46' CONVERTIBLE SPORTSFISHERMAN HULL
#1, 681 F. Supp. 1523, 1524 (S.D. Fla.): aff d without opinion. 846 F.2d
753(11th Cir. 1988): IN RE MCCORMICK, 2000 BANKR LEXIS 1645, *4 n.9 (Bankr. N.D.
Ala. 2000)(citing, ITT RAYONIER, INC. V. UNITED STATES, 651 F.2d 343 (11th Cir.
1981)).

     (2) Where appropriate, findings of fact shall constitute conclusions of law
and conclusions of law shall constitute findings of fact. See, IN RE GRAND UNION
CO., 2000 Bankr. LEXIS 1710 (Bankr. D. N.J. 2000) and IN RE AMERICAN FAMILY
ENTERPRISES. 256 B.R. 377 (Bankr. D. N.J. 2000). Capitalized teens used and not
defined shall have the respective meanings ascribed to them in the Plan and
Amended Disclosure Statement.





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I. FINDINGS OF FACT

     A. The Proponent has provided good and sufficient notice of (a) the Plan
and Disclosure Statement, (b) the deadline to file and serve objections to the
confirmation of the Plan and Disclosure Statement, (c) the deadline for voting
on the Plan, and (d) the hearing date on the confirmation of the Plan, as well
as all other applicable deadlines set forth in the Disclosure Statement Order.
The Proponent has afforded all parties in interest with an adequate opportunity
to be heard regarding the Plan and Disclosure Statement. The Plan and Disclosure
Statement were served on all parties as required by all applicable provisions of
the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the
Disclosure Statement Order. The Debtor filed a Motion to Approve Modification of
Debtor's Plan, (CP No. 700). The written Modification dated August 19. 2002,
attached hereto as Exhibit "A", as well as the oral modifications stated on the
record, do not adversely change the treatment of the claim of any creditor or
the interest of any equity security holder who has not accepted in writing the
Modification, and meets the requirements of Bankruptcy Rule 3019. Good,
sufficient and timely notice of the Confirmation Hearing and all other hearings
in this case has been given to all holders of Claims and Equity Interests and
all other parties in interest to whom notice was required to have been given.

     B. The Court has jurisdiction to conduct the Confirmation Hearing and to
confirm the Plan pursuant to Section 1128 of the Bankruptcy Code and Section
1334 of Title 28 of the United States Code.

     C. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C.
Section 157(b)(2)(L). and this Court has jurisdiction to enter a final order
with respect thereto.

     D. The Debtor is a proper debtor under Section 109 of the Bankruptcy Code
and the Debtor is a proper Proponent of the Plan under Section 1121 of the
Bankruptcy Code.

     E. The Plan contemplates the contemplates operation of the business of the
Debtor.

     F. Pursuant to the Disclosure Statement Order, (i) August 9, 2002 was the
date by which all Ballots were required to be completed, executed, marked, and
received by the Clerk of the United States Clerk's office, in order to be
counted as timely acceptances of the Plan, and (ii) August 9, 2002, was the date
for filing objections to confirmation of the Plan.

     G. The Plan has been accepted in writing by the following Impaired Classes:


          Classes 2.1, 2.2, 2.6, 2.7, 2.8, 2.9, 2.12, 2.13, 2.14, 2.15, 2.17,
2.18, 2.19, 2.20 and 2.21 (Secured Claims)




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          Classes 3.1 and 3.2 (General Unsecured Claims)

          Class 5 (Old Common Stock Interests)

          Subject to the foregoing, each of the assenting Classes has accepted
the Plan in the requisite number of ballots, and in the requisite dollar amount,
as required pursuant to 11 U.S.C Section 1126(c) and as disclosed in the Vote
and Cash Certificate.(3)

     H. The Vote and Cash Certificate validly and correctly sets forth the
tabulation of votes, as required by the Bankruptcy Code, Bankruptcy Rules, the
Local Rules and the Disclosure Statement Order.

     I. The Proponent has solicited and tabulated votes in respect of the Plan
in good faith and in a manner consistent with the Bankruptcy Code, the
Bankruptcy Rules, the Local Bankruptcy Rules, and the Disclosure Statement
Order.

     J. The Plan was voted on by Classes 2.1, 2.2, 2.6, 2.7, 2.8, 2.9, 2.12,
2.13, 2.14, 2.15, 2.17, 2.18, 2.19, 2.20, 2.21, 3.1, 3.2 and 5, which constitute
Impaired Claims and Interests that were entitled to vote pursuant to the
Bankruptcy Code, the Bankruptcy Rules and the Disclosure Statement Order.
Classes 2.4, 2.5, 2.10, 2.11 and 2.16, which are also Impaired, failed to vote,
however, Plan treatment of these Class 2 Claimants were negotiated between the
Debtor and the Claimant or the originator of the equipment finance claims, and
represents a consensual settlement of these claims in those Classes. Separately,
such claim treatment is fair and equitable pursuant to U.S.C. Section
1129(b)(2)(A). There are no votes cast in Classes 4 or 6, however, there were no
claims filed by holders of Class 4 Claimants or Class 6 Interest Holders.

     K. All Objections to Confirmation have either been withdrawn or resolved in
the manner set forth herein and stated on the record. To the extent not
withdrawn or resolved, such Objections to Confirmation are overruled.

     L. The Plan satisfies all the applicable provisions of the Bankruptcy Code,
and, as required by Bankruptcy Rule 3016(a), the Plan is dated and identifies
the Debtor as the Proponent.

     M. In accordance with Section 1122(a) of the Bankruptcy Code, Articles II
and III of the Plan classify and place each Claim against and Equity Interest in
the Debtor together with other Claims against or Equity Interests in


---------------

     (3) There; were no votes submitted for Classes 2.4. 2.5, 2.10, 2.11 and
2.16, although these creditors are in agreement with the negotiated Plan
treatment. Classes 4 and 6 did not vote, and no claims or interests were filed
in these classes, so the failure of Classes 4 and 6 to cast a ballot is moot.


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the Debtor, as applicable, that are substantially similar to such Claims or
Equity Interests. The Plan, therefore, satisfies Section 1122(a) of the
Bankruptcy Code.

     N. The Plan adequately and properly classifies all Claims and Equity
Interests required to be classified, and, accordingly, satisfies Section
1123(a)(1) of the Bankruptcy Code.

     O. Pursuant to Article II and III of the Plan, Unclassified Priority Tax
Claims and Classes 1.l, 1.2 and 2.3 Claims are Unimpaired and each of Classes
2.1, 2.2, 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, 2.19, 2.20, 2.21, 3.1, 3.2, 4, 5 and 6 are identified as
Impaired. Accordingly, the Plan satisfies Section 1123(a)(2) of the Bankruptcy
code.

     P. Article III of the Plan specifies the treatment of each unpaired Class
of Claims and Equity Interests. Accordingly, the Plan satisfies Section
1123(a)(3) of the Bankruptcy Code.

     Q. The Plan provides the same treatment for each Claim or Equity Interest
in each class unless the holder of such a Claim or Equity Interest agrees to
less favorable treatment. Accordingly, the Plan satisfies Section l123(a)(4) of
the Bankruptcy Code.

     R. Article VIII of the Plan sets forth the means by which the Plan will be
implemented. Accordingly, the Plan makes adequate means for its implementation
and satisfies Section 1123(a)(5) of the Bankruptcy Code.

     S. The Plan satisfies the requirements of Sections 1123(a)(6) and (7) of
the Bankruptcy Code.

     T. The Plan provides that all executory contracts or unexpired leases that
have not been previously assumed or rejected by the Debtor (or are subject of
any pending motions to assume same pending as of the date of the Confirmation
hearing) will be deemed rejected upon the Effective Date. Any executory
contracts or unexpired leases subject of any motions to assume executory
contracts or unexpired leases which are pending as of the date of this Order
shall be disposed of by virtue of any orders which may be hereafter entered
thereon. The Plan further provides that the entry of the Confirmation Order
constitutes approval of such rejections and approval of the assumptions of the
contracts and leases listed in the Plan and subject to such motions, pursuant to
Sections 365(a) and 1123 of the Bankruptcy Code, in each case as of, and subject
to the occurrence of, the Effective Date. The Debtors decisions regarding the
assumption and rejection of executory contracts and unexpired leases are based
on and are in the sound business judgment of the Debtor, are necessary to the
implementation of the Plan, and are in the best interests of the Debtor its
estate, holders of Claims, and other parties in interest in the Chapter 11 Case.



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     U. The Plan does not specifically incorporate any settlements requiring
approval, and, accordingly, Section 1123(b) of the Bankruptcy Code is not
applicable.

     V. Consistent with the requirements of Section 1146(c) of the Bankruptcy
Code, the transfer or vesting of any property of the Debtor in accordance with
the Plan or the Confirmation Order, including the transfers of assets during the
Chapter 11 Case, is not subject to taxation under any state or local law
imposing a stamp, transfer or similar tax.

     W. The Debtor has complied with all of the provisions of the Bankruptcy
Code and the Bankruptcy Rules governing notice, disclosure and solicitation in
connection with the Plan. The Disclosure Statement and all other matters
considered by this Court in connection with the Chapter 11 Case. The Debtor has
timely filed with the Clerk of the Court its scheduling of assets and
liabilities.

     X. The Proponent has properly solicited votes with respect to the Plan in
good faith and in compliance with the applicable provisions of the Bankruptcy
Code and the Bankruptcy Rules, as well as the Disclosure Statement Order. All of
the Ballots were properly solicited and tabulated, as more fully set forth in
the Vote and Cash Certificate. The Proponent has accordingly satisfied Section
1129(a)(2) of the Bankruptcy Code.

     Y. This Court has examined the totality of the circumstances surrounding
the formulation of the Plan. The Plan is proposed in good faith. Additionally,
as evidenced by the acceptance of the Plan by all Classes of Creditors holding
Claims entitled to vote, the Plan achieves the goal of consensual reorganization
embodied in the Bankruptcy Code. Thus, the Debtor has complied with the "good
faith and not by any means forbidden law" requirement of Section 1129(a)(3) of
the Bankruptcy Code.

     Z. All payments to be made by the Debtor to professionals retained by order
of the Court for services or for costs and expenses in or in connection with
these cases will be subject to review and approval by this Court upon the
pending, final applications under Sections 330, 331 or 503(b) of the Bankruptcy
Code. Accordingly, the Plan satisfies Section 1129(a)(4) of the Bankruptcy Code.

     AA. The Debtor has disclosed on the record at the Confirmation Hearing that
its post confirmation Board of Directors will consist of five members, three of
which shall be independent. The initial post confirmation Board shall consist of
Ayman Sabi, Alain Lee, Ronald Buck, Nathan Benn and a fifth independent member
to be designated prior to the Effective Date, when determined. The designation
of the fifth Board Member shall be made




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pursuant to a Notice of Filing and service of same upon all parties in interest
entitled to notice. The Plan thus satisfies Section 1129(a)(5) of the Bankruptcy
Code.

     BB. Other than Classes 2.4, 2.5, 2.10, 2.11, 2.16, 4 and 6 Claimants and
Interest Holders from whom no votes were received, as discussed in paragraph J
and footnote 3, there are no Impaired Classes of Claimants that have not
accepted the Plan. Thus, the Plan satisfies the "best interest" test under
Section 1129(a)(7) of the Bankruptcy Code.

     CC. Article III, Section 3.03 of the Plan provides that, unless otherwise
provided for, each holder of an Allowed Administrative Expense Claim shall
receive a cash payment in an amount equal to the unpaid Allowed amount, on the
later of 10 days after (i) the Effective Date (or as soon thereafter as is
practicable), (ii) the date upon which such Claim is Allowed, or (iii) a date
agreed to by the Debtor and the Holder of such Claim, 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. Unless provided otherwise in this Order or in any
separate order, professional fees shall he payable on the date upon which the
Order allowing payment of such fees pursuant to Sections 330, 331, 503(a) or
1103 of the Bankruptcy Code is entered. Article III, Section 3.04 of the Plan
provides that Allowed Priority Tax Claims shall be paid on the later of (i) the
Effective Date; (ii) the date that is 10 days after the date upon which such
Priority Taxes become an Allowed Claim, after entry of a Final Order; and (iii)
the date agreed to between the Debtor and the Holder of such Allowed Priority
Tax Claim. Article III, Section 3.05 of the Plan provides that each holder of an
Allowed Priority Non-Tax Claim shall be paid in full, in Cash, without interest,
on the later of the Effective Date (or as soon thereafter as is practicable),
within ten (10) days after the Claim becomes an Allowed Priority Non-Tax Claim;
or (iii) a date agreed to by the Debtor and the holder of such claim.
Accordingly, the Plan satisfies the requirements of Section 1129(a)(9) of the
Bankruptcy Code.




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     DD. The Plan satisfies Section 1129(a)(10) of the Bankruptcy Code because
at least one class of claims that is Impaired under the Plan accepted the Plan
by the requisite majority, determined without including any acceptance of the
Plan by any insider.

     EE. The Proponent has analyzed the ability of the Reorganized Debtor on and
after the Effective Date, to meet its obligations under the Plan. There is a
reasonable likelihood that the Debtor will be able to make all payments required
pursuant to the Plan. Confirmation of the Plan is not likely to be followed by
the liquidation, or the need for further financial reorganization of the Debtor,
other than as set forth in the Plan. The Plan satisfies the feasibility
requirement of Section 1129(a)(11) of the Bankruptcy Code.

     FF. The Plan provides for the payment on the effective Date (or as soon as
practicable thereafter) of all fees payable under Section 1930, title 28, United
States Code. All post-confirmation fees that are due and payable will be payable
by the Reorganized Debtor until the Chapter 11 Case is closed pursuant to
Section 350(a) of the Bankruptcy Code. Accordingly, the Plan satisfies Section
1129(a)(12) of the Bankruptcy Code.

     GG. It is not the principal purpose of the Plan to avoid taxes or the
application of Section 5 of the Securities Act of 1933, as amended.

     HH. The failure to reference or discuss all or part of any particular
provision of the Plan herein shall have no effect on the validity, binding
effect and enforceability of such provision, and such provision shall have the
same validity, binding effect and enforceability as every other provision of the
Plan. To the extent of any inconsistencies between the terms of this Order of
Confirmation and the Plan, the terms of this Order of Confirmation shall
control, except as otherwise provided herein; and

     II. If any provision of this Order of Confirmation is hereafter modified,
vacated or reversed by subsequent Order of this Court or any other court, such
reversal, modification or vacation shall not affect the validity of the
obligations incurred or undertaken under or in connection with the Plan prior to
the Reorganized Debtor's receipt of written notice of any such order; nor shall
such reversal, modification or vacation hereof affect the validity or
enforceability of such obligations. Notwithstanding any reversal, modification
or vacation hereof, any such obligation incurred or undertaken pursuant to and
in reliance on this Order of Confirmation prior to the effective date of such
reversal, modification or vacation shall be governed in all respects by the
provisions hereof and of the Plan, and all documents, instruments and agreements
related thereto, or any amendments or modifications thereto.




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                             II. CONCLUSIONS OF LAW

     Accordingly, it is ORDERED as follows:

     1. The Plan is confirmed pursuant to Section 1129 of the Bankruptcy Code,
and the written Modification dated August 19, 2002, and the oral modifications
announced in open court, and all of their terms and provisions are approved. The
Proponent is authorized and directed to take any and all actions contemplated to
be taken it then under the Plan.

     2. (i) As provided in Section 3.07 of the Plan, on the Effective Date the
Debtor is authorized and directed to issue to the holders of allowed Class 3.1
Claims the New Unsecured Notes or the New Secured Notes, as the case may be. As
security for repayment of the Debtor's obligations under the New Secured Notes,
pursuant to 11 U.S.C. ss. 1123(a)(5)(B), and notwithstanding any provision in
any lease or agreement restricting or prohibiting, or purporting to restrict or
prohibit, the Debtor's right to assign or transfer its interest in any such
lease or agreement, the Debtor is expressly authorized and directed to grant,
and for value received, the Debtor does grant to the Indenture Trustee, for the
benefit of the holders of the New Secured Notes, liens and security interests in
and upon the unencumbered tangible assets of the Debtor identified on Exhibit I
to the Disclosure Statement (the "New Secured Notes Collateral").

     (ii) This Order shall be deemed to be and shall constitute a security
agreement under the applicable provision of the laws of the various
jurisdictions set forth in Exhibit I to the Disclosure Statement, including, but
not limited to, enactment of the Uniform Commercial Code ("UCC") in such
jurisdictions. The security interests and liens granted to the Indenture Trustee
by the preceding paragraph of this Order shall be deemed perfected upon the
entry of this Order, good, valuable and adequate consideration having been
received and acknowledged by the Debtor, and without the necessity of filing by
any person of any documents or other instruments otherwise required to be filed
under applicable non-bankruptcy law for the perfection of security interest or
liens, with such validity and perfection being binding upon the Debtor and upon
any and all of the creditors of the Debtor as provided in the Plan. Further, the
Indenture Trustee is hereby authorized and directed to perform all obligations
and exercise all rights provided and described in the Indenture Trust; and
notwithstanding any provision in any lease or agreement restricting or
prohibiting, or purporting to prohibit or restrict, the Indenture Trustees right
to exercise or transfer its interest in any lease or agreement, the Indenture
Trustee shall be entitled to exercise any and all rights provided in the Trust
Indenture, including any and all rights and remedies arising on default.




                                       9
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     (iii) Notwithstanding the foregoing, the Debtor is authorized and directed
to execute the Indenture, as well as any other security agreements, mortgages,
assumption and modification agreements, estoppels, and supporting documents
reasonably necessary to document the granting of the liens and security
interests upon the New Secured Notes Collateral to the Indenture Trustee.
Further, if there is only one remaining Class 3.1 creditor that has elected the
New Secured Notes(4), at the option of the Debtor, the Indenture Trust and
Indenture Trustee can be dispensed with and the Security Interest and rights
under the Indenture Trust can be granted and/or assigned to the sole remaining
creditor electing the New Secured Notes.

     (iv) As set forth in the Modification dated August 19, 2002 of Debtor's
Second Amended and Restated Chapter 11 Plan of Reorganization As Modified Dated
June 12, 2002, on the Effective Date, $5.0 million in new capital (the "New
Capital Infusion") will be infused into the Debtor by certain investors (the
"Investors"). The amount of the New Capital Infusion has been deposited in the
Trust Account of counsel for the Debtor. On the Effective Date, counsel for the
Debtor is authorized and directed to disburse funds in its Trust Account
constituting the New Capital Infusion to the Disbursing Agent in an amount
necessary to pay the initial Plan payments, including professional fees and
expenses awarded, with the balance disbursed to the Debtor and the Debtor shall
distribute to the Investors, the New Common Stock as provided in the Plan, as
modified. The New Capital Infusion shall not be utilized for purposes of
repaying insider loans or making distributions to shareholders in respect of
their stock.

     (v) Based upon the foregoing, the Committee's Limited Objection to
confirmation is deemed withdraw.

     3. Pursuant to an agreement between the Proponent and the CNL Entities (as
defined in the Plan), the terms of which are set forth in the Term Sheet annexed
hereto and incorporated herein as Exhibit "B," the CNL Objection is withdrawn,
the Ballots cast by the CNL Entities are deemed to be cast as acceptances of the
Plan.

     4. Pursuant to an agreement between the Proponent and the Class 2.4
Claimant (GECFFC), the following terms have been reached and the GECFFC
Objection to confirmation is withdrawn, as stated on the record by counsel for
GECFFC:

     (i) The treatment of GECFFC's Claims as set forth in Section 3.06(d) of the
Plan is further clarified by the Master Agreement dated as of August 19, 2002
(the "Master Agreement") by and between GECFFC and the Debtor, which was
admitted into evidence at the Confirmation Hearing. The Master Agreement is
hereby approved, and the

---------------

     (4) Provided any other Class 3.l creditor that has previously elected New
Secured Notes, agrees in writing that it elects a New Unsecured Note on or
before 10 days from the date of this Order.


                                       10
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Debtor is authorized and directed to implement and perform the Master Agreement.
The Debtor and GECFFC are each authorized and directed to execute and perform
the Master Lease, as defined in the Master Agreement, which Master Lease is a
unitary, unseverable lease agreement pertaining to all, but not less than all,
of the properties governed thereby. The non-residential real property leases
(collectively, the "Rejected Leases") entered into by the Debtor with respect to
the properties located at 3789 S. Kirkman Road, Orlando, Florida. (the "Orlando
Property") and 15703 SW 41st Street, Davie Florida, (the "Davie Property") are
each rejected effective as of August 21, 2002.

     (ii) Real and personal property tax obligations, including penalties and
interest assessed by the taxing authorities (collectively, the "Master Lease
Cure Obligations"), that are due and delinquent under the existing leases with
respect to all properties governed by the Master Lease, except the property
located at 8829 US Highway 19, Port Richey, Florida (the "Fort Richey"
Property), shall remain rental obligations owing under the Master Lease and
shall be paid to GECFFC in successive, fully amortizing monthly installments
with interest at the rate of LIBOR plus 400 basis points. The first monthly
installment on account of the Master Lease Cure Obligations shall be due on
September 1, 2002 with the remaining installments due on the first day of the
succeeding eleven months and any remaining payments of the Master Lease Cure
Obligations shall be due and owing on September 1, 2003. Real and personal
property taxes that are due and delinquent with respect to the Port Richey
Property shall be paid pursuant to Section 3.04 of the Plan.

     (iii) Pursuant to Sections 365(g) and 502(b)(6) of the Bankruptcy Code,
GECFFC shall have an allowed pre-petition unsecured claim arising from the
rejection of the Rejected Leases. The amount of such claim, calculated in
accordance with Section 502(b)(6), is $1,168,476.93 (the "502(b)(6) Amount").
Such claim is subject, however, to mitigation from the proceeds of disposition
of the Orlando Property and the Davie Property (collectively, the "Rejected
Properties"). Proceeds of disposition of the Rejected Properties shall be
applied first to satisfy accrued, unpaid, post-petition, pre-rejection rent owed
under the Rejected Leases (the "Post-Petition Rent"). The balance of such
proceeds shall be applied (i) next, against real property and personal property
taxes and assessments that accrued on the Rejected Properties prior to August
21st, 2002, and (ii) then, to GECFFC's total investment in the Rejected
Properties as set forth in the Master Agreement. GECFFC's ultimate unsecured
pre-petition claim shall be the lesser of (i) the 502(b)(6) Amount, or (ii) the
amount, if any, of GECFFC's total investment in the Rejected Properties which is
not recovered from the proceeds of disposition of the Rejected Properties
applied in the order set




                                       11
<PAGE>

forth above. To the extent, if any, such proceeds exceed the Post-Petition Rent,
real and personal property taxes, and GECFFC's total investment in the Rejected
Properties, they shall be applied as set forth in the Master Agreement.

     5. Pursuant to an agreement between the Proponent and the Class 2.7
Claimant, (Pacific), the following terms have been reached:

     (i) the past-due property taxes for all schedules originated by Pacific
will be paid in full, in cash, on the Effective Date;

     (ii) Equipment Schedule No. RG0399-19, covering equipment at the open store
in Lewis Center, Ohio, will be included within the description of locations
under Class 2.7 and treated accordingly; and

     (iii) The locations at Duluth, GA, Hamby, NC and Horn Lake, MS will be
deleted from the description of locations under Class 2.7.

     6. Pursuant to an agreement between the Proponent and the Class 2.9
Claimant Louis Wohl R Son's Inc. the following provisions of Class 2.9 of the
Plan are amended, as follows, and Wohl's Objection to Confirmation is deemed
withdrawn:

     (i) Class 2.9 Claims are Impaired. Wohl has claims with respect to goods
which have been delivered to the Debtor at a number of locations and goods
ordered for the Debtor's Mooresville, NC and Jensen Beach, Florida locations, a
majority of which have not yet been delivered. These Claims arose under a
Contract for Credit and Security Agreement (collectively, the "Wohl Contract")
between the Debtor and Wohl pursuant to which Wohl was granted a security
interest in certain property of the Debtor. The Wohl Contract remains executory
with respect to the goods ordered for the Debtor's Mooresville, NC and Jensen
Beach, Florida locations.

     (ii) With respect to the Wohl Note (as defined below). Wohl will retain its
first liens on personal property consisting of furniture, fixtures and equipment
at the Debtor's Volusia Shopping Center, Daytona Beach, FL location (the
"Volusia Collateral"). Wohl will also retain a possessory lien on furniture,
fixtures and equipment not yet delivered by Wohl to the Mooresville, NC and
Jensen Beach, Florida locations. Further, Wohl will retain such liens on
furniture, fixtures and equipment at the Debtor's other Florida locations as
Wohl held pre-petition; provided, however, that, except with respect to Wohl's
liens on the Volusia Collateral, Wohl's liens on all property at the Debtor's
other Florida locations shall be subordinate to the liens granted to the
Indenture




                                       12
<PAGE>

Trust to secure the New Secured Notes, which properties are limited to those
specifically described on Exhibit I to the Plan.

     (iii) On the Effective Date, the Wohl Contract will be assumed by the
Debtor. An initial cure payment with respect to such assumption shall be made on
the Effective Date in the approximate amount of $107,000 representing the
principal amount owed on the Wohl Secured Claims, less the principal amount
owing with respect to the goods ordered for the Mooresville, NC location (the
"Mooresville Principal"). The Mooresville Principal of approximately $107,000
and one-half of the accrued interest owed on the Wohl Secured Claims under the
Wohl Contract ($75,000) will be evidenced by a promissory note, bearing interest
at 5% per annum, payable in three, equal monthly installments, commencing on the
30th day following the Effective Date (the "Wohl Note").

     (iv) The balance of the accrued interest owed on the Wohl Secured Claims
will be treated as a general unsecured Claim in Class 3.1 under the New Secured
Note option. Wohl and the Debtor shall agree on a revised delivery schedule for
the goods to be delivered to the Mooresville and Jensen Beach locations no later
than forty-five (45) days after the Confirmation Date, and all defaults under
the Wohl Contract shall be deemed cured as of the Effective Date.

     (v) At the request of Wohl, the Debtor will execute written agreements to
reflect the revised terms set forth in this Plan and other customary
commercially reasonable terms. The Debtor shall file and serve under a Notice of
Filing copies of the finally executed documents in respect of the Wohl Note and
related documents.

     7. Pursuant to an agreement between the Proponent and the Class 2.17
Claimant (Fleet) the following provisions of Class 2.17 of the Plan are
clarified as follows:

     (i) Fleet shall retain its lien on any relocated equipment;

     (ii) 2001 personal property tax due in the amount of $17,349.68, shall be
paid on the Effective Date, and personal property taxes for 2002 and thereafter
shall be paid when billed and due to the Tax Collector:

     (iii) Late charges will be reduced to $30,000.00, which shall be paid in
three consecutive monthly installments of $10,000.00 each, commencing 90 days
after the Effective Date;

     (iv) Section 2.17(v) will reflect that sales tax will be paid on the
payments due thereunder; and




                                       13
<PAGE>

     (v) Section 2.17(v) will reflect that title to the equipment does not pass
to Roadhouse and Roadhouse will not recognize depreciation on the equipment
until it makes all payments due thereunder.

     8. Pursuant to a letter agreement between the Proponent and the Class 2.19
Claimant (KeyCorp), the following provisions of Class 2.19 of the Plan are
clarified as follows, and the Objection to Confirmation of KeyCorp are
withdrawn:

     (i) The three equipment lease schedules held by KeyCorp (schedule numbers
11, 12 and 13) (together, the "Leases") will be modified as set forth below, and
assumed by the Debtor upon confirmation. Each of these Leases pertain to an
"open-store" and will remain so.

     (ii) Debtor will continue to remit monthly payments as set forth in each
respective Lease.

     (iii) The Debtor is in pre-petition rent arrears under each Lease for a
period of three months, which will result in a three month extension of each
Lease and regular monthly payments thereunder during each extension.

     (iv) The Debtor's sales tax arrearages on each Lease will be cured by
payment in fill of such arrearage amount on the Effective Date of the Plan.

     9. The Effective Date of the Plan shall occur as provided in the Plan.

     10. Any Objections to Confirmation of the Plan that have not been withdrawn
prior to the entry of this Confirmation Order or that are not cured by the
relief granted herein, including the oral clarifications stated on the record,
with regard to Pinellas Objection and other Objections to Confirmation
previously withdrawn in writing, are hereby overruled in their entirety as being
without factual or legal basis.

     11. In accordance with Section 1141(a) of the Bankruptcy Code and upon the
occurrence of the Effective Date, the provisions of the Plan and this
Confirmation Order, (including exhibits hereto) are binding on the Proponent,
each creditor, and every other party in interest in this case and each of their
respective successors and assigns (whether or not such creditors or parties in
interest voted to accept the Plan. whether or not they are unpaired under the
Plan, and whether or not any such holder has filed, or is deemed to have filed a
proof of Claim or proof of Equity Interest), and any other Person giving,
acquiring, or receiving property under the Plan, and any lessor or lessee of
Property to or from the Debtor. The rights afforded in the Plan and the
treatment of all claims and equity




                                       14
<PAGE>

interests therein shall be in exchange for and in complete satisfaction,
discharge, and release of all claims and equity interests of any nature
whatsoever, known or unknown, including, except as expressly provided in the
Plan, interest accrued on or expenses incurred in connection with such Claims
from and after the Order for Relief, against the Debtor or its property or
interests in property. Except as provided in the Plan, upon entry of this
Confirmation Order, every holder of a claim or interest shall be precluded and
enjoined from asserting against the Debtor any claim based on any document,
instrument, judgment, award, order, act, omission, transaction or other activity
of any kind or nature that occurred prior to the Effective Date.

     12. In accordance with Sections 524 and 1141(d) of the Bankruptcy Code and
except as otherwise set forth in the Plan and in this Confirmation Order, on and
after the Effective Date, all persons and entities that have held, hold, or may
hold Claims against or Equity Interests in the Debtor that arose or arise at any
time prior to the Effective Date shall be permanently enjoined from (a)
commencing or continuing in any manner any action or other proceeding of any
kind against the Debtor with respect to any such Claim or Equity Interest. (b)
enforcing, attaching, collecting, or recovering by any manner or means any
judgment, award, decree, or order against the Debtor with respect to any such
Claim or Equity Interest; and (c) creating, perfecting or enforcing, any lien or
encumbrance of any kind against any of the Debtor or against any property or
interest in property of the Debtor. Unless otherwise provided in the Plan or
this Confirmation Order, all injunctions and stays provided for in this
bankruptcy case pursuant to Sections 105 and 362 of the Bankruptcy Code shall
remain in full force and effect until the Effective Date.

     13. In accordance with Section 1141(b) of the Bankruptcy Code, and Article
VIII. Section 8.05 of the Plan, on the Effective Date except as may otherwise be
expressly provided in the Plan and in this Confirmation Order, all assets and
property of the Debtor shall be vested in the Reorganized Debtor, Roadhouse
Grill. Inc., free and clear of all liens, security interests. Claims and
Interests of holders of Claims or Equity Interests, and all such liens, security
interests, Claims and Interests, to the extent of their validity shall be dealt
with as provided in the Plan.

     14. The provisions of Article IX of the Plan governing distributions,
reserves and procedures for resolving and treating Disputed Claims under the
Plan are hereby approved and are found to be fair and reasonable.

     15. The Debtor shall comply with all terms and conditions of the Plan which
terms and conditions are incorporated herein by reference.

     16. Upon the Effective Date, all executory contracts and unexpired leases
of the Debtor not previously assumed by Order of this Court shall be deemed
rejected unless such contracts or leases are subject of any motions



                                       15
<PAGE>
to assume any such contracts or leases which may have been filled on or before
the date of the confirmation hearing. The non-Debtor parties to all rejected
personal property leases shall be responsible for taking all steps necessary to
retrieve the personal property that is the subject of such executory contracts
and leases. The non-Debtor parties to such rejected leases and contracts shall
be required to submit their claims for rejection damages, if any, pursuant to
the provisions of Section 502(g) of the Bankruptcy Code, within 30 days from the
date of the entry of this Order. All of the Debtor's right, title and interest
in any contracts, leases or agreements entered into by the Debtor after the
Order for Relief Date, and/or not subject to assumption or rejection under
Section 365 of the Bankruptcy Code, shall revest in the Reorganized Debtor
without further action.

     17. Pursuant to Section 1146(c) of the Bankruptcy Code and the Plan, the
issuance, transfer, or exchange of notes under the Plan, the creation of any
mortgage, deed of trust, or other security interest, the making or assignment of
any lease or sublease, or the making or delivery of any deed or other instrument
of transfer under in furtherance of, or in connection with the Plan, shall not
be subject to any stamp, real estate transfer, mortgage recording, or similar
tax. All filing and recording officers are hereby directed to accept for filing
or recording all instruments of transfer to be filed and/or recorded, without
the payment of any such taxes.

     18. All entities holding Claims against or Equity Interests in the Debtor
that are treated under the Plan are hereby directed to execute, deliver, file or
record any document, and to take any action necessary to implement, consummate
and otherwise effect the Plan in accordance with its terms, and all such
entities shall be bound by the terms and provisions of all documents executed
and delivered by them in connection with the Plan.

     19. In accordance with Section 1142 of the Bankruptcy Code, the Debtor, and
any other entity designated pursuant to the Plan are hereby authorized,
empowered and directed to issue, execute, deliver, file and record any document,
and to take any action necessary or appropriate to implement, consummate and
otherwise effectuate the Plan in accordance with its terms, and all such
entities shall be bound by the terms and provisions of all documents issued,
executed and delivered by them as necessary or appropriate to implement or
effectuate the transactions contemplated by the Plan, including the execution of
any needed documents to meet the statutory requirements for filling papers in
any of the jurisdictions set forth in Exhibit I to the Disclosure Statement.

     20. On the Effective Date all of the Interests in the Debtor shall be
canceled and the Reorganized Debtor is authorized to issue the number of shares
of New Common Stock necessary to implement the Plan.




                                       16
<PAGE>

     21. The Debtor is hereby authorized to amend or modify the Plan at any time
prior to the Effective Date, but only in accordance with Section 1127 of the
Bankruptcy Code and the Plan, and with Court approval.

     22. Until the Effective Date, and except as otherwise ordered by this
Court, this Court shall retain jurisdiction over the Debtor, and its properties
and operations. On and after the Effective Date, in accordance with Sections
105(a) and 1142 of the Bankruptcy Code, the Debtor, its property and operations,
shall be released from the custody and jurisdiction of the Bankruptcy Court,
except that this Court retains jurisdiction over the Chapter 11 Case as provided
in Article XIV of the plan and as otherwise provided in this Order.

     23. The Disbursing Agent is authorized to pay the reasonable and necessary
professional fees and expenses awarded by separate Order Awarding Fees, pursuant
to the terms of that fee order. Additionally, the reasonable and necessary
professional fees and expenses incurred by the Debtor from and after the
Confirmation Hearing in connection with the consummation and implementation of
the Plan shall be paid by the Debtor in the ordinary course of business without
further order of the Bankruptcy Court; and PROVIDED, FURTHER, that this Court
shall retain jurisdiction over all such parties in the event of any dispute over
the amount of such fees and expenses.

     24. The Debtor shall pay the United States Trustee the appropriate sum
required pursuant to 28 U.S.C. Section 1930(a)(6) within ten days of the entry
of this Order for pre-confirmation periods and simultaneously provide to the
United States Trustee an appropriate affidavit indicating the cash disbursements
for the relevant period; and 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 Court, or upon the entry of an Order by this
Court dismissing this case or converting this case to another chapter under the
United States Bankruptcy Code, and the party responsible for paying the
post-confirmation United States Trustee fees 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.

     25. This Court retains jurisdiction for any and all matters that may come
before the Court in the administration of the Plan and pursuant to this Order of
Confirmation, specifically including, but not limited to, jurisdiction to
determine all objections that have heretofore been or may be filed to claims of
creditors herein; to fix and award all compensation to parties who may be so
entitled; to hear and determine all questions concerning the




                                       17
<PAGE>

assets or property of the Debtor, including all questions relating to any sums
of money, services, or property due to the Debtor, and determine all matters of
any nature or type necessary or appropriate to carry out and to the extent
provided for in the Plan.

     26. The Debtor is hereby directed to mail to all known holders of Claims
and Equity Interests and all other parties in interest (including all
professionals) a copy of this Confirmation Order.

     27. In the event of any inconsistency between the Plan, or any agreement,
instrument or document intended to implement the Plan, or this Order, the
provisions of this Order shall govern and shall supersede any such document or
order of this Court issued prior to the Effective Date.

     28. This Conformation Order shall be deemed to constitute all approvals and
consents required, if any, by the laws, rules or regulations of any state or
other governmental authority with respect to the implementation or consummation
of the Plan.

     29. Confirmation of the Plan shall not affect or discharge the liability of
any party other than the Debtor to any Creditor.

II. POST-CONFIRMATION STATUS CONFERENCE

     30. Berger Singerman, P.A. is named as disbursing agent without additional
compensation; bond is waved; the disbursing agent is directed to make all first
installment payments on the effective date of the Plan. The Disbursing Agent
shall, not later than sixty (60) days alter this Order becomes final, file a
Final Report of Estate and Motion for Final Decree Closing Case on the Court
approved local form. Failure to timely file the Final Report of Estate and
Motion for Final Decree Closing Case will result in the imposition of sanctions
against the Debtor's counsel, which may include the return of attorney's fees;
and it is further

     3l. The Court will conduct a post-confirmation status conference on October
25, 2002 at 9:00 A.M., in Courtroom 308, U.S. Courthouse 299 East Broward Blvd.,
Fort Lauderdale, Florida, to determine (i) whether the Debtor has complied with
the provisions of this Order, and (ii) whether the Disbursing Agent and the Plan
Proponent have timely filed the required Final Report of Estate and Motion for
Final Decree Closing Case. At the status conference, the Court will consider the
propriety of dismissal or conversion to chapter 7, and/or the imposition of
sanctions against the Debtor and/or the Debtor's Disbursing Agent for failure to
timely file the Final Report of Estate and Motion for Final Decree Closing Case
or for failure to comply with the provisions of this Order.




                                       18
<PAGE>

     ORDERED in the Southern District of Florida, on August 23, 2002




                                       -----------------------------------------
                                       HONORABLE RAYMOND B. RAY
                                       United States Bankruptcy Judge


Copies to:
Paul Steven Singerman, Esquire
Leslie Gern Cloyd, Esquire
Brian Rich, Esquire
Alfred S. Lurey, Esquire
Gerald A. Jeutter. Jr., Esq.

(ATTORNEY SINGERMAN IS HEREBY DIRECTED TO PROMPTLY MAIL A COPY OF THIS ORDER TO
ALL CREDITORS AND INTERESTED PARTIES.)




                                       19
<PAGE>

                         UNITED STATES BANKRUPTCY COURT
                          SOUTHERN DISTRICT OF FLORIDA

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


--------------------------------------------------------------------------------

                     MODIFICATION OF DEBTOR'S SECOND AMENDED
                         AND RESTATED CHAPTER 11 PLAN OF
                 REORGANIZATION AS MODIFIED DATED JUNE 12, 2002

                             DATED: AUGUST 19, 2002
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>



<S>                                                          <C>
KILPATRICK STOCKTON LLP                                      KILPATRICK STOCKTON LLP
Co-Counsel for the Debtor-in-Possession                      Co-Counsel for the 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) 4220-1800                                   Atlanta, GA 30309
                                                             Telephone: (404) 815-6500
                                                             Facsimile: (404) 815-6555

BERGER SINGERMAN, P.A.                                       BERGER SINGERMAN, P.A.
Co-Counsel for the Debtor-in-Possession                      Co-Counsel for the 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

</TABLE>



                                       20
<PAGE>


     Pursuant to Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019,
the Debtor-in-Possession. Roadhouse Grill, Inc. ("RHG" or "Debtor"), files this
modification (the or this "Modification") of the Debtors' Second Amended and
Restated Chapter 11 Plan of Reorganization as Modified, dated June 12, 2002 (the
"Plan")(C.P. #383). UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS
CONTAINED IN THIS MODIFICATION THAT ARE DEFINED IN THE PLAN HAVE THE MEANINGS
ASCRIBED TO THOSE TERMS IN THE PLAN.

                                  INTRODUCTION

     On or about June 12. 2002. RHG filed the Plan and a Second Amended and
Restated Disclosure Statement in Support of Chapter 11 Plan of Reorganization as
Modified (tile "Disclosure, Statement")(C.P. # 382). The Disclosure Statement
was approved by order of the Bankruptcy Court on June 20; 2002 (C.P. # 407),
and, subsequently, the Plan was sent out for vote. The Confirmation Hearing is
scheduled for August 21, 2002.

     A number of positive developments have occurred which necessitate
modification of the Plan. First, several creditors filed objections to
confirmation of the Plan. Most of the objections have been resolved, and this
Modification memorializes, where necessary, the terms of resolution.

     The Modification is further necessitated by two extremely favorable
developments related to the funding of the Debtor. First, the Plan envisioned
that the Debtor would incur obligations for post-petition financing of $3.5
million and that this indebtedness would be converted to equity in the
Reorganized Debtor at a conversion price of $.32 per share. This financing was
to have been provided by the Berjaya DIP Financing Group. The Debtor, however,
has been self-sustaining during this Chapter 11 case and has not been required
to draw on the DIP Facility. Therefore, no post-petition financing obligations
exist to convert to equity.

     Second, the Plan envisioned that the new infusion of capital into RHG would
be limited to $3.5 million advanced under the DIP Facility. Since the approval
of the Disclosure statement, however, the Debtor has been able to attract new
capital of $5 million at a price of $.36 per share of common stock in the
Reorganized Debtor without diluting appreciably the shares to be received under
the Plan by the Holders of the Class 5 Interests and the Holders, if any, of
Allowed Class 4 Claims.

     Under the Plan, as modified herein; Berjaya Group (Cayman) Limited
("Berjaya"), Prime Gaming Philippines, Inc. ("Prime"), Ayman Sabi ("Sabi"), or
designee; and Stephen C. Saterbo ("Saterbo"), or designee; will provide the
aggregate amount of $5 million of capital to the Reorganized Debtor. Prime is an
affiliate of Berjaya. It is 58% owned by Berjaya Group Berhad, which owns 100%
of Berjaya. Prime is incorporated and headquartered in the Philippines. Its
headquarters address is:

                        29th Floor, Rufino Pacific Tower
                        6784 Ayala Avenue, cor. Herrera Street
                        Makati City,
                        Metro Manila
                        Philippines

     Saterbo is a senior vice president, member of the board of directors and
substantial shareholder of Colorado Boxed Beef Company. He is a resident of
Florida, and his office address is:

                        302 Progress Road
                        Auburndale, Florida 33823

     The infusion of new capital will be as follows:

<TABLE>
<CAPTION>

                           Investment         Price/Share          Number of Shares       Percentage of Ownership
                           ----------         -----------          ----------------       -----------------------
<S>                        <C>                    <C>                  <C>                         <C>
    Berjaya                $3 million             $.36                 8,333,333                   28.52%

    Prime                   $500,000              $.36                 1,388,889                   4.75%

    Sabi*                  $1 million             $.36                 2,777,778                   9.51%

    Saterbo*                $500,000              $.36                 1,388,889                   4.75%

</TABLE>

    * or designee




                                       21
<PAGE>

     The securities described above will be issued in a private placement
pursuant to Section 4(2) of, or Regulation D promulgated under, the Securities
Act of 1933, as amended. It is contemplated that, post-Effective Date, RHG will
seek registration of these securities with the Securities Exchange Commission.

     In addition, as set forth in the Plan, Beljaya will convert $1.5 million of
debt currently owed it by RHG into shares in the Reorganized Debtor, Pursuant to
the Modification, however, the debt will be converted at the rate of $.36 per
share rather than $.32 per share as provided the Plan. Upon conversion, Berjaya
will receive 4,166,667 shares, representing 14.26% of the outstanding common
stock in the Reorganized Debtor.

     Under the Plan, Holders of Class 5 Interests and Holders of Allowed Class 4
Claims, if any, were to receive 9,708,741 shares of common stock in the
Reorganized Debtor, constituting approximately 38% of the stock in Reorganized
RHG. Pursuant to the Modification, such shares have been adjusted UPWARD to
11,165,052 as a consequence of which such claimants will receive 38.21% of the
stock in the Reorganized Debtor. The total number of shares of New Common Stock
to be issued under the Plan, as modified herein, is 29,220,608.




                                       22
<PAGE>
                                  MODIFICATIONS

     The Plan is modified as hereinafter set forth. The Articles of this
Modification correspond to the Articles of the Plan to which each respective
modification pertains.

                                    ARTICLE I

     1.1 DEFINITIONS. Article I of the Plan is amended as follows:

         (a) The following definitions are added in proper alphabetical
         sequence:

         "PRIME" means Prime Gaming Philippines, Inc., a corporation in the
         Philippines.

         "SABI" means Ayman Sabi, the President and Chief Executive Officer of
         the Debtor.

         "SATERBO" means Stephen C. Saterbo, a resident of the state of Florida.

                                   ARTICLE III

     3.1 CLASS 2 - SECURED CLAIMS. Section 3.06(a) is amended in its entirely to
read as follows:

         "a.      CLASS 2.1 (THE BERJAYA DIP FINANCING GROUP). Class 2.1 Claims
                  are Unimpaired. No amounts have been advanced under the DIP
                  Facility; and no DIP Financing Obligations are owing. Class
                  2.1 will receive nothing under the Plan, and all Liens in
                  favor of the DIP Lender in the assets or property of the
                  Debtor or the Reorganized Debtor shall be released upon the
                  Effective Date."

     3.2 CLASS 2.4. Section 3.06(d) of the Plan is amended by adding the
following at the end thereof:

         (vi)     "The details of the restructuring of the Class 2.4 claims are
                  set forth in a Master Agreement between RHG and FFC dated as
                  of August 19, 2002. The Debtor shall file and serve under a
                  Notice of Filing copies of the finally executed documents in
                  respect of the restructuring under the Master Agreement."

     3.3 CLASS 2.7. Paragraph (i) of Section 3.06(g) of the Plan is amended in
its entirety to read as follows:

         "(i)     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) Lewis Center, OH

                  (3) 20435 State Road 7, Boca Raton, FL

                      (assigned to Highline Capital Corp.)"

     3.4 CLASS 2.9. Section 3.06(i) of the Plan is amended in its entirety to
read as follows:

         "i.      CLASS 2.9 (LOUIS WOHL & SONS. INC., "WOHL"). Class 2.9 Claims
                  are Impaired. Wohl has claims with respect to goods which have
                  been delivered to the Debtor at a number of locations and
                  goods ordered for the Debtor's Mooresville, NC and Jensen
                  Beach, FL locations, which have not yet been delivered. These
                  Claims arose under a Contract for Credit (the "Wohl Contract")
                  between the Debtor and Wohl pursuant to which Wohl was granted
                  a security interest in certain property of the Debtor. The
                  Wohl Contract remains executory with respect to the goods
                  ordered for the Debtor's Mooresville, NC and Jensen Beach, FL
                  locations.

                  (i)      With respect to the Wohl Note (as defined below),
                           Wohl will retain its first liens on personal property
                           consisting of furniture, fixtures and equipment at
                           the Debtor's




                                       23
<PAGE>

                           Volusia Shopping Center, Daytona Beach, FL location
                           (the "Volusia Collateral"). Wohl will also retail a
                           possessory lien on furniture, fixtures and equipment
                           not yet delivered by Wohl to the Mooresville, NC and
                           Jensen Beach, FL locations. Further, Wohl will retain
                           such liens on furniture; fixtures and equipment at
                           the Debtor's other Florida locations as Wohl held
                           pre-petition, provided, however, that, except with
                           respect to Wohl's liens on the Volusia Collateral,
                           Wohl's liens on all property at the Debtor's other
                           Florida locations shall be subordinate to the liens
                           granted to the Indenture Trust to secure the New
                           Secured Notes.

                  (ii)     On the Effective Date, the Wohl Contract will be
                           assumed by the Debtor. An initial cure payment with
                           respect to such assumption shall be made on the
                           Effective Date in the approximate amount of $107,000;
                           representing the principal amount owed on the Wohl
                           Secured Claims less the principal amount owing with
                           respect to the goods ordered for the Mooresville, NC
                           location (the "Mooresville Principal"). The
                           Mooresville Principal of approximately $107,000 and
                           one-half (approximately $74,000) of the accrued
                           interest owed on the Wohl Secured Claims under the
                           Wohl Contract will be evidenced by a promissory note,
                           bearing interest at 5% per annum, payable in three,
                           equal monthly installments after the Effective Date
                           (the "Wohl Note").

                  (iii)    The balance of the accrued interest owed on the Wohl
                           Secured Claims will be treated as a general unsecured
                           Claim in Class 3.1 under the New Secured Note option.

                  (iv)     Wohl and the Debtor shall agree on a revised delivery
                           schedule for the goods to be delivered to the
                           Mooresville/Jensen Beach locations, and all defaults
                           under the Wohl Contract shall be deemed cured as of
                           the Effective Date.

                  (v)      At the request of Woh1, the Debtor will execute
                           written agreement; to reflect the revised terms set
                           forth in this Plan and other customary, commercially
                           reasonable terms.

                  (vii)    The Debtor shall file and serve under a Notice of
                           Filing copies of the finally executed documents in
                           respect of the Wohl Note and related documents.

                           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.

     3.5 CLASS 2.21. Section 3.06(u) of the Plan is amended by revising the
first paragraph thereof to read in its entirety as follows:

         "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 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 $.36."

     3.6 CLASS 4, SECTION 3.08 of the Plan is amended in its entirety to read as
follows:

         "Section 3.08 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 11,165,052
         shares of New Common Stock, which will constitute 38.21% of the stock
         in Reorzanized RHG. 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."




                                       24
<PAGE>

     3.7 CLASS 5. SECTION 3.09 of the Plan is amended in its entirety to read as
follows:

         "Section 3.09 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 11,165,052)
         shares of New Common Stock.

                                   ARTICLE VI

     6.1 TIMING OF DISTRIBUTIONS. Section 6.01 of the Plan is amended by
changing to "11,165,052," with each reference therein to "9,708.741."

                                   ARTICLE VII

     7.1 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. Section 7.01 of
the Plan is amended in its entirety to read as follows:

         "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 notions 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 terns or upon such terms as are agreed to between the
         Debtor and the other party to the executory contract or unexpired
         lease. All amounts required to be paid, pursuant to section 365(b)(1)
         of the Bankruptcy Code, in connection with the assumption of an
         executory contract or unexpired lease shall be paid on the Effective
         Date; provided, however, that if such amounts are subject to dispute,
         payment shall be made upon entry of a Final order determining the
         dispute."

                                  ARTICLE VIII

     8.1 ISSUANCE OF NEW COMMON STOCK. Section 8.02 of the Plan is amended in
its entirety to read as follows:

         "Section 8.02 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, including without limitation the shares referred to in
         Section 8.03 immediately below."

     8.2 EQUITY INFUSION. Section 8.03 of the Plan is amended in its entirety to
read as follows:

         "Section 8.03 EGUITY INFUSION. On the Effective Date, the Reorganized
         Debtor, in return for the consideration set forth in the table
         immediately below, issue shares of New Common Stock as set forth in
         said table, in a private placement pursuant to Section 4(2) of, or
         Regulation D promulgated under the Securities Act of 1933, as amended.

<TABLE>
<CAPTION>

                                                                                             Percentage of
                               Investment           Price/Share       Number of Shares         Ownership
                               ----------           -----------       ----------------       -------------
      <S>                      <C>                     <C>                <C>                    <C>
      Berjaya                  $3 million              $.36               8,333,333              28.52%

      Prime                     $500,000               $.36               1,388,889              4.75%

      Sabi*                    $1 million              $.36               2,777,778              9.51%

      Saterbo*                  $500,000               $.36               1,388,889              4.75%

</TABLE>

      * or designee




                                       25
<PAGE>

                MODIFICATION TO EXHIBIT H TO DISCLOSURE STATEMENT

     9.1 INDENTURE FOR NEW SECURED NOTES. The bracketed material in the first
paragraph of the Granting Clauses on page 1 of the Indenture for the New Secured
Notes, the form of which is attached as EXHIBIT H to the Disclosure Statement,
is amended in its entirety to read as follows:

         "[(i) eighteen leasehold mortgages at sites where the furniture and
         equipment have not been pledged to lenders; (ii) seven leasehold
         mortgages at sites where the equipment has been pledged; and (iii)
         sixteen unencumbered equipment packages.]"

     WHEREFORE, Roadhouse Grill, Inc., Debtor-in-Possession, submits this
Modification and requests confirmation of the Plan, as modified herein or in the
Confirmation Order




                                       26
<PAGE>


         This binding Term Sheet is made and entered into by and between
         Roadhouse Grill, Inc. (the "Debtor") and CNL AFP Partners, LP, CNL
         Income Fund III, Ltd., CNL Funding 2000A-LP, Restaurants Acquisition I,
         Inc., CNL Funding 2001-A., LP, Pru-Bache/CNL National Lease Properties,
         CNL Restaurant Services, Inc., Arizona RE, Joint Venture, Duluth Joint
         Venture and Commercial Net Lease Realty ("CNL") (collectively, the
         "Parties") in support of confirmation of Debtor's Second Amended Plan
         of Reorganization dated June 12, 2002, as modified (the "Plan").

--------------------------------------------------------------------------------

1. 502(b)(6) CLAIMS                With respect to the 6 CNL leases which have
                                   previously been rejected by the Debtor, CNL,
                                   shall have an allowed unsecured claim
                                   pursuant to sections 365(g) and 502(b)(6)(A)
                                   and (B) of the Bankruptcy Code. This claim
                                   shall be a Class 3.1 Claim and shall be
                                   evidenced by New Unsecured Notes under the
                                   Plan. The amount of each such Unsecured Note
                                   shall be as determined by CNL provided that
                                   the aggregate amount of all such New
                                   Unsecured Notes shall not exceed the
                                   aggregate amount of $3,061,328.00. The New
                                   Unsecured Notes shall be repaid over 5 years
                                   from the Effective Date on the same terms as
                                   the other Unsecured Notes, except to the
                                   extent modified herein. The Debtor shall
                                   assume all other leases with CNL.

2. MANDATORY PREPAYMENTS ON        Mandatory prepayments in an aggregate amount
   NEW UNSECURED NOTE              of up to $300,000 shall be made ratably to
                                   CNL with respect to the New Unsecured Notes
                                   from funds which become available to the
                                   Debtor from the claims reconciliation process
                                   as a result of entry of orders by the Court
                                   disallowing, in whole or in part, claims
                                   referred to in Schedule C of the Debtor's
                                   Amended Certificate of Proponent of Plan on
                                   Acceptance of Plan, Report on Amount to be
                                   Deposited, Certificate of Amount Deposited
                                   and Payment of Fees in respect of which
                                   Debtor has reserved and deposited funds in
                                   Debtor's counsel's trust account. Any such
                                   mandatory payments shall be applied to
                                   installments under the New Unsecured Notes in
                                   inverse order of maturity.

                                   The Debtor shall file all remaining
                                   objections to claims within 30 days from the
                                   entry of the confirmation order and shall
                                   thereafter diligently prosecute such
                                   objections. CNL shall receive 100% of the
                                   first $300,000.00 realized or saved as a
                                   result of such claims objections and the
                                   Debtor shall promptly remit such funds up to
                                   $300.000.00 to CNL. Such payments shall not
                                   reduce the amount of the payments otherwise
                                   payable under the New Unsecured Votes,
                                   except, that any such payments



                                       27
<PAGE>

                                   shall be applied to reduce the payments due
                                   under the Unsecured Notes in inverse order of
                                   maturity as provided above.





3. SECTION 365(b)(1)               (a) In full satisfaction of all cure
   CURE PAYMENT                    obligations with respect to assumed leases
                                   which are currently due and unpaid as of July
                                   31, 2002, Debtor shall pay CNL in cash on the
                                   Effective Date the sum of $551,025.00.

                                   (b) On the Effective Date. Debtor shall pay
                                   all 2001 property taxes owed with respect to
                                   the properties under the assumed leases.

                                   (c) On the Effective Date, Debtor shall
                                   escrow with CNL pro rata accrued or due 2002
                                   property taxes with respect to the properties
                                   under the assumed leases and from and after
                                   the Effective Date through the term of the
                                   lease and, if applicable, any Master
                                   Lease(s), shall remit to CNL 1/12 of the
                                   estimated amount of all taxes and other
                                   assessments on a monthly basis, such that the
                                   amounts deposited by the Debtor in escrow in
                                   favor of CNL shall be sufficient to pay, when
                                   due, all taxes, and assessments.

                                   (d) In subsequent years, Debtor shall escrow
                                   with CNL monthly, on a pro rata basis, all
                                   property taxes associated with the assumed
                                   leases until the expiration of the leases.

4. LEASES                          (a) Debtor shall assume all remaining 11
                                   leases. To the extent possible, and as
                                   elected by CNL, the leases which are being
                                   assumed will be placed under one or more
                                   Master Lease(s), which, if more than one, may
                                   be cross-defaulted, at CNL's option. Except
                                   to the extent modified herein or as required
                                   herein, all terms and conditions of the
                                   leases shall not be modified and the Debtor
                                   shall perform all obligations thereunder.

                                   (b) With respect to the properties under any
                                   assumed lease or Master Lease(s), as
                                   applicable, the Debtor shall have the right
                                   to go dark at any location for up to 365
                                   days, once, within any 5-year period so long
                                   as Debtor continues to pay rent and perform
                                   all other obligations as provided under the
                                   leases, and if elected, the Master Lease(s).

                                   (c) With respect to each of the properties
                                   under the leases, and if applicable, the
                                   Master Lease(s), the Debtor shall have the
                                   right to make a Rejectable Purchase Offer if
                                   the Fixed Charge Coverage Ratio for the
                                   property is less than 1.10:1 for the 12 month
                                   period immediately preceding the date on
                                   which Debtor delivers the Rejectable Purchase
                                   Offer. If the Debtor shall make such
                                   Rejectable Purchase Offer in




                                       28
<PAGE>

                                   writing and such Offer is accepted by the
                                   lessor in its sole discretion, the Debtor
                                   shall close by paying in full in cash, within
                                   30 days following such acceptance. The
                                   Debtor's right to make such an offer shall be
                                   contingent upon there not being any default
                                   under the lease.

                                   (d) Purchase price in respect of Rejectable
                                   Purchase Offer shall be the Lessor's
                                   undepreciated investments with respect to the
                                   subject property.

                                   (e) If Lessor accepts a Rejectable Purchase
                                   Offer, the lease as to subject property
                                   terminates upon closing, provided that all
                                   obligations accruing under the lease or
                                   hereunder with respect to such property shall
                                   be paid and performed up to the closing.

                                   (f) If Lessor rejects a Rejectable Purchase
                                   Offer; the lease shall terminate upon the
                                   earlier of the Debtor's surrender of the
                                   premises or thirty (30) days; and until such
                                   time, the Debtor's obligations under such
                                   lease shall continue. At the termination of
                                   any such lease, the Debtor shall surrender
                                   possession of the leases premises in broom
                                   clean condition.

5. RELEASE                         The Parties will exchange mutual general
                                   releases, including without limitation
                                   releases with respect to Federicksburg and
                                   Chantilly, except with respect to obligations
                                   under the Plan, the leases, and if
                                   applicable, the Master Lease(s). Such release
                                   shall also include all officers, agents,
                                   representatives and employees of such
                                   Parties.

6. PERIODIC REPORTING              Debtor will provide on a quarterly basis
                                   store level profit and loss reports with
                                   respect to the CNL leases and such other
                                   financial information currently required to
                                   be provided under the CNL leases. The Debtor
                                   shall also provide copies of its audited or
                                   unaudited financial statements to CNL.

7. ACCESS TO CLOSED LOCATIONS      On 7 business days notice, CNL shall afford
                                   Debtor access to property subject to rejected
                                   leases for purposes of removing furniture,
                                   trade fixtures and equipment owned or leased
                                   by the Debtor. Debtor will pay the cost of
                                   any damage to property of the CNL Lessors
                                   caused in connection with such removal.
                                   Debtor shall remove such furniture, trade
                                   fixtures, and equipment before January 1,
                                   2003, subject to the notice requirement.
                                   Prior to removal, Debtor shall provide
                                   satisfactory assurance to the lessor that it
                                   has the right to remove any such furniture,
                                   trade fixtures and equipment. Debtor shall
                                   not remove any such furniture, trade
                                   fixtures, and equipment if there is a dispute
                                   with respect to the



                                       29
<PAGE>

                                   ownership of such property until such dispute
                                   is resolved by a court of competent
                                   jurisdiction.

8. WITHDRAWAL OF OBJECTIONS AND    CNL will withdraw its objections to the
   VOTE IN FAVOR OF PLAN           Debtor's Plan and change its vote to
                                   acceptance of the Debtor's Plan.

9. WITHDRAWAL OF RAI PLAN          RAI will withdraw the RAI Plan.

10. RETENTION OF JURISDICTION      The Bankruptcy Court will retain jurisdiction
                                   over any disputes regarding this agreement.

11. CONDITION TO EFFECTIVENESS     Debtor's Plan Bankruptcy Court Approval and
                                   the occurrence of the Effective Date,
                                   otherwise it shall be of no effect. If it
                                   becomes effective, the parties shall take
                                   such other and further acts and execute such
                                   other and further documents as may be
                                   necessary so that the Parties receive the
                                   benefits provided for hereunder.


This 21st day of August, 2002.
Roadhouse Grill, Inc.              CNL AFP Partners, LP and Its Affiliates,
By:                                referred to in the Debtor's Chapter 11 Case
                                   As the "CNL Entities"

                                   By:


------------------------------
Ayman Sabi, President
                                   ---------------------------------------------
                                   Name:
                                   Title:






                                       30