<PAGE>
                                  EXHIBIT 2.1

                         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
                         DISCLOSURE STATEMENT IN SUPPORT
                OF 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 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, Suite 2800
Telephone: (919) 420-1700                    Atlanta, GA 30309
Facsimile: (919) 420-1800                    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>



<PAGE>
                                TABLE OF CONTENTS

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KILPATRICK STOCKTON LLP....................................................   xxxii


I.    INTRODUCTION AND OVERVIEW............................................       1

    (A)  The Chapter 11 Case...............................................       1
    (B)  Purpose of Disclosure Statement...................................       1
    (C)  Disclaimers.......................................................       1
    (D)  Summary of the Plan...............................................       2
         1.  In General....................................................       2
         2.  Property to be Distributed....................................       2
         3.  Classifications and Treatment of Claims and Interests.........       3
    (E)  Confirmation......................................................       6
         1.  Generally.....................................................       6
         2.  Objections to Confirmation....................................       6
         3.  Confirmation Hearing..........................................       7
         4.  Effective Date................................................       7
         5.  Injunctions...................................................       7

II.   HISTORY, ORGANIZATION AND BUSINESS OF THE DEBTOR.....................       8

    (A)  History and Organization of the Debtor............................       8
    (B)  Business of the Debtor............................................       8
         1.  In General....................................................       9
         2.  Franchising...................................................      10
         3.  SEC Reporting.................................................      10
         4.  Liquidity and Capital Resources...............................      10
         5.  Summary of Cash Flows.........................................      15
         6.  Capital Expenditures..........................................      15
         7.  Seasonality and Quarterly Results.............................      15
         8.  Impact of Inflation...........................................      16
    (C)  Putative Class Action.............................................      16

III.  THE CHAPTER 11 REORGANIZATION CASE...................................      17

    (A)  The Involuntary Chapter 11 Filing.................................      17
    (B)  Professionals Retained by the Debtor..............................      17
    (C)  Appointment of Creditors' Committee and its Professionals.........      18
    (D)  Post-Petition Financing...........................................      18
    (E)  Executory Contracts and Unexpired Leases..........................      18
         1.  Assumption/Rejection Deadline.................................      18

IV.   THE PLAN.............................................................      19

    (A)  Overview..........................................................      19
    (B)  Unclassified Claims...............................................      19
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                                       i
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         1.  Administrative Claims.........................................      19
         2.  Priority Tax Claims...........................................      20
    (C)  Designation and Treatment of Claims and Interests.................      20
         1.  Class 1 - Priority Non-Tax Claims.............................      20
         2.  Secured Claims................................................      21
         3.  Unsecured Claims..............................................      41
    (D)  Avoidance Actions.................................................      44
    (E)  Means for Implementation of Plan..................................      45
         1.  Effective Date Payments.......................................      45
         2.  Issuance of New Unsecured Notes and New Secured Notes.........      45
         3.  Issuance of New Common Stock..................................      45
    (F)  Treatment of Executory Contracts and Unexpired Leases.............      45
         1.  Assumption and Rejection......................................      45
         2.  Rejection Damages.............................................      46
         3.  Benefit Programs..............................................      46
    (G)  Intent to Prosecute Causes of Action After Confirmation...........      46

V.    VOTING PROCEDURES AND REQUIREMENTS...................................      48

    (A)  Eligibility.......................................................      48
    (B)  Ballots...........................................................      48
    (C)  Voting Procedure..................................................      48
    (D)  Voting Deadline...................................................      49
    (E)  Importance of Voting/Vote Required for Acceptance and Confirmation      49

VI.   CONDITIONS TO CONFIRMATION...........................................      50

    (A)  In General........................................................      50
    (B)  Best Interests Test...............................................      50
         1.  In General....................................................      50
         2.  Chapter 7.....................................................      51
         3.  Liquidation Analysis..........................................      51
    (C)  Feasibility of the Plan...........................................      52
    (D)  Confirmation Without Acceptance By All Impaired Classes...........      52
         1.  Fair and Equitable Test.......................................      52
         2.  No Unfair Discrimination......................................      53

VII.  PROJECTED FINANCIAL INFORMATION......................................      53


VIII. THE REORGANIZED DEBTOR...............................................      54

    (A)  Ownership Structure of the Reorganized Debtor.....................      54
    (B)  Employment Agreements.............................................      55
    (C)  Initial Management of the Purchaser and Reorganized Debtors.......      55
    (D)  Executive Compensation............................................      55
    (E)  Public Reporting Obligations......................................      56
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IX.   RISK FACTORS.........................................................      56

    (A)  Introduction......................................................      56
    (B)  Bankruptcy Risks..................................................      56
         1.  Risks Relating to Confirmation................................      56
         2.  Other Bankruptcy Risks........................................      57
    (C)  Business Risks....................................................      57
         1.  Seasonality...................................................      57
         2.  General Factors...............................................      57
         3.  Reliance on Key Personnel.....................................      58
         4.  Competition and Inflation.....................................      58
    (D)  Securities Risks..................................................      58
         1.  Lack of Established Market for the New Securities; Volatility.      58
         2.  Dividends.....................................................      59
         3.  Delay in Ultimate Distribution of New Common Stock............      59

X.    TAX IMPLICATIONS.....................................................      59


XI.   APPLICABILITY OF CERTAIN U.S. FEDERAL AND STATE SECURITIES LAWS......      60

    (A)  General...........................................................      60
    (B)  Bankruptcy Code Exemptions from Registration Requirements.........      60
         1.  Initial Offer and Sale of Securities..........................      60
         2.  Subsequent Transfers of Securities............................      60
    (C)  Certain Transactions by Stockbrokers..............................      62
    (D)  Registration Under the Trust Indenture Act of 1939................      63

XII.  ALTERNATIVES TO PLAN.................................................      63

    (A)   Chapter 7 Liquidation............................................      63
    (B)   Alternate Plan...................................................      63

XIII. CONCLUSION...........................................................      64


XIV.  DISCLOSURE STATEMENT EXHIBITS........................................      ii
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                                      iii
<PAGE>
I.    INTRODUCTION AND OVERVIEW

      (A)   THE CHAPTER 11 CASE

      On January 18, 2002 ("Petition Date"), an involuntary Chapter 11 petition
was filed against Roadhouse Grill, Inc. in the United States Bankruptcy Court
for the Southern District of Florida by three entities related to CNL Restaurant
Properties, Inc. Roadhouse Grill consented to the entry of an order for relief
on April 16, 2002, and filed its plan of reorganization, designed to enable it
to emerge promptly from Chapter 11 as a viable enterprise with a restructured
balance sheet. No trustee or examiner has been appointed in the Chapter 11 Case.

      (B)   PURPOSE OF DISCLOSURE STATEMENT

      Pursuant to section 1125 of the Bankruptcy Code, the Debtor submits this
Second Amended and Restated Disclosure Statement in Support of Chapter 11 Plan
of Reorganization, As Modified (the "DISCLOSURE STATEMENT") to provide its
creditors and stockholders with adequate information about the Debtor and its
Second Amended and Restated Chapter 11 Plan of Reorganization, As Modified dated
June 12, 2002 (the "PLAN"). UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED
TERMS CONTAINED IN THIS DISCLOSURE STATEMENT THAT ARE DEFINED IN THE PLAN HAVE
THE MEANINGS ASCRIBED TO THOSE TERMS IN THE PLAN.

      The purpose of the Disclosure Statement is to enable creditors of the
Debtor to make an informed judgment regarding acceptance or rejection of, or
objection to, the Plan. The Disclosure Statement describes generally the Plan
and contains information concerning, among other things, voting instructions,
classification and treatment of Claims and Interests under the Plan, and the
Debtor's history, business, assets, causes of action, results of operations, and
projections of future operations.

      The Disclosure Statement has been approved by the Bankruptcy Court for use
in the solicitation of acceptances of the Plan. The Bankruptcy Court's approval
of the Disclosure Statement does not constitute an endorsement by the Bankruptcy
Court of any representation contained either in the Disclosure Statement or the
Plan, or an endorsement of the Plan itself.

      (C)   DISCLAIMERS

            THE DISCLOSURE STATEMENT CONTAINS INFORMATION THAT MAY BEAR UPON
YOUR DECISION TO ACCEPT OR REJECT THE DEBTOR'S PROPOSED PLAN. PLEASE READ THIS
DOCUMENT THOROUGHLY AND CAREFULLY. THE PURPOSE OF THE DISCLOSURE STATEMENT IS TO
PROVIDE YOU WITH "ADEQUATE INFORMATION" OF A KIND, AND IN SUFFICIENT DETAIL, AS
FAR AS IS REASONABLY PRACTICABLE IN LIGHT OF THE NATURE AND HISTORY OF THE
DEBTOR AND THE CONDITION OF THE DEBTOR'S BOOKS AND RECORDS, THAT WOULD ENABLE A
HYPOTHETICAL REASONABLE INVESTOR TYPICAL OF HOLDERS OF CLAIMS OR INTERESTS OF
THE RELEVANT CLASS TO MAKE AN INFORMED JUDGMENT CONCERNING THE PLAN.

            FOR THE CONVENIENCE OF CREDITORS, THIS DISCLOSURE STATEMENT
SUMMARIZES THE TERMS OF THE PLAN, BUT THE PLAN ITSELF QUALIFIES ANY SUMMARY. IF
ANY INCONSISTENCY EXISTS BETWEEN THE PLAN AND THE DISCLOSURE STATEMENT, THEN THE
TERMS OF THE PLAN ARE CONTROLLING.



                                       1
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            NO REPRESENTATIONS CONCERNING THE DEBTOR'S FINANCIAL CONDITION OR
ANY ASPECT OF THE PLAN ARE AUTHORIZED BY THE DEBTOR OTHER THAN AS SET FORTH IN
THE DISCLOSURE STATEMENT. ANY REPRESENTATIONS OR INDUCEMENTS MADE TO SECURE YOUR
ACCEPTANCE WHICH ARE OTHER THAN AS CONTAINED IN OR INCLUDED WITH THIS DISCLOSURE
STATEMENT SHOULD NOT BE RELIED UPON BY YOU IN ARRIVING AT YOUR DECISION TO
APPROVE OR REJECT THE PLAN.

            THE FINANCIAL INFORMATION CONTAINED HEREIN, UNLESS OTHERWISE
INDICATED, IS UNAUDITED. IN ADDITION, BECAUSE OF THE DEBTOR'S FINANCIAL
DIFFICULTIES, AS WELL AS THE COMPLEXITY OF THE DEBTOR'S FINANCIAL MATTERS, THE
BOOKS AND RECORDS OF THE DEBTOR, UPON WHICH THIS DISCLOSURE STATEMENT IS BASED
IN PART, MAY BE INCOMPLETE OR INACCURATE. HOWEVER, GREAT EFFORT HAS BEEN MADE TO
ENSURE THAT ALL SUCH INFORMATION IS FAIRLY AND ACCURATELY PRESENTED. WITH
RESPECT TO THE FINANCIAL PROJECTIONS, THESE SIMPLY REPRESENT THE DEBTOR'S BEST
ESTIMATE OF THE REORGANIZED DEBTOR'S PERFORMANCE UNDER THE PLAN. HOWEVER, THERE
ARE UNCERTAINTIES ASSOCIATED WITH ANY PROJECTIONS AND THEY SHOULD NOT BE
CONSIDERED WARRANTIES OR GUARANTEES OF THE REORGANIZED DEBTOR'S PERFORMANCE
HEREUNDER.

            KILPATRICK STOCKTON LLP ("KILPATRICK STOCKTON") and BERGER
SINGERMAN, P.A. ("BERGER SINGERMAN") COMMENCED REPRESENTING THE ALLEGED DEBTOR
AND DEBTOR-IN-POSSESSION ON OR ABOUT THE PETITION DATE AS GENERAL BANKRUPTCY
COUNSEL. ALL COUNSEL TO THE DEBTOR HAVE RELIED UPON INFORMATION PROVIDED BY THE
DEBTOR IN CONNECTION WITH PREPARATION OF THIS DISCLOSURE STATEMENT.

            ALTHOUGH A COPY OF THE DISCLOSURE STATEMENT HAS BEEN SERVED ON THE
SECURITIES EXCHANGE COMMISSION ("SEC") AND THE SEC HAS BEEN GIVEN AN OPPORTUNITY
TO OBJECT TO THE ADEQUACY OF THE DISCLOSURE STATEMENT, THIS DISCLOSURE STATEMENT
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. NEITHER THE SEC NOR ANY STATE REGULATORY
AUTHORITY HAS APPROVED OR DISAPPROVED, OR PASSED UPON THE ACCURACY OR ADEQUACY
OF, THIS DISCLOSURE STATEMENT, THE EXHIBITS HERETO OR THE STATEMENTS CONTAINED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            THE CONTENTS OF THIS DISCLOSURE STATEMENT SHOULD NOT BE CONSTRUED AS
LEGAL, BUSINESS OR TAX ADVICE. EACH CREDITOR OR INTEREST HOLDER SHOULD CONSULT
HIS OR HER OWN LEGAL COUNSEL AND ACCOUNTANT AS TO LEGAL, TAX AND OTHER MATTERS
CONCERNING HIS OR HER CLAIM.

      (D)   SUMMARY OF THE PLAN

            1.    IN GENERAL

      The Plan provides for, among other things, the classification and
treatment of Claims against and Interests in the Debtor, the funding mechanism
for the Plan, provisions governing distributions under the Plan, provisions for
the treatment of executory contracts, unexpired leases, indemnification
obligations, various releases and certain benefit programs, provisions for the
treatment of disputed claims, provisions detailing the operation and management
of the reorganized debtor, conditions to, and effects of, Plan confirmation, and
provisions regarding the Bankruptcy Court's jurisdiction after the Effective
Date.

            2.    PROPERTY TO BE DISTRIBUTED

      Most Holders of Allowed Claims will receive Cash under the Plan. The Cash
to be distributed on or about the Effective Date will emanate primarily from
Cash proceeds from the operations of the Debtor and from $3.5 million in
financing to be provided by the Berjaya DIP Financing Group, which consists
primarily of Holders of Old Common Stock or their affiliates.


                                       2
<PAGE>
Pursuant to the Plan, future payments may be made to certain creditors from
future operations of the Debtor. In addition to Cash, Holders of certain Claims
and Interests will receive stock in Reorganized RHG. The terms and conditions of
distributions to Creditors and Interest Holders under the Plan are discussed
more thoroughly in SECTION IV of the Disclosure Statement.

            3.    CLASSIFICATIONS AND TREATMENT OF CLAIMS AND INTERESTS

(A)   TREATMENT OF CLASSES

      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 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:

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

            b.    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. Allowed Class 1.2 GAP Claims
                  are entitled to payment in full under the Code on the
                  Effective Date of the Plan. ("CLASS 1.2 CLAIMS" OR "GAP
                  CLAIMS"); and

            c.    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").

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

            a.    Class 2.1 Claims, which shall consist of the Secured
                  superpriority Claims of the Berjaya DIP Financing Group under
                  the DIP Facility with respect to the DIP Financing
                  Obligations, which are deemed Allowed by the Plan ("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"); and



                                       3
<PAGE>
            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 of
                  Icon Funding Corp., 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

            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./Colonial Pacific Leasing,
                  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



                                       4
<PAGE>
            p.    Class 2.17 Claims, which shall consist of all Secured Claims
                  of Sovereign Bank, 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 21.9 CLAIMS"); and

            s.    Class 2.20 Claims, which shall consist of the Other Secured
                  Claims, not otherwise enumerated (primarily consisting of
                  miscellaneous purchase money security interests and mechanics'
                  liens that the Debtor incurs and addresses in the ordinary
                  course of its business) ("CLASS 2.20 CLAIMS"). The Debtor
                  reserves the right to modify the Plan at any time prior to or
                  at the Confirmation Hearing so to classify the Class 2.20
                  Claims as Unimpaired Claims under the Plan.

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

            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");

            w.    Class 4 Claims, which shall consist of 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 ("CLASS 4 CLAIMS"); and

            x.    Class 5 Interests, which shall consist of the Old Common Stock
                  ("CLASS 5 INTERESTS"). 9,708,741 shares of Old Common Stock
                  are currently issued and outstanding.

      IMPAIRED CLASS NOT ENTITLED TO VOTE. Class 6 Interests shall consist of
all Interests other than Old Common Stock ("CLASS 6 INTERESTS"). Holders of
Class 6 Interests will neither receive nor retain anything under the Plan on
account of the Class 6 Interests, are Impaired, and are deemed not to have
accepted the Plan.

(B)   EXECUTORY CONTRACTS AND UNEXPIRED LEASES.



                                       5
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      Executory contracts and unexpired leases will be assumed or rejected on or
before Confirmation. With respect to those which are assumed, existing defaults
other than ipso facto defaults will be cured on the Effective Date, except as
otherwise agreed.

      (E)   CONFIRMATION

            1.    GENERALLY

      "Confirmation" is the technical term for the Bankruptcy Court's approval
of a plan of reorganization. The timing, standards and factors considered by the
Bankruptcy Court in deciding whether to confirm a Plan are discussed in ARTICLE
VI of the Disclosure Statement, below.

            2.    OBJECTIONS TO CONFIRMATION

      Any objections to confirmation of the Plan must be made in writing, must
be filed with the Clerk of the Bankruptcy Court, and served on the counsel and
parties listed below, on or before the date set forth in the notice scheduling
the Confirmation Hearing provided with the approved Disclosure Statement.
Federal Rule of Bankruptcy Procedure 3007 governs the form of objections. Copies
of the objection must be served upon the following:


     GERALD A. JEUTTER, JR., ESQ.        ALFRED S. LUREY, ESQ.
     KILPATRICK STOCKTON LLP             MELINDA MARBES, ESQ.
     CO-COUNSEL FOR THE DEBTOR           KILPATRICK STOCKTON LLP
     3737 GLENWOOD AVENUE                CO-COUNSEL FOR THE DEBTOR
     SUITE 400                           1100 PEACHTREE STREET
     RALEIGH, NC 27612                   SUITE 2800
     TELEPHONE: (919) 420-1700           ATLANTA, GA 30309
     FACSIMILE: (919) 420-1800           TELEPHONE: (404) 815-6500
                                         FACSIMILE: (404) 815-6555

     PAUL STEVEN SINGERMAN, ESQ.         LESLIE GERN CLOYD, ESQ.
     BERGER SINGERMAN, P.A.              BERGER SINGERMAN, P.A.
     CO-COUNSEL FOR THE DEBTOR           CO-COUNSEL FOR THE DEBTOR
     200 SOUTH BISCAYNE BOULEVARD        350 E. LAS OLAS BOULEVARD
     SUITE 1000                          SUITE 1000
     MIAMI, FL 33131-5308                FORT LAUDERDALE, FL 33301
     TELEPHONE: (305) 755-9500           TELEPHONE: (954) 525-9900
     FACSIMILE: (305) 714-4340           FACSIMILE: (954) 523-2872


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<PAGE>
     ROADHOUSE GRILL, INC.               OFFICE OF THE UNITED STATES TRUSTEE
     ATTN.: AYMAN SABI, PRESIDENT        51 SOUTHWEST FIRST AVENUE, ROOM 1204
     2703-A GATEWAY DRIVE                MIAMI, FL 33130
     POMPANO BEACH, FL 33069             TELEPHONE: (305) 536-7285
     TELEPHONE: (954) 957-2603           FACSIMILE: (305) 536-7360
     FACSIMILE: (954) 969-5422

      Objections also must be served on all parties included on the Master
Service List filed in the Chapter 11 Case.

            3.    CONFIRMATION HEARING

      The Bankruptcy Court will hold the Confirmation Hearing on August 21,
2002, at 9:30 a.m. (EASTERN DAYLIGHT TIME), in the United States Bankruptcy
Court for the Southern District of Florida, 299 E. Broward Boulevard, Courtroom
308, Fort Lauderdale, FL 33301. If necessary, the Confirmation Hearing may be
continued from time to time and day to day without further notice. If the
Bankruptcy Court confirms the Plan, it will do so through the entry of a
Confirmation Order.

            4.    EFFECTIVE DATE

      The Plan will not be consummated, or "effective," immediately upon the
entry of the Confirmation Order by the Bankruptcy Court, but will be consummated
on a later date (the "EFFECTIVE DATE"). The Plan provides that the Effective
Date will occur no more than fifteen (15) 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.

            5.    INJUNCTIONS

      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, 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 102(23) 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.
SEE PLAN, SECTION 13.01.

      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


                                       7
<PAGE>
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 OF THE PLAN. SEE PLAN, SECTION 13.03.

II.   HISTORY, ORGANIZATION AND BUSINESS OF THE DEBTOR(1)

      (A)   HISTORY AND ORGANIZATION OF THE DEBTOR

      Roadhouse Grill, Inc. ("RHG" or "Debtor") is a public company,
approximately 62% of the shares of which are owned by Berjaya. RHG has
approximately 1100 shareholders. The Debtor operates, franchises and licenses
high-quality, full-service, casual dining restaurants under the name Roadhouse
Grill(R). RHG was founded in 1992 and opened its first restaurant in 1993. Its
Fiscal Year runs from May through April of each year. Thus, RHG's current Fiscal
Year is Fiscal Year 2003. As of January 27, 2002, there were 72 company-owned
Roadhouse Grill restaurants located in Alabama, Arkansas, Florida, Georgia,
Louisiana, Mississippi, New York, North Carolina, Ohio and South Carolina. Of
these, 31 are located in Florida. RHG also has three franchised locations in
Malaysia, one franchised location in Brasilia, Brazil, and three franchised
locations in Las Vegas, Nevada. In addition, one joint venture location is in
Milan, Italy.

      During the last three years, the Debtor over-expanded, opening 35 new
stores. The rapidity of the expansion outstripped the Debtor's ability to
provide effective store level management at various of the new locations, and a
number of the new restaurants performed poorly. In connection with the
expansion, as described in more detail below, RHG took on a substantial amount
of additional debt. A combination of over-expansion, heavier debt load and
adverse market conditions ultimately resulted in RHG's inability to service its
debt on a timely basis.

      Though strenuous efforts were made by RHG to restructure its operations
and to restructure its debt consensually outside of a bankruptcy proceeding,
this Chapter 11 case ultimately ensued.

      The Debtor estimates that, as of the Effective Date, all outstanding
Claims will total approximately $48,000,000. Unsecured Claims, including
Administrative and Gap Claims, are projected to be in the $15,000,000 to
$17,000,000 range.

      RHG believes it to be imperative that it emerge quickly from Chapter 11,
and it has filed its reorganization plan contemporaneously with the entry of the
order for relief to achieve that goal.

      (B)   BUSINESS OF THE DEBTOR



----------
(1)   This information is derived principally from the Debtor's 3rd Quarter 2002
      10-Q dated March 18, 2002 and gives financial information as of January
      27, 2002.


                                       8
<PAGE>
            1.    IN GENERAL

      RHG's revenues are derived primarily from the sale of food and beverages.
Restaurant sales of food and alcoholic beverages accounted for approximately 90%
and 10%, respectively, of total restaurant sales during the thirteen weeks ended
January 27, 2002. Franchise and management fees during this period accounted for
less than 1% of RHG's total revenues. Restaurant operating expenses include food
and beverage, labor, direct operating and occupancy costs. Direct operating
costs consist primarily of costs of expendable supplies, marketing and
advertising expense, maintenance, utilities and restaurant general and
administrative expenses. Occupancy costs include rent, real estate and personal
property taxes and insurance. Certain elements of RHG's restaurant operating
expenses, including direct operating and occupancy costs and, to a lesser extent
labor costs, are relatively fixed.

      The average annual occupancy cost for the restaurant sites leased by RHG
is approximately $179,000. As of January 27, 2002, construction was underway on
three restaurants. One of these restaurants has since been completed. The
estimated cost to complete the other two restaurants is approximately $800,000,
and a final decision has not been made about the feasibility of completing and
opening these restaurants.

      On January 27, 2002, there were 72 company-owned restaurants open. On
January 28, 2001, there were 83 company-owned restaurants open. Between the two
dates, two company-






                                       9
<PAGE>
owned restaurants were opened, and thirteen were closed. One additional
restaurant has been opened since January 27, 2002, in Titusville, Florida, for a
current total of 73 restaurants.

      On July 6, 2000, RHG entered into a joint venture agreement with Cremonini
S.p.A. ("Cremonini Group"), a leading publicly traded Italian conglomerate,
specializing in the food service industry in Europe. Under the joint venture
agreement, the Cremonini Group is authorized to open and operate at least 60
Roadhouse Grill restaurants in Italy, France, Spain, Great Britain and other
principal European countries by the year 2004. The Cremonini Group opened its
first Roadhouse Grill restaurant in Milan, Italy in November 2001.

            2.    FRANCHISING

      As previously mentioned, RHG has three franchised locations in Malaysia,
one franchised location in Brasilia, Brazil, and three franchised locations in
Las Vegas, Nevada. In the near term, RHG intends to pursue aggressively
international franchising opportunities as a growth vehicle. Domestically, RHG
intends to focus principally, over the next two years, on improving the
profitability of company-owned restaurants and expects little activity in the
domestic franchising area. By the third year, RHG anticipates pursuing more
aggressively domestic franchising opportunities.

            3.    SEC REPORTING

      Reorganized RHG will be a public reporting company. The Debtor filed its
10Q for the fiscal quarter ended January 2002 and is in compliance with SEC
reporting requirements. It is in the process of retaining Grant Thornton to
perform its annual audit for Fiscal Year 2002 and expects to timely file its 10K
for Fiscal Year 2002 in July 2002.

            4.    LIQUIDITY AND CAPITAL RESOURCES

      Before the institution of this Chapter 11 Case, RHG's primary sources of
working capital were the loan facilities with Finova (described below), the
sale-leaseback facilities with CNL and FFC (described below), and a $1.5 million
loan from Berjaya (described below). RHG has recently experienced significant
cash flow problems primarily due to RHG opening 35 new restaurants in the past 3
years combined with a net loss of $15.9 million in fiscal year 2001 and a net
loss of $12.8 million for the first nine months of fiscal year 2002. RHG expects
to receive a significant infusion of working capital in the Chapter 11 Case from
a $3.5 million post-petition financing facility to be provided by the Berjaya
DIP Financing Group. Under the Plan, the indebtedness under this facility is to
be exchanged for equity in the Reorganized Debtor.

            A.    FINOVA FINANCING

      In September 1997, RHG entered into a $15.0 million loan facility with
Finova. The facility consisted of a 15-year term loan collateralized by real
estate with an interest rate of 9.55%. The proceeds were used in part to
liquidate existing mortgages on 12 restaurants, which amounted to $7.4 million
as of September 1997. The balance of $7.3 million, net of fees and other costs,
was primarily used for expansion of RHG's operations. Monthly principal and
interest payments for this facility were scheduled to be due through October
2012. The balance


                                       10
<PAGE>
on the note as of October 26, 2001 was $12.9 million. This loan was restructured
as part of the Omnibus Agreement discussed below.

      On March 27, 1998, RHG entered into a $2.9 million loan facility with
Finova. The facility consisted of a 10-year term loan collateralized by personal
property and fixtures at four company-owned restaurants with an interest rate of
8.96%. The proceeds, net of fees and other costs, were used primarily for
expansion of RHG's operations. The balance of the loan as of October 26, 2001
was $2.2 million. This loan was restructured as part of the Omnibus Agreement
discussed below.

      RHG also has a series of notes due to Finova in the aggregate amount of
approximately $8.3 million, which notes were collateralized by improvements to
real estate at eight leased restaurant locations. The notes, which were due
between May and November 2012, had interest rates ranging from 9.74% to 10.53%.
These loans were restructured as part of the Omnibus Agreement discussed below.

      In October 1998, RHG entered into a $5.0 million unsecured, working
capital revolving loan (the "Revolving Loan") with Finova, which was to mature
on December 31, 2001. In the first quarter of 2000, RHG collateralized the
Revolving Loan with improvements to real estate at three locations and real
estate and improvements at an additional location. This loan was restructured as
part of the Omnibus Agreement discussed below.

      On October 26, 2001, RHG signed an Omnibus Agreement with Finova that
restructured all of RHG's debt with Finova. The $15.0 million note signed in
September 1997, the $2.9 million note signed in March 1998, and an additional
$8.3 million scheduled to mature in 2012 were included in the Omnibus Agreement.
The Omnibus Agreement consolidated all of these loans into one master loan with
a term of 133 months at an interest rate of 11.5%. The Omnibus Agreement also
gave RHG the option to convert the $5.0 million revolving loan due December 31,
2001 into an 84 month term loan with an interest rate of 11.5%. The Omnibus
Agreement required RHG to pay a $100,000 restructuring fee at the time the
revolving loan was converted. RHG exercised this option to convert the $5.0
million revolving loan in November, 2001. The restructuring fee has not been
paid. Further, RHG has not made principal and interest payments totaling
approximately $2.1 million on its debt to Finova since entering into the Omnibus
Agreement in October 2001. RHG also owes late fees to Finova of approximately
$200,000. The total balance due to Finova as of January 27, 2002 was
approximately $30 million.

      In connection with the Omnibus Agreement, RHG provided additional
collateral to secure its indebtedness to Finova, and the indebtedness was
cross-collateralized. Depending on various factors, including a determination
about whether RHG was solvent at the time the parties entered into the Omnibus
Agreement, any improvement in Finova's secured position at that time might be
vulnerable to avoidance as a preference.

      In addition to the foregoing, issues are presented about the value of
Finova's collateral and a determination of the magnitude of Finova's secured
claim. In light of the issues presented, RHG and Finova have engaged in
discussions and reached a compromise, to be implemented through the Plan, with
respect to the amount and treatment of Finova's secured claim. Pursuant to this
compromise, Finova will be deemed to have a secured claim in the amount of $24.8


                                       11
<PAGE>
million and an unsecured deficiency claim for the balance of its pre-petition
indebtedness. Because it is undersecured, Finova will not have a claim for
post-petition interest or attorney's fees. The treatment of the Finova Secured
Claim and the Finova Deficiency Claim is described in ARTICLE IV(C)(2)(B) AND
(3)(A) of this Disclosure Statement.

      Based on its assessment of the relevant circumstances, which include
Finova's agreement to accept a long-term payout of the Finova Secured Claim at a
reduced interest rate, RHG's management believes that this compromise with
Finova is reasonable and preferable to protracted litigation over the issues
that otherwise would be contested.

            B.    FIRST UNION FINANCING

      RHG currently has two term loans with First Union. The outstanding balance
on the loans as of January 27, 2002, was approximately $2.7 million. Prior to
the filing of the Chapter 11 Case, RHG was not in compliance with certain
financial covenants related to the debt with First Union. The Debtor believes
that First Union is oversecured.

            C.    CNL FINANCING

      RHG also had a $10.0 million sale-leaseback credit facility with CNL which
had become unavailable because of RHG's financial condition. At the time of the
filing of the Chapter 11 Case, RHG was several months past due on payments to
CNL related to leases of land and buildings for approximately 17 restaurants
(one location is in dispute). As previously described, CNL instituted this case
by filing an involuntary Chapter 11 petition in January 2002.

            D.    FFC FINANCING

      In addition, RHG had an $18.5 million sale-leaseback credit facility with
FFC for the development of new Roadhouse Grill restaurants, but, because of its
financial condition, it could no longer utilize the FFC facility. RHG owes FFC
approximately $400,000 for construction interest. Further detail with respect to
the FFC financing is provided in ARTICLE IV(C)(2)(D) of this Disclosure
Statement.

            E.    EQUIPMENT FINANCING

      In January 2002, RHG restructured various equipment leases with ORIX,
Pacific Financial, CIT Lending, and CIT Financial Group. The lessors agreed to
move the three months of delinquent payments to the end of the leases. The
leases have various expiration dates through November 2004.

            F.    BERJAYA FINANCING

            On or about February 14, 2001, Berjaya (which owns approximately 62%
of RHG's common stock) loaned RHG $1.5 million. This loan originally was
evidenced by a convertible secured promissory note. In or about February 2002,
the note was replaced by an amended and restated secured promissory note dated
as of February 25, 2002, which, among other things, removed the conversion
feature from the note.

      In connection with the loan, in or about April 2001, RHG entered into a
general security agreement and a trademark security agreement with Berjaya
granting security interests to Berjaya in certain property of RHG. The


                                       12
<PAGE>
general security agreement granted a security interest in RHG's trademarks,
service marks and trade dress. The description of collateral in the general
security agreement included "unencumbered real and personal property owned by
Road House Grill, Inc., not to exceed a fair market value of $5,000,000.00." No
further description of said unencumbered real and personal property appears in
the security agreement.

      The trademark security agreement describes with specificity the
trademarks, service marks and use applications in which a security interest is
granted to Berjaya to secure the $1,500,000.00 loan.

      The trademark security agreement was filed with the United State Patent &
Trademark Office on April 25, 2001. Financial statements describing with
specificity the trademarks, service marks and use applications covered by the
security agreements were filed as follows:

<TABLE>
<CAPTION>
       OFFICE FILED                                 DATE
       ------------                                 ----
<S>                                             <C>
Ohio Secretary of State                         April 26, 2001
Virginia Secretary of State                     April 26, 2001
City of Fredericksburg, Virginia                June 12, 2001
Circuit Court of Fairfax County, Virginia       April 26, 2001
New York Secretary of State                     May 5, 2001
</TABLE>

Berjaya has received no payments of interest or principal in respect of the
$1,500,000.00 loan. Under the Plan, Berjaya will receive, in full satisfaction
of the loan, New Common Stock at a conversion rate of $.32 per share.

            G.    CBBC INDEBTEDNESS

      Due to RHG's liquidity problems, on February 21, 2001, RHG issued two
notes for an aggregate amount of $5.9 million to CBBC, RHG's then principal food
supplier, for trade payables. The notes were to bear interest at 9.5%. The note
for $4.4 million was due no earlier than 180 days from the date of the note. The
$1.5 million note matured on April 21, 2001. RHG was unable to make the $1.5
million payment on April 21, 2001. In July 2001, CBBC agreed to restructure the
notes. Under the new terms of the notes, RHG paid CBBC $200,000 in July 2001.
RHG was also required to pay CBBC an additional $1.0 million on or before
September 30, 2001. If the $1.0 million payment was made, the notes were to be
amortized over 48 months bearing interest at 11.5%. The notes were to be secured
by the unencumbered fixed assets of 17 restaurant locations. In September 2001,
RHG paid CBBC approximately $600,000 but was unable to pay the additional
$400,000 required by the two new notes. As of January 27, 2002, RHG owed CBBC
approximately $5.3 million.

            H.    STORE CLOSINGS

      In September of 2001, RHG closed one unprofitable restaurant. In October
of 2001, RHG made the decision to close and sell another thirteen unprofitable
restaurants. All but one of the restaurants were closed as of November 12, 2001.
The remaining restaurant is expected to be closed in the first quarter of fiscal
year 2003. Management believes that the closure of these restaurants will
increase long term cash flow and profitability.

      Of the fourteen restaurants discussed above, five are encumbered with a
mortgage from Finova, five are leased from CNL, one is leased from FFC and the
remaining three have ground leases with a building built by RHG. RHG is in the
process of selling all of the locations discussed above with the exception of
the CNL leased properties. Since eleven of the restaurants


                                       13
<PAGE>
are encumbered by either a mortgage or a lease, there is a significant
probability that there will be a cash shortfall when the locations are sold,
resulting in claims against RHG by the mortgagees or lessors, as applicable.

            I.    INDEBTEDNESS TO PROVIDERS OF ADVERTISING SERVICES

      In April 2001, RHG agreed to a payment plan with Tinsley Advertising &
Marketing, Inc. ("Tinsley") for approximately $1.7 million due to providers of
advertising services to RHG with whom RHG's advertising business had been placed
through Tinsley ("Tinsley Service Providers"). Pursuant to the terms of the
repayment plan, RHG paid Tinsley $50,000 seven days after the date of the note
and was obligated to pay Tinsley $20,000 a week from April 1, 2001 through
August 31, 2001 and, thereafter, $40,000 per week until the debt to the service
providers was paid in full. In November 2001, Tinsley and RHG modified the
agreement. RHG was then required to pay only $18,000 per week until the debt was
fully satisfied. In February 2002, the agreement was modified again. The new
agreement reduced the weekly payments to $12,000 per week, although no payments
under the repayment plan have been made since the order for relief date of April
16, 2002.

            J.    PACIFIC FINANCIAL INDEBTEDNESS

      During January 1999, RHG entered into a master security agreement with
Pacific Financial Company. The agreement consists of two 5-year term loans
collateralized by personal property and fixtures at two RHG-owned restaurants
with an effective interest rate of 10.7%. Monthly principal and interest
payments are due through November 2004. The balance due as of January 27, 2002
was $400,000. As of the date of the Chapter 11 filing, RHG was not in compliance
with debt covenants in the financing documents.

      The Chapter 11 Case affords RHG the opportunity to restructure its debt,
obtain a cash infusion and emerge from Chapter 11 as a reorganized enterprise.
RHG's long-term prospects are dependent upon its ability to restructure its
operations to reduce expenses in a manner that does not adversely affect the
quality of the consumer's dining experience, while developing new marketing
strategies to attract a higher volume of business.

            K.    PACA CLAIMS

      The Debtor is indebted to a number of vendors for produce supplied before
the Order for Relief Date. Under the Perishable Agricultural Commodities Act, 7
U.S.C. Section 499a, et seq. ("PACA"), sellers of fresh fruits and vegetables to
"dealers" are the beneficiaries of a statutory trust with respect to payment of
the purchase price for such produce, which extends to products derived from such
fruits and vegetables and proceeds from the sale of such items irrespective of
any commingling. Property subject to the PACA trust does not constitute property
of the estate. Restaurants which purchase wholesale quantities of produce have
been held to constitute "dealers" for purposes of PACA. See, e.g., In re Country
Harvest Buffet Restaurants, Inc., 245 B.R. 650 (9th Cir. BAP 2000).



                                       14
<PAGE>
      The Debtor estimates that PACA claims in this case aggregate approximately
$115,000. It intends to seek Bankruptcy Court authorization to pay these claims
and to pay such claims upon receipt of court authorization without awaiting
Confirmation of the Plan.

            5.    SUMMARY OF CASH FLOWS

      Cash provided by operating activities during the first three quarters of
fiscal year 2002 was $4.0 million, compared with cash used of $1.6 million
during the first three quarters of fiscal year 2001.

      Cash used by investing activities during the first three quarters of
fiscal year 2002 was $1.1 million, compared with cash used of $4.5 million
during the first three quarters of fiscal year 2001. Cash used by investing
activities consisted primarily of purchases of property and equipment.

      Cash used by financing activities during the first three quarters of
fiscal year 2002 was $3.1 million, compared with cash provided by financing
activities of $7.3 million during the first three quarters of fiscal year 2001.
Cash used by financing activities in the first three quarters of fiscal year
2002 consisted of payments on long term debt and capital lease obligations, as
well as payments on the notes payable to vendors. Cash provided by financing
activities in the first three quarters of fiscal year 2001 consisted primarily
of proceeds from long term debt offset by payments on long term debt and capital
lease obligations.

            6.    CAPITAL EXPENDITURES

      The Company did not open any new restaurants during the thirteen weeks
ended January 27, 2002. As described earlier in this Disclosure Statement, as of
January 27, 2002, construction was underway on three restaurants, but a final
decision has not been made on whether to complete and open two of these
restaurants.

            7.    SEASONALITY AND QUARTERLY RESULTS

      RHG's operating results fluctuate seasonally because of its geographic
concentration. Of the 73 restaurants currently owned and operated by RHG, 32 are
located in Florida.

      RHG's restaurant sales generally increase from November through April, the
peaks of the Florida tourism season, and generally decrease from May through
October. In addition, because of its geographic concentration, RHG's results of
operations may be materially adversely affected by a decline in tourism in
Florida, downturns in Florida's economy or by hurricanes or other adverse
weather conditions in Florida. RHG has expanded its operations in other
geographic markets to offset some of the effects on its operating results due to
its concentration in Florida. Because of the seasonality of RHG's business, its
results for any quarter are not necessarily indicative of the results that may
be achieved for a full year.

      In addition to seasonality, RHG's quarterly and annual operating results
and comparable unit sales may fluctuate significantly as a result of a variety
of factors, including:



                                       15
<PAGE>
      - the amount of sales contributed by new and existing restaurants; - labor
costs for RHG's personnel; - RHG's ability to achieve and sustain profitability
on a quarterly or annual basis; - consumer confidence and changes in consumer
preferences; - health concerns, including adverse publicity concerning
food-related illness; - significance and variability of pre-opening expenses; -
the level of competition from existing or new competitors in the full-service
casual dining segment of the restaurant industry; and - economic conditions as a
whole and in each of the markets in which RHG is located.

            8.    IMPACT OF INFLATION

      The primary inflationary factors affecting RHG's operations include food,
beverage and labor costs. Labor costs are affected by changes in the labor
market generally and, because many of RHG's employees are paid at federal and
state established minimum wage levels, changes in such wage laws affect RHG's
labor costs. In addition, most of RHG's leases require RHG to pay taxes,
maintenance, repairs and utilities, and these costs are subject to inflation.
RHG believes recent low inflation rates in its principal markets have
contributed to relatively stable food and labor costs. Such rates, of course,
are subject to change.

      (C)   PUTATIVE CLASS ACTION

      As a result of a review of its accounting records, the Debtor, in August
2001, restated its previously reported, audited financial statements for the
fiscal years ended April 30, 2000, and April 25, 1999, and the related,
unaudited quarterly financial statements for those periods, as well as the
unaudited financial statements for the quarters ended July 30, 2000, October 29,
2000, and January 28, 2001. In connection with the restatement, the Debtor filed
amended Form 10-Ks for fiscal years 2000 and 1999, and amended Form 10-Qs for
the fiscal 2001, 2000 and 1999 quarters containing the restated financial
statements.

      The restatement occurred because of a determination by the Debtor that
certain operating expenses were more appropriately attributable to fiscal 2000
and 1999 than later periods. The restatement resulted in a decrease in net
income for fiscal 2000 and 1999, and the related quarterly periods, and an
increase in net income for the quarters ended July 30, 2000, October 29, 2000,
and January 28, 2001. The amounts involved totaled approximately $2,150,000. The
types of expenses which were the subject of the restatement included expenses
associated with restaurant sites on which restaurants were never opened, health
insurance, liability insurance, workers' compensation insurance, corporate
management compensation, property taxes, reconciliation of cash, rents and
utilities.

      On April 10, 2002, a purported class action complaint alleging violations
of federal securities laws was filed in the United States District Court for the
Southern District of Florida against the Debtor, the chairman of the Debtor's
board of directors, and the Debtor's president and chief executive officer. This
action (the "Action") is styled: Sears v. Roadhouse Grill, Inc, et al., Case No.
02-CV-60493. The Debtor believes that the filing of the Action was in violation
of the automatic stay of section 362(a) of the Bankruptcy Code and that the
Action may not proceed without the permission of the Bankruptcy Court.

      The Action purports to be brought on behalf of all purchasers of the stock
of the Debtor between August 31, 1998, and August 1, 2001, with certain
exclusions, and appears to be based principally if not solely on the fact that
certain financial statements have been restated as described above. The Debtor
believes there is no merit to the Action. The Debtor further believes that,
under section 510(b) of the Bankruptcy Code, even if claims of the type asserted
in the Action are allowed, they will be subordinated, in the Chapter 11 Case, to
the claims of all creditors of RHG. Accordingly, such claims are treated under
the Plan as subordinate to the claims of all creditors. To the extent, if any,
such claims are allowed, they will share in the distribution of approximately
38% of the stock in Reorganized RHG with the Holders of the Old Common Stock,
and will not dilute the recoveries of RHG's creditors.



                                       16
<PAGE>
      The Debtor believes that RHG and the individual defendants are covered,
with respect to the claims asserted in the Action, by the Debtor's Executive and
Organization Liability Insurance Policy issued by National Union Fire Insurance
Co. of Pittsburgh, Pa. The policy provides directors and officers liability
coverage and corporate securities coverage. It has aggregate limits of
$5,000,000 and a self-insured retention for securities claims of $250,000.

III.  THE CHAPTER 11 REORGANIZATION CASE

      (A)   THE INVOLUNTARY CHAPTER 11 FILING

      On January 18, 2002, an involuntary Chapter 11 petition was filed against
Roadhouse Grill, Inc. in the United States Bankruptcy Court for the Southern
District of Florida by Arizona Real Estate Joint Venture; CNL APF Partners, LP
and CNL Financial Services, LP ("CNL" or "Petitioning Creditors") Since the
Petition Date, the Debtor has been managing its properties and operating its
business as debtor-in-possession pursuant to sections 1107 and 1108 of the
Bankruptcy Code. The Debtor is authorized to operate in the ordinary course of
business. Transactions out of the ordinary course of business have required
Bankruptcy Court approval. No trustee or examiner has been appointed in the
Chapter 11 Case.

      On February 7, 2002, RHG filed a motion for abstention pursuant to Section
305(a)(1) of the United States Bankruptcy Code, seeking an order dismissing or
suspending all proceedings under the petition for involuntary bankruptcy of RHG
under Chapter 11 of the United States Bankruptcy Code. A hearing on the motion
for abstention was held by the United States Bankruptcy Court for the Southern
District of Florida on March 12, 2002. At the March 12, 2002 hearing, the Court
granted a continuance until April 16, 2002, at which time an order for relief
would be entered. The continuance was granted in order to allow RHG an
opportunity to negotiate with major creditor constituencies in an effort to
expedite the filing of a reorganization plan. RHG, in fact, did file its Plan
contemporaneously with the entry of the order for relief. The order for relief
was entered on April 16, 2002, thereby mooting the motion for abstention.

      RHG expects that, pursuant to Chapter 11 of the United States Bankruptcy
Code, RHG's existing directors and officers will continue to oversee operation
of RHG's business as debtor-in-possession, subject to supervision and orders of
the Bankruptcy Court on matters outside the ordinary course of business.

      (B)   PROFESSIONALS RETAINED BY THE DEBTOR

      At the commencement of the Chapter 11 Case, RHG retained the law firm of
Ruden McClosky Smith Schuster & Russell, P.A. ("Ruden McClosky") to represent
RHG as its local general bankruptcy counsel. On March 5, 2002, the law firms of
Berger Singerman, P.A. and Ruden McClosky entered into a Stipulation for
Substitution of Counsel for Alleged Debtor-in-Possession, in order to substitute
the law firm of Berger Singerman, P.A. in place of Ruden McClosky as local
bankruptcy counsel to RHG. On March 7, 2002, the Bankruptcy Court entered an
Order Approving Stipulation for Substitution of Counsel for Alleged
Debtor-in-Possession, substituting the law firm of Berger Singerman, P.A. as
general bankruptcy counsel to RHG, and discharging the law firm of Ruden
McClosky from any further responsibility on behalf of RGH in this matter.
Further, on March 7, 2002, the law firm of Kilpatrick Stockton


                                       17
<PAGE>
LLP filed a Motion of Attorneys Jeutter, Lurey & Marbes to Appear Pro Hac Vice,
requesting special admission to appear in this bankruptcy proceeding as counsel
to RHG. On March 11, 2002, the Court entered an Order Admitting Attorneys
Jeutter, Lurey & Marbes Pro Hac Vice, thereby authorizing attorneys Gerald A.
Jeutter, Jr., Alfred S. Lurey and Melinda A. Marbes of the law firm of
Kilpatrick Stockton LLP to appear, pro hac vice in this proceeding. An
Application to Employ Berger Singerman as co-counsel for the Debtor was approved
on April 16, 2002. An Application to Employ Kilpatrick Stockton LLP as
co-counsel for the Debtor was filed on April 29, 2002, and approved on May 30,
2002. The Debtor has employed Cornerstone Consulting Group, LLC, as its
financial advisor.

      (C)   APPOINTMENT OF CREDITORS' COMMITTEE AND ITS PROFESSIONALS

      The Office of the United States Trustee has formed the Official Committee
of Unsecured Creditors (the "COMMITTEE"). Section 328 of the Bankruptcy Code
authorizes any official committee to employ professionals. The Committee has
retained Houston & Shahady, P.A. as counsel to the Committee. The Committee also
has sought and obtained court authorization to employ Mahoney, Cohen & Company,
CPA, P.C. as its financial advisor.

      Under the Bankruptcy Code, the reasonable fees and expenses incurred by
any Professionals duly retained by the Committee are treated as an
administrative expense of the Debtor's Estate.

      (D)   POST-PETITION FINANCING

      The Debtor has filed a motion (the "POST-PETITION FINANCING MOTION")
seeking, among other things, authorization to obtain post-petition financing of
up to $3.5 million from the Berjaya DIP Financing Group, a group of lenders
consisting of Berjaya and the Debtor's President and Chief Executive Officer,
Ayman Sabi, or an affiliate of Mr. Sabi (the "DIP Lenders") and grant the DIP
Lenders adequate protection and security interests. To secure the post-petition
financing, the DIP Lenders are to receive a first priority security interest in
all unencumbered assets of the Debtor, including without limitation, inventory
and cash, and a junior security interest in assets of the Debtor subject to
pre-petition liens. The Post-Petition Financing Motion is scheduled to be heard
on June 12, 2002. The Plan anticipates that, on the Effective Date, the DIP
Lenders will exchange their DIP Lender claims for equity in Reorganized RHG at a
conversion rate of $.32 per share of New Common Stock.

      (E)   EXECUTORY CONTRACTS AND UNEXPIRED LEASES

            1.    ASSUMPTION/REJECTION DEADLINE

      Pursuant to section 365 of the Bankruptcy Code, with the exception of
unexpired nonresidential real property leases, if the Debtor desires to assume
or reject an executory contact or unexpired lease, then it must do so by no
later than the Confirmation Date (unless the other party to the contract or
lease obtains an order requiring the Debtor to elect earlier). ARTICLE VII (F)
of this Disclosure Statement provides additional information about the timing of


                                       18
<PAGE>
assumption or rejection of these executory contracts and unexpired leases and of
the filing of claims for damages arising from the rejection of any of such
contracts and leases.

      As for unexpired nonresidential real property leases, section 365(d)(4) of
the Bankruptcy Code requires the Debtor to assume or reject those leases within
60 days of the Order for Relief (unless the Bankruptcy Court provides a later
date) or else the lease is deemed rejected. Consequently, the original
assumption/rejection deadline for the Debtor to assume or reject unexpired
nonresidential real property leases is June 15, 2002. The Debtor is filing a
motion to extend this deadline through the conclusion of Confirmation.

      As provided in ARTICLE VII of the Plan, executory contracts and unexpired
leases will be assumed on or before Confirmation. With respect to those which
are assumed, existing defaults other than ipso facto defaults will be cured on
the Effective Date, except as otherwise agreed.

IV.   THE PLAN

      The Debtor believes that, through the Plan, Holders of Allowed Claims will
obtain a substantially greater recovery from the Debtor's Estate than the
recovery which would be available if the assets of the Debtor were liquidated
and the proceeds therefrom distributed under Chapter 7 of the Bankruptcy Code.
The Plan is annexed hereto as EXHIBIT A and forms a part of this Disclosure
Statement. The summary of the Plan set forth below is qualified in its entirety
by reference to the more detailed provisions set forth in the Plan.

      THE FOLLOWING IS A SUMMARY OF THE MATTERS ANTICIPATED TO OCCUR EITHER
PURSUANT TO OR IN CONNECTION WITH CONFIRMATION OF THE PLAN. THIS SUMMARY ONLY
HIGHLIGHTS SOME OF THE SUBSTANTIVE PROVISIONS OF THE PLAN AND IS NOT INTENDED TO
BE A COMPLETE DESCRIPTION OR A SUBSTITUTE FOR A FULL AND COMPLETE READING OF THE
PLAN.

      (A)   OVERVIEW

      The Plan is a plan of reorganization under Chapter 11 of the Bankruptcy
Code, and is proposed by the Debtor.

      (B)   UNCLASSIFIED CLAIMS

            1.    ADMINISTRATIVE EXPENSE CLAIMS

      Administrative Expense Claims are Unimpaired under the Plan. For purposes
of the Plan, the DIP Financing Obligations are not treated as Administrative
Expense Claims, but rather, are treated as Class 2.1 Secured Claims. Unless
otherwise provided for under the Plan pursuant to SECTION 3.03, each Holder of
an Allowed Administrative Expense Claim will 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


                                       19
<PAGE>
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
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.

            2.    PRIORITY TAX CLAIMS

      Priority Tax Claims are Unimpaired. Each Holder of an Allowed Priority Tax
Claim shall receive, pursuant to SECTION 3.04 of the Plan, 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 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.

      (C)   DESIGNATION AND TREATMENT OF CLAIMS AND INTERESTS

            1.    CLASS 1 - PRIORITY NON-TAX CLAIMS

      Allowed Priority Non-Tax Claims shall be treated as follows:

            a.    AS TO CLASS 1.1 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, as
                  provided in SECTION 3.05 of the Plan, 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


                                       20
<PAGE>
                  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.

            b.    AS TO CLASS 1.2 CLAIMS (GAP CLAIMS). Class 1.2 Claims are
                  unsecured claims arising after the filing of the Chapter 11
                  petition in this case and before the entry of the order for
                  relief on April 16, 2002, and 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 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.

            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 (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. The Debtor believes that the amount of the
                  DIP Financing Obligations outstanding on the Effective Date
                  will be approximately $3,500,000. The conversion rate of $.32
                  per share has been adopted for the following reasons: There
                  are currently outstanding 9,708,741 shares of Old Common
                  Stock. Just prior to the delisting of the Old Common Stock
                  from NASDAQ, the Old Common Stock was trading at approximately
                  $.32 per share. Since the delisting, the Old Common Stock has
                  been quoted in the National Quotation Bureau's Pink Sheets
                  under the symbol "GRLLQ." The last reported trade of which RHG
                  is aware was 1,000 shares at $.27 per share on or about May
                  24, 2002. The 9,708,741 shares of Old Common Stock will be
                  cancelled under the Plan and 9,708,741shares of New Common
                  Stock will be issued in respect of the Class 4 (Securities)
                  Claims and the Class 5 (Old Common Stock)


                                       21
<PAGE>
                  Interests. The Debtor believes, based on the approximate price
                  at which the Old Common Stock was trading just prior to its
                  delisting by NASDAQ and the quotations for the Old Common
                  Stock since the NASDAQ delisting, that $.32 per share is a
                  fair conversion rate for the DIP Financing Obligations from
                  the perspective of other parties in interest.

                  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 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:

                  (i)   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 be classified with, and receive the same
                        treatment as, general unsecured claims against the
                        Debtor.

                  (ii)  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
                        (4.6%) 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.

                  (iii) In addition, mandatory prepayments shall be made on the
                        Finova Secured Note in August of each Fiscal Year in the
                        amount of Finova's ratable share of Excess Cash Flow for
                        the preceding Fiscal Year. 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


                                       22
<PAGE>
                        New Secured Notes and the New Unsecured Notes as of the
                        end of the Fiscal Year with respect to which the Excess
                        Cash Flow calculation is made.

                  (iv)  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). Class 2.3 Claims are Unimpaired. The
                  legal, equitable and contractual rights of First Union 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.



                                       23
<PAGE>
                  (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.

            e.    CLASS 2.5 (LYON CREDIT CORP., "LYON", AS ASSIGNEE OF PACIFIC
                  FINANCIAL COMPANY). Class 2.5 Claims are Impaired. Lyon
                  Secured Claims 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.



                                       24
<PAGE>
            f.    CLASS 2.6 (ICON FUNDING CORP., "ICON", AS ASSIGNEE OF PACIFIC
                  FINANCIAL COMPANY). Class 2.6 Claims are Impaired. Icon
                  Secured Claims shall be treated as follows:



                                       25
<PAGE>
                  (i)   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

                  (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 2.6 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


                                       26
<PAGE>
                  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 shall be treated
                  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) 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

                        (6) 709 Desoto Cove (Hwy 320), Hornlake, MS

                  (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, 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


                                       27
<PAGE>
                        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 shall be treated as follows:

                  (i)   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

                        (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

                  (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


                                       28
<PAGE>
                        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:

                  (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.

                  (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 2.9 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.



                                       29
<PAGE>
            j.    CLASS 2.10 (NEWCOURT FINANCIAL USA, INC., "NEWCOURT", AS
                  ASSIGNEE OF PACIFIC FINANCIAL COMPANY). Class 2.10 Claims are
                  Impaired. Newcourt Secured Claims 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.

                  (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 2.10
                  CLAIM SHALL BE IN FULL SATISFACTION, SETTLEMENT, RELEASE,
                  EXTINGUISHMENT AND DISCHARGE OF THE ALLOWED CLASS 2.10 CLAIM
                  AND THE HOLDER OF SUCH


                                       30
<PAGE>
                  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 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 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, 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


                                       31
<PAGE>
                        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 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 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.



                                       32
<PAGE>
            m.    CLASS 2.13 (ORIX USA CORPORATION, "ORIX", AS ASSIGNEE OF
                  PACIFIC LEASING COMPANY). Class 2.13 Claims are Impaired. Orix
                  Secured Claims 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.

                  (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.



                                       33
<PAGE>
                  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 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.

                  (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


                                       34
<PAGE>
                        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 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.

                  (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


                                       35
<PAGE>
                        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 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.

                  (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 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


                                       36
<PAGE>
                        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
                  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

                        (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.



                                       37
<PAGE>
                  (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 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"):

                        (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


                                       38
<PAGE>
                        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 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.

                  (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


                                       39
<PAGE>
                        (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 from Excess Cash Flow 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 under Section 1111(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


                                       40
<PAGE>
                        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.

            3.    UNSECURED CLAIMS

      Allowed Unsecured Claims, other than Convenience Class Claims (Class 3.2)
and Class 4 Claims, shall be treated as follows:

      a.    AS TO CLASS 3.1 (General Unsecured Claims). Class 3.1 Claims are
            Impaired. This class includes all general unsecured claims not
            otherwise provided for, including, without limitation, the claim of
            Colorado Boxed Beef Company ("CBBC"), the claims of the Tinsley
            Service Providers, the Finova Deficiency Claim, CNL's claim for
            unpaid rent on closed stores to the date of surrender of the stores,
            and CNL's claim for damages for rejection of the leases on the
            closed stores. The Debtor estimates the total amount of the Class
            3.1 Claims to be approximately $15,000,000. 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:



                                       41
<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.
                  Mandatory prepayments from Excess Cash Flow for a Fiscal Year
                  will be paid on August 31, of the succeeding Fiscal Year. This
                  will allow time for the Reorganized Debtor's financial
                  statements for its Fiscal Year, which ends in April, to be
                  audited so that an accurate accounting of Excess Cash Flow can
                  be made. The Holders of New Unsecured Notes will share Excess
                  Cash Flow with the Holder of the Finova Secured Note and the
                  Holders of the New Secured Notes based on the ratio of the
                  principal amounts owing on the New Unsecured Notes to the sum
                  of the principal amounts owing on the Finova Secured Note, the
                  New Secured Notes and the New Unsecured Notes as of the end of
                  the Fiscal Year with respect to which the Excess Cash Flow
                  calculation is made. Excess Cash Flow consists essentially of
                  60% of the Reorganized Debtor's available cash flow,
                  calculated as set forth in the definition of "Excess Cash
                  Flow" in the Plan.

                  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, on August 31, of the
                  succeeding Fiscal Year, 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 and
                  as more fully explained in the discussion immediately above of
                  the New Unsecured Notes.

                  The New Secured Notes will be secured by unencumbered tangible
                  assets of the Debtor (18 leasehold mortgages at sites where
                  the furniture, fixtures


                                       42
<PAGE>
                  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. 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. The Bankruptcy Court shall retain
                  jurisdiction to authorize the indenture trustee to act or
                  forbear from enforcing the security interest. EXHIBIT I
                  contains information relevant to the value of the collateral:
                  cost and book values of buildings and equipment; the Debtor's
                  estimate of the liquidation values of same; and trailing 12
                  months' store level EBITDA for the period ending February
                  2002, with respect to the restaurants in question. In the
                  event of a default on the New Secured Notes, the collateral
                  might not be sufficient to satisfy the amounts secured
                  thereby.

            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 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. By establishing a Convenience
            Class at the $10,000 level, the Debtor expects to be able to reduce
            by approximately 180 to 200, the number of creditors that will
            receive New Unsecured Notes or New Secured Notes. The estimated
            payout to the Convenience Class is approximately $230,000.

      4.    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.

                             TREATMENT OF INTERESTS:

      5.    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, as
more particularly described in ARTICLE IV(C)(4) immediately below.



                                       43
<PAGE>
      The number of shares of Old Common Stock currently outstanding is
9,708,741. As described in SUBSECTION (E)(2) below, these shares will be
cancelled on the Effective Date, and 9,708,741 shares of New Common Stock will
be issued for ultimate distribution, on a ratable basis, to the Holders of Class
5 Interests and the Holders of Class 4 Claims, to the extent, if any, Class 4
Claims are Allowed. Based on the number of shares of New Common Stock expected
to be distributed to the Berjaya DIP Financing Group and in respect of the Class
2.21 Claims (Berjaya Secured Claims), it is anticipated that the 9,708,741
shares of New Common Stock referred to herein will constitute approximately 38%
of the New Common Stock to be issued pursuant to the 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 immediately above 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 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.

      6.    CLASS 6 (OTHER INTERESTS). Class 6 Interests consist of all
Interests other than Old Common Stock. This Class includes any options or
warrants to purchase stock in the Debtor. The Holders of Class 6 Interests will
neither receive nor retain any property under the Plan on account of their Class
6 Interests.

      (D)   AVOIDANCE ACTIONS.

      As set forth in SUBSECTION IV(G), the Debtor does not intend to pursue
preference claims. The Debtor reserves the right however, to pursue other
Avoidance Actions, the net proceeds of which, if any, will inure to the benefit
of the Reorganized Debtor; provided, however, that, to the extent the net
proceeds increase Excess Cash Flow they may inure to the benefit of the Holder
of the Finova Secured Note and the Holders of the New Unsecured Notes and New
Secured Notes. The Debtor is not currently aware of the existence of any such
Avoidance Actions.



                                       44
<PAGE>
      (E)   MEANS FOR FUNDING AND IMPLEMENTATION OF PLAN

            1.    EFFECTIVE DATE PAYMENTS

      Before the entry of the Confirmation Order, the Debtor shall deposit Cash
with the Disbursing Agent in an amount totaling the aggregate of all Effective
Date Payments to be made by the Disbursing Agent.

            2.    ISSUANCE OF NEW UNSECURED NOTES AND NEW SECURED NOTES

      On the Effective Date, pursuant to an indenture substantially in the form
attached as EXHIBIT G, New Unsecured Notes shall be distributed to Holders of
Allowed Class 3.1 Claims who have elected to receive New Unsecured Notes. New
Secured Notes shall be distributed to the other Holders of Allowed Class 3.1
Claims pursuant to an indenture substantially in the form attached as EXHIBIT H.

            3.    ISSUANCE OF NEW COMMON STOCK

      On the Effective Date, all of the Interests, including the Old Common
Stock, shall be canceled, and the New Common Stock shall be issued and
distributed as previously described.

      (F)   TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

            1.    ASSUMPTION AND REJECTION

      Under Section 365 of the Bankruptcy Code, the Debtor may assume or reject
executory contracts and unexpired leases. As discussed above, the Debtor already
has assumed and rejected certain contracts and leases outside of the Plan. A
list of all of the Debtor's stores, showing which are leased and which are
owned, is set forth on EXHIBIT B.

      Under the Plan, on the Effective Date, 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 applicable Debtor and the other party to the
executory contract or unexpired lease.

      The material executory contracts the Debtor expects to assume are its
contracts with (i) its principal food supplier, Commissary Operations, Inc.;
(ii) its supplier of beef, CBBC; (iii) the servicer of the dishwashing machines
in the Debtor's restaurants, Auto-Chlor System; and (iv) Muzak. The projected
cure amounts necessary to assume these contracts total approximately $68,000.



                                       45
<PAGE>
      The leases the Debtor expects to assume are identified on EXHIBIT J. The
projected cure amounts necessary to assume these leases total approximately
$1,300,000.

            2.    REJECTION DAMAGES

      Any Claim arising out of the Debtor's rejection under the Plan of any
executory contract or unexpired lease must 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 notice of entry of the Confirmation Order,
failing which the Claim will be forever barred from assertion against the
Debtor's Estate or the Reorganized Debtor. Unless otherwise ordered by the
Bankruptcy Court, all rejection Claims will be treated as Unsecured Claims under
the Plan. The Debtor estimates that the range of rejection damages in this case
will be $3,250,000 to $3,500,000.

            3.    BENEFIT PROGRAMS

      Except as otherwise provided in SECTION 7.05 of the Plan, all employee
compensation and benefit programs of the Debtor 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 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 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. Among the Debtor's employee compensation and benefit plans is the
Roadhouse Grill, Inc. Deferred Compensation Plan, which is intended to qualify
as an unfunded deferred compensation plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended. Savings deposits made to the
plan by covered employees and matching employer contributions have been employed
to fund life insurance policies which are held in a grantor trust created by the
Debtor. Without limiting the generality of the provisions of SECTION 7.05 of the
Plan, the Debtor intends that this deferred compensation plan be treated as an
executory contract which is assumed under the Plan.

      (G)   INTENT TO PROSECUTE CAUSES OF ACTION AFTER CONFIRMATION

      Except as otherwise provided in the Plan and Plan Documents, all Causes of
Action (including Avoidance Actions other than preference claims) will
automatically be retained and preserved and will revest in the Reorganized
Debtor, subject to the Liens thereon preserved by the Plan, if any. Except as
otherwise provided in the Plan, the Reorganized Debtor will retain and have the
exclusive right to enforce and prosecute these Causes of Action.

      The Reorganized Debtor intends to complete the investigation of, and as
appropriate, commence or continue litigation or other proceedings of, various
Causes of Action, whether or not these Causes of Action have been asserted or
filed. The Causes of Action (including the Avoidance Actions other than
preference claims) that will revest in the Reorganized Debtor and may be
prosecuted include, BUT ARE NOT LIMITED TO: (i) any Cause of Action arising out
of any accounts receivable listed in the Debtor's Schedules (and any amended
schedules) filed in the


                                       46
<PAGE>
Chapter 11 Case; (ii) any Cause of Action to collect on, or arising out of or
related to, any of the accounts or liabilities of the Debtor.

      Without limiting the generality of the foregoing, the only Cause of Action
of which the Debtor is currently aware and which it intends to pursue is a claim
against the Las Vegas franchisees for several hundred thousand dollars in unpaid
franchise fees.

      The Debtor is unaware of any circumstances which would give rise to
fraudulent transfer claims but reserves the right to pursue any such claims of
which it may become aware.

      The Debtor has performed a preference analysis with respect to payments to
insiders during the one year period prior to the Petition Date and does not
believe that any payments made to insiders during that period constitute
voidable preferences. All such payments were in the nature of compensation or
expense reimbursement and are disclosed in the Schedules filed by the Debtor in
this case.

      The Debtor has performed a preliminary preference analysis with respect to
payments made to non-insiders during the 90-day period prior to the Petition
Date and estimates that approximately $311,000 in payments made during that
period could be exposed to preference avoidance, depending on a number of
factors including whether the Debtor was insolvent, whether new value was
extended to the Debtor after the payments and whether the payments would be
deemed made in the ordinary course of business.

      The Debtor does not believe it would be cost-effective to conduct a more
detailed preference analysis and take action to recover payments made within the
90-day period prior to the Petition Date. This Plan is a full payout plan, and
creditors from whom preferences were recovered would be entitled to receive
notes pursuant to Section 3.07(a) of the Plan in the amounts disgorged. The
Debtor believes that, after netting out the costs of further analysis of
potentially preferential payments and of pursing recovery of preference claims,
the estate would not benefit materially from such action. The Debtor has
decided, therefore, not to pursue preference claims.

      Any person, entity or other party subject to an Avoidance Action (other
than preference claim), or a Cause of Action based on any of the accounts or
transactions referenced above, should assume that the Reorganized Debtor may
take any action appropriate to prosecute or enforce such Avoidance Action or
Cause of Action against them, regardless of how such person, entity or other
party may have voted on the Plan. The Causes of Action have been described and
identified with as much particularity as is practicable and appropriate at this
time. BECAUSE ALL INVESTIGATIONS AND INQUIRIES HAVE NOT YET BEEN COMPLETED, IT
IS LIKELY THAT THERE WILL BE ADDITIONAL CAUSES OF ACTION (AND AVOIDANCE ACTIONS)
NOT MENTIONED ABOVE, AND NO PARTY SHOULD ASSUME THAT ANY RELEASE OR DISCHARGE
PROVISION CONTAINED IN THE PLAN, OR THE CONFIRMATION ORDER, WILL BAR OR
OTHERWISE INHIBIT THE DEBTOR OR REORGANIZED DEBTOR FROM TAKING ANY ACTION TO
PROSECUTE OR ENFORCE SUCH ADDITIONAL CAUSES OF ACTION. Under the circumstances,
it is not feasible or in the best interests of the Debtor's Estate or its
creditors to allow the continuing investigation to delay Confirmation of the
Plan.



                                       47
<PAGE>
V.    VOTING PROCEDURES AND REQUIREMENTS

      (A)   ELIGIBILITY

      The Plan divides Claims against and Interests in the Debtor into various
Classes and provides separate treatment for each Class. Only Classes comprised
of Impaired Claims or Interests are entitled to vote to accept or reject the
Plan. A Class of Claims or Interests is Impaired if legal, equitable or
contractual rights attaching to the Claims or Interests of the Class are
modified, other than by curing defaults and reinstating maturities. Therefore,
the Holders of Class 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 and 5 Claims
or Interests are entitled to vote. Holders of Class 6 Interests will receive or
retain nothing under the Plan on account of their Interests, are impaired, but
will not be entitled to vote because they are deemed not to accept the Plan.

      The creditors or Interest Holders whose Claims or Interests are objected
to prior to the Voting Record Date (as defined in the Plan) are not eligible to
vote to accept or reject the Plan unless the objection is resolved, or after
notice and a hearing pursuant to Federal Rule of Bankruptcy Procedure 3018(a),
the Bankruptcy Court allows the Claim or Interest temporarily for the purpose of
voting to accept or reject the Plan. Any creditor or Interest Holder that wants
its Claim or Interest to be allowed temporarily for the purpose of voting must
take steps necessary to arrange an appropriate hearing with the Bankruptcy
Court.

      Some creditors or Interest Holders may hold Claims or Interests in more
than one Impaired Class. These creditors or Interest Holders must vote
separately for each Class. These creditors or Interest Holders should receive a
Ballot for all of their Claims and Interests in each Class (in accordance with
the records of the Clerk of the Court) and should complete and sign each Ballot
received.

      (B)   BALLOTS

      In voting for or against the Plan, please use only the Ballot or Ballots
sent to you with this Disclosure Statement. You may receive more than one
Ballot, and if you do, you should assume each Ballot is for a Claim or Interest
in a different Class in which you are entitled to vote. Votes cast to accept or
reject the Plan will be counted by Class. You are not required to vote all of
your Claims or Interests in different Classes the same way. However, you are
required to vote all of your Claims or Interests within a Class the same way.
Please read the voting instructions contained within the Ballot for a thorough
explanation of voting procedures applicable to your Claim or Interest.

      (C)   VOTING PROCEDURE

      To vote on the Plan, you must: (1) indicate on the Ballot that (a) you
accept the Plan or (b) you reject the Plan; (2) if you hold a general unsecured
claim in an amount greater than $10,000.00 and desire to reduce the claim to
$10,000.00 and have it treated as a Class 3.2 Claim, indicate on the ballot your
election to do so; (3) if you hold a Claim in Class 3.1 and do not desire to
reduce the claim to $10,000.00, indicate on the Ballot your election to receive
either the


                                       48
<PAGE>
New Secured Notes or the New Unsecured Notes; and (4) sign your name and mail
the Ballot in the envelope provided for this purpose. Please complete and return
each Ballot you receive to the Clerk of the Bankruptcy Court, and also return a
copy of same to the Debtor's counsel, addressed as shown in the last paragraph
of this ARTICLE V(C). Any Class 3.1 Claim which does not reflect a choice of
election will be deemed to have elected to receive a New Secured Note. Put your
taxpayer identification number (or social security number) on your Ballot where
indicated. The designated Disbursing Agent cannot make distributions without
your number. PLEASE CAREFULLY FOLLOW THE DIRECTIONS CONTAINED ON THE BALLOT.

      You may enclose a self-addressed postage pre-paid envelope and a copy of
your Ballot(s) to be returned and stamped "Filed" from the Clerk of the
Bankruptcy Court confirming the delivery and filing of your Ballot(s). You may
not change your vote after it is cast unless the Bankruptcy Court permits you to
do so after notice and a hearing to determine whether sufficient cause exists to
permit the change. DO NOT RETURN ANY CERTIFICATES OR INSTRUMENTS EVIDENCING YOUR
CLAIM WITH THE BALLOT.

      If you believe that you are a member of a voting Class for which you did
not receive a Ballot, or if your Ballot is damaged or lost, or if you have any
questions concerning voting procedures, then please contact the following in
writing:

            Berger Singerman, P.A.
            350 East Las Olas Boulevard
            Suite 1000
            Fort Lauderdale, FL 33301
            Attention: Kerry L. Goins, Bankruptcy Paralegal
            Telephone: (954) 525-9900
            Facsimile: (954) 523-2872

      (D)   VOTING DEADLINE

      In order to be counted, Ballots must be marked, signed and returned so
that they are RECEIVED by the Clerk of the Bankruptcy Court no later than 5:00
P.M. (EASTERN DAYLIGHT TIME) ON AUGUST 9, 2002. (the "VOTING TERMINATION DATE").

      (E)   IMPORTANCE OF VOTING/VOTE REQUIRED FOR ACCEPTANCE AND CONFIRMATION

      Your vote is important to the Chapter 11 Case. Your failure to vote will
leave to other creditors and interest holders, whose interests may not be the
same as yours, the decision to accept or reject the Plan. To have your vote
counted, you must complete properly and return all Ballots by the Voting
Termination Date provided above.

      The Bankruptcy Code defines acceptance of a plan by an impaired class of
claims as acceptance by holders of at least two-thirds (2/3) in dollar amount,
and more than one-half (1/2) in number, of the claims of that class which
actually cast ballots. In addition to this voting requirement, section 1129 of
the Bankruptcy Code requires that a plan be accepted by each holder of a claim
in an impaired class or that the plan be found by the relevant court to provide


                                       49
<PAGE>
the holder with at least as much value on account of its claim as it would
receive in a liquidation of the debtor under Chapter 7 of the Bankruptcy Code.

      In the event any of the Classes of Impaired Claims vote to reject the
Plan, the Debtor may seek to effect a "cramdown" on such dissenting Class and
all Classes of the Debtor that are junior to such dissenting Class under section
1129(b) of the Bankruptcy Code and confirm the Plan over the Class' disapproval
thereof. The Debtor may modify the terms of the Plan to effect a "cramdown" on
any dissenting Class by reallocating value from all Classes at and below the
level of the objecting Class to all Impaired senior Classes until all Impaired
senior Classes are paid in accordance with the "absolute priority rule" of
section 1129(b) of the Bankruptcy Code. The Debtor will file any such
modifications to the Plan with the Bankruptcy Court and serve them upon all
parties in interest entitled to receive notice of the hearing on the
Confirmation of the affected Plan at least ten (10) days prior to the hearing.

VI.   CONDITIONS TO CONFIRMATION

      (A)   IN GENERAL

      Section 1129 of the Bankruptcy Code sets forth the requirements that must
be satisfied in order for the Plan to be confirmed. Among other things, this
section requires the Plan to (i) comply with the applicable provisions of the
Bankruptcy Code; (ii) be proposed in good faith and not by any means forbidden
by law; (iii) be accepted by each Impaired Class (subject to the "cramdown"
provisions); and (iv) not likely be followed by the liquidation, or the need for
further financial reorganization, of the Debtor.

      The Debtor believes that the Plan satisfies, or will satisfy, all of the
statutory requirements for confirmation of the Plan. Before the Confirmation
Hearing, the Debtor may be required to submit extensive pleadings and evidence
demonstrating that the Plan complies with all of the provisions set forth above.
The following sections discuss some of the requirements set forth in section
1129(a) of the Bankruptcy Code.

      (B)   BEST INTERESTS TEST

            1.    IN GENERAL

      Notwithstanding acceptance of the Plan by each Impaired Class, to confirm
the Plan the Bankruptcy Court must determine that the Plan is in the best
interests of each Holder of a Claim or Interest in an Impaired Class that has
not voted to accept the Plan. Accordingly, if an Impaired Class does not
unanimously accept the Plan, the "best interests" test of section 1129(a)(7) of
the Bankruptcy Code requires that the Bankruptcy Court find that the Plan
provides to each Holder of a Claim or Interest in each Impaired Class a recovery
on account of the Holder's Claim or Interest that has a value at least equal to
the value of the distribution that each such Holder would receive if the Debtor
were liquidated under Chapter 7 of the Bankruptcy Code.



                                       50
<PAGE>
            2.    CHAPTER 7

      To estimate what members of each Impaired Class of Claims or Interests
would receive if the Debtor were liquidated in a Chapter 7 case, the Bankruptcy
Court must first determine the aggregate dollar amount that would be available
if the Chapter 11 Case were converted to a Chapter 7 case under the Bankruptcy
Code and the Debtor's assets were liquidated by a Chapter 7 trustee (the
"LIQUIDATION VALUE"). The Liquidation Value would consist of the net proceeds
from the disposition of the Debtor's assets, augmented by the cash held by the
Debtor and reduced by certain increased costs and claims that arise in a Chapter
7 liquidation that do not arise in a Chapter 11 reorganization case.

      The Liquidation Value available to general creditors would be reduced by:
(a) the claims of Secured Creditors to the extent of the value of their
collateral; and (b) the costs and expenses of the liquidation under Chapter 7,
which would include: (i) the compensation of a trustee and its counsel and other
professionals retained; (ii) disposition expenses; (iii) all unpaid expenses
incurred by the Debtor during its Chapter 11 Case (such as compensation for
attorneys, financial advisors, investment bankers, brokers, auctioneers and
accountants) which are allowed in the Chapter 7 case; (iv) litigation costs; (v)
claims arising from the operation of the Debtor during the pendency of the
Chapter 11 Case and Chapter 7 liquidation case. The liquidation itself would
trigger certain priority claims, such as claims for severance pay, and would
accelerate other priority payments which would otherwise be payable in the
ordinary course. These priority claims would be paid in full out of the
liquidation proceeds before the balance would be made available to pay most
other claims or to make any distribution in respect of interests.

      Additionally, liquidation would also involve the rejection of additional
unexpired leases and executory contracts of the Debtor and cause the incurrence
of substantial additional rejection damage claims and other liabilities against
it.

      Once the percentage of liquidation proceeds for each Class can be
ascertained, the value of the distribution available out of the Liquidation
Value is compared to the value of the property offered to such Class under the
Plan. If the value of property offered under the Plan exceeds the value
available from a liquidation, then the Plan is in the best interests of Holders
of Impaired Claims and Interests.

            3.    LIQUIDATION ANALYSIS

      After considering the effect that a Chapter 7 liquidation would have on
the value of the Debtor's Estate, including the costs of and claims resulting
from a Chapter 7 liquidation, the adverse effect of a forced sale on the prices
of the Debtor's assets, the adverse impact resulting from the departure of the
Debtor's employees, and the delay in the distribution of liquidation proceeds,
the Debtor has determined that confirmation of the Plan will provide each Holder
of an Allowed Claim or Interest other than a Class 6 Interest with a recovery
that is greater than such Holder would receive pursuant to liquidation of the
Debtor under Chapter 7 liquidation. The Debtor believes that Class 6 Interests
would receive nothing in a Chapter 7 liquidation.



                                       51
<PAGE>
      The Debtor also believes that the value of any distributions to each Class
of Allowed Claims in a Chapter 7 case, including all Secured Claims, would be
less than the value of distributions under the Plan because such distributions
in a Chapter 7 case would not occur for a substantial period of time.
Distribution of the proceeds of the liquidation could be delayed. EXHIBIT C to
the Disclosure Statement is a liquidation analysis for the Debtor demonstrating
the basis for the Debtor's belief as stated herein.

      Thus, the Debtor believes the Plan meets the requirements of section
1129(a)(7) of the Bankruptcy Code because, under the Plan, all Holders of
Impaired Claims will receive distributions that have a value at least equal to
the value of the distribution that each such Person would receive if the Debtor
were liquidated under Chapter 7 of the Bankruptcy Code.

      (C)   FEASIBILITY OF THE PLAN

      Section 1129(a)(11) of the Bankruptcy Code requires that confirmation
should not be likely to be followed by the liquidation, or the need for further
financial reorganization, of the Debtor or any successor to the Debtor (unless
such liquidation or reorganization is proposed in the relevant plan). For
purposes of determining whether the Plan meets this requirement, the Debtor has
analyzed its ability to meet its obligations under the Plan. As part of this
analysis, the Debtor has prepared financial projections. Monthly projections for
Fiscal Years 2003 and 2004, and the material assumptions on which they are
based, are set forth in EXHIBIT D of this Disclosure Statement. Annual
Projections for Fiscal Years 2005 through 2010, and the material assumptions on
which they are based, are set forth in EXHIBIT E. Based upon the projections,
the Debtor believes that its reorganization under the Plan satisfies the
feasibility requirements of section 1129(a)(11).

      (D)   CONFIRMATION WITHOUT ACCEPTANCE BY ALL IMPAIRED CLASSES

      The Bankruptcy Code contains provisions for confirmation of a plan even if
it is not accepted by all impaired classes, as long as at least one impaired
class of claims has accepted it. These so-called "cramdown" provisions are set
forth in section 1129(b) of the Bankruptcy Code. The Plan may be confirmed under
the cramdown provisions if, in addition to satisfying other requirements of
section 1129 of the Bankruptcy Code, the Plan: (a) is "fair and equitable," and
(b) "does not discriminate unfairly" with respect to each Class of Claims that
is Impaired under, and has not accepted, the Plan.

            1.    FAIR AND EQUITABLE TEST

      To obtain nonconsensual confirmation of the Plan, it must be demonstrated
to the Bankruptcy Court that the Plan is "fair and equitable" with respect to
each Impaired, nonaccepting Class. The Bankruptcy Code provides a non-exclusive
definition of the phrase "fair and equitable." The Bankruptcy Code establishes
"cramdown" tests for secured creditors, unsecured creditors and equity holders,
as follows:

      (i)   Secured Creditors. EITHER (I) EACH IMPAIRED SECURED CREDITOR RETAINS
            ITS LIENS SECURING ITS SECURED CLAIM AND RECEIVES ON ACCOUNT OF ITS


                                       52
<PAGE>
            SECURED CLAIM DEFERRED CASH PAYMENTS HAVING A PRESENT VALUE EQUAL TO
            THE AMOUNT OF ITS ALLOWED SECURED CLAIM, (ii) EACH IMPAIRED SECURED
            CREDITOR REALIZES THE "INDUBITABLE EQUIVALENT" OF ITS ALLOWED
            SECURED CLAIM OR (iii) THE PROPERTY SECURING THE CLAIM IS SOLD FREE
            AND CLEAR OF LIENS WITH SUCH LIENS TO ATTACH TO THE PROCEEDS OF THE
            SALE AND THE TREATMENT OF SUCH LIENS ON PROCEEDS IS PROVIDED IN
            CLAUSE (i) OR (ii) OF THIS SUBPARAGRAPH.

      (ii)  Unsecured Creditors. EITHER (i) EACH IMPAIRED UNSECURED CREDITOR
            RECEIVES OR RETAINS UNDER THE PLAN PROPERTY OF A VALUE EQUAL TO THE
            AMOUNT OF ITS ALLOWED CLAIM OR (ii) THE HOLDERS OF CLAIMS AND EQUITY
            INTERESTS THAT ARE JUNIOR TO THE CLAIMS OF THE DISSENTING CLASS WILL
            NOT RECEIVE ANY PROPERTY UNDER THE PLAN.

      (iii) Interests. EITHER (i) EACH HOLDER OF AN EQUITY INTEREST WILL RECEIVE
            OR RETAIN UNDER THE PLAN PROPERTY OF A VALUE EQUAL TO THE GREATEST
            OF THE FIXED LIQUIDATION PREFERENCE TO WHICH SUCH HOLDER IS
            ENTITLED, THE FIXED REDEMPTION PRICE TO WHICH SUCH HOLDER IS
            ENTITLED OR THE VALUE OF THE INTEREST OR (ii) THE HOLDER OF AN
            INTEREST THAT IS JUNIOR TO THE NONACCEPTING CLASS WILL NOT RECEIVE
            OR RETAIN ANY PROPERTY UNDER THE PLAN.

      The Debtor believes that the Plan and the treatment of all Classes of
Impaired Claims and Interests under the Plan satisfy the foregoing requirements
for nonconsensual confirmation of the Plan.

            2.    NO UNFAIR DISCRIMINATION

      A plan of reorganization "does not discriminate unfairly" if: (a) the
legal rights of the nonaccepting impaired class are treated in a manner that is
consistent with the treatment of other classes whose legal rights are
intertwined with those of the non-accepting class; and (b) no class receives
payments in excess of that which it is legally entitled to receive for its
allowed claim or allowed interest. The Debtor believes that under the Plan: (i)
all Impaired Classes of Claims are treated in a manner that is consistent with
the treatment of other Classes of Claims and Interests with which their legal
rights are intertwined, if any; and (ii) no Class of Claims or Interests will
receive payments or property with an aggregate value greater than the aggregate
value of the Allowed Claims or Allowed Interests in such Class. Accordingly, the
Debtor believes that the Plan does not discriminate unfairly as to any Impaired
Class.

VII.  PROJECTED FINANCIAL INFORMATION

      The Debtor has prepared financial projections that may be useful to
Holders of Claims or Interests in deciding whether to vote to accept or reject
the Plan. The Debtor and its Financial Advisors prepared these projections and
the Debtor's post-confirmation "business plan." The projected financial
statements for Fiscal Years 2003 and 2004, on a monthly basis, and the
assumptions upon which they are based, are contained in EXHIBIT D to the
Disclosure Statement.


                                       53
<PAGE>
Projected financial statements, on an annual basis, for Fiscal Years 2005
through 2010, and the assumptions on which they are based, are contained in
EXHIBIT E to the Disclosure Statement. The Debtor cautions that no
representation can be made concerning the accuracy of the projected financial
information or the ability to achieve the projected results. Historical
financial information for Fiscal Years 2000 and 2001 and for the first three
quarters of Fiscal Year 2002 is contained in EXHIBIT F to the Disclosure
Statement.

      With respect to the projections for Fiscal Year 2003 contained in EXHIBIT
D, this additional explanation is provided: The Debtor has decided recently to
implement an enhanced marketing program and commit an additional $2.5 million in
Fiscal Year 2003 to building the Roadhouse Grill(R) brand, principally through
radio advertising. This $2.5 million is in addition to the amounts shown for
each month of Fiscal Year 2003 for the line item "Marketing," which appears
under "Operating Expenses" on EXHIBIT D. The additional expenditure of $2.5
million and the revenue projected to be realized therefrom are reflected in the
line item, "Incremental Marketing Income," the entries in which constitute the
projected monthly net effect on income in Fiscal Year 2003 of the additional
marketing expenditures. Thus, for example, the incremental income expected to be
derived from that portion of the $2.5 million expended in June 2002, is
projected to be $397,800 less than the additional amount expended, while the
incremental income projected to be derived in December 2002 is a positive
$368,200. Though the net positive incremental income projected for Fiscal Year
2003 is a relatively modest $296,020, the Debtor believes that the long-term
positive effects of building the brand under this marketing program will result
in enhanced revenues in later years.

      Any of the assumptions on which these projections are based are subject to
significant economic, competitive, and other uncertainties. It is likely that
some assumptions will not materialize because of unanticipated events and
circumstances. Accordingly, the actual results achieved throughout the
projection period are likely to vary, perhaps substantially, from the projected
results, either positively or negatively. The Debtor does not anticipate that it
will update these projections at or prior to the Confirmation Hearing, furnish
updated projections or otherwise make any updated projections available to the
Holders of Claims or Interests, provided, however, that the Debtor reserves the
right to prepare and furnish updated financial projections as in its absolute
discretion it deems appropriate.

VIII. THE REORGANIZED DEBTOR

      (A)   OWNERSHIP STRUCTURE OF THE REORGANIZED DEBTOR

      On the Effective Date, all Interests including the 9,708,741 shares of Old
Common Stock currently outstanding will be canceled, and the New Common Stock of
Reorganized RHG will be issued as previously described. The Debtor anticipates
that 25,333,741 shares of New Common Stock will be issued pursuant to the Plan
as follows:



                                       54
<PAGE>
<TABLE>
<S>                                               <C>         <C>
      Berjaya DIP Financing Group                 43.17%      10,937,500 shares
      Berjaya                                     18.50%       4,687,500 shares
      Class 4 Claims and Class 5 Interests        38.33%       9,708,741 shares
</TABLE>


      (B)   EMPLOYMENT AGREEMENTS

      From time to time, key employees may be considered by the Board of
Directors of the Reorganized Debtor for Employment Agreements. All agreements
are subject to review and approval by the Board of Directors of the Reorganized
Debtor. No individuals are being considered currently for employment agreements.

      (C)   INITIAL BOARD OF THE REORGANIZED DEBTOR(2)

      The board of directors shall be comprised of at least five (5) members.
The initial board of directors of the Reorganized Debtor is expected to consist
of Mr. Philip Friedman, Mr. John Hoey, Mr. Vincent Tan, Mr. Alain Lee and Mr.
Ayman Sabi. Messrs. Friedman and Hoey are outside directors. Mr. Friedman is the
President of McAlister's Corp., which is headquartered in Ridgeland, Mississippi
and is unaffiliated with RHG, Berjaya or Mr. Sabi. Mr. Hoey is the President of
Beneficial Capital Corp., which is headquartered in Ithaca, New York and is
unaffiliated with RHG, Berjaya or Mr. Sabi. Mr. Tan is the chairman of Berjaya,
which owns 62% of the Old Common Stock. Mr. Lee is Vice President-Franchising,
Business Development and Corporate Affairs. Before becoming employed by RHG in
1998, he was employed in Kuala Lumpur by Berjaya's parent corporation. Mr. Sabi
is President and Chief Executive Officer of RHG. He owns approximately 2,000
shares of the stock in RHG. Directors not resident in Florida receive $3,500
plus expenses per quarterly board meeting.

      (D)   Executive Compensation

      The by-laws of Reorganized RHG shall provide that the compensation of
RHG's executive management must be approved by a compensation committee of the
board, a majority of the members of which committee shall be outside directors.
The expected compensation of Reorganized RHG's executive officers, subject to
approval of the compensation committee, is as follows:



----------

2     In early 2002, one of RHG's directors, Phillip Ratner, resigned. Mr.
      Ratner accepted the position of Chief Executive Officer of Marie
      Calendars, headquartered in California, and moved to California. His new
      responsibilities as CEO and the difficulty in attending board meetings
      because of his relocation prompted his resignation from the board.

                                       55
<PAGE>
<TABLE>
<CAPTION>
                                                                    Monthly
Name                    Position                  Annual Salary    Allowance
----                    --------                  -------------    ---------
<S>                 <C>                           <C>             <C>
Ayman Sabi          President & CEO                 $321,000      Housing, Car,
                                                                  Misc. - $5,300

Gary Bennett        Chief Operating Officer         $170,000      Car - $500

Alain Lee           Vice President-Franchising,     $130,000      Housing, Car -
                    Business Development and                      $2,500
                    Corporate Affairs

Martin Bernholz     Secretary                       $48,000
</TABLE>


      The Debtor is currently conducting a search for a new Chief Financial
Officer, whose total compensation package is expected to be in the $200,000
range. In the meantime, this function is being performed by Cornerstone
Consultants, RHG's financial advisor.

      (E)   Public Reporting Obligations

      Reorganized RHG is expected to continue to be subject to public reporting
obligations under the federal securities laws.

IX.   RISK FACTORS

      (A)   INTRODUCTION

      This section summarizes some of the risks associated with the Plan, but is
not exhaustive and must be supplemented by the analysis and evaluation of the
Plan and this Disclosure Statement as a whole by each Holder of a Claim or
Interest with such Holder's own advisors.

HOLDERS OF CLAIMS AGAINST THE DEBTOR SHOULD READ AND CONSIDER CAREFULLY THE
FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS
DISCLOSURE STATEMENT (AND THE DOCUMENTS DELIVERED TOGETHER HEREWITH AND/OR
INCORPORATED BY REFERENCE), PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN. THESE
RISK FACTORS SHOULD NOT, HOWEVER, BE REGARDED AS CONSTITUTING THE ONLY RISKS
INVOLVED IN CONNECTION WITH THE PLAN, ITS IMPLEMENTATION OR ITS SUCCESS.

      (B)   BANKRUPTCY RISKS

            1.    RISKS RELATING TO CONFIRMATION

      For the Plan to be confirmed, each Impaired Class is given the opportunity
to vote to accept or reject the Plan, except for those Classes which will not
receive any distribution under the Plan and which are, therefore, presumed to
have rejected the Plan. There can be no assurance


                                       56
<PAGE>
that the requisite acceptances to confirm the Plan will be received. Even if the
requisite acceptances are received, there can be no assurance that the
Bankruptcy Court will confirm the Plan.

      If one or more of the Impaired Classes vote to reject the Plan, then the
Debtor may request that the Bankruptcy Court confirm the Plan by application of
the "cramdown" procedures available under section 1129(b) of the Bankruptcy
Code. There can be no assurance, however, that the Debtor will be able to use
the cramdown provisions of the Bankruptcy Code for Confirmation of the Plan.

      If the Plan, or a plan determined not to require resolicitation of any
Classes of Claims or Interests by the Bankruptcy Court, were not to be
confirmed, it is unclear what distribution Holders of Claims and Interests
ultimately would receive with respect to their Claims and Interests. If an
alternative plan could not be agreed to, it is likely that Holders of Claims and
Interests would receive less than they would have received pursuant to this
Plan.

      Any objection to the Plan by a member of a Class of Claims or Interests
could also either prevent Confirmation of the Plan or delay such Confirmation
for a significant period of time.

            2.    OTHER BANKRUPTCY RISKS

      If Administrative Expense Claims or Priority Claims are determined to be
Allowed in amounts greatly exceeding the Debtor's estimates, then there may be
inadequate Cash or other property available on the Effective Date to pay certain
Claims under the Plan, and the Plan would not become Effective.

      In addition, the effect, if any, that the Chapter 11 Case may have upon
any continued operations of the Reorganized Debtor cannot be accurately
predicted or quantified. Although the Debtor's reorganization will eliminate
some uncertainty about the Reorganized Debtor's future operations, some
entities, at least initially, may be uncomfortable doing business with a company
that recently emerged from the Chapter 11 process. The Chapter 11 Case could
harm the Reorganized Debtor's relationships with its customers, suppliers, and
employees, resulting in a material adverse impact on the Reorganized Debtor's
operations.

      (C)   BUSINESS RISKS

            1.    SEASONALITY

      As stated previously, RHG's operating results fluctuate seasonally because
of its geographic concentration. Of the 72 restaurants currently owned and
operated by RHG, 31 are located in residential areas in Florida.

            2.    GENERAL FACTORS

      RHG's quarterly and annual operating results and comparable unit sales may
fluctuate significantly as a result of a variety of factors, including:



                                       57
<PAGE>
                  a.    economic conditions generally and in each of the markets
                        in which RHG is located.

                  b.    the amount of sales contributed by new and existing
                        restaurants;

                  c.    labor costs for RHG's personnel;

                  d.    RHG's ability to achieve and sustain profitability on a
                        quarterly or annual basis;

                  e.    consumer confidence (including the impact thereon of
                        world events such as acts of terrorism) and changes in
                        consumer preferences;

                  f.    health concerns, including adverse publicity concerning
                        food-related illness;

                  g.    significance and variability of pre-opening expenses;
                        and

                  h.    the level of competition from existing or new
                        competitors in the full-service casual dining segment of
                        the restaurant industry.

            3.    RELIANCE ON KEY PERSONNEL

      The Debtor believes that its success depends on the services of its
present management. If the Reorganized Debtor loses the services of any key
executives, its business could be materially adversely affected. The Reorganized
Debtor also believes that its ability to retain members of its senior management
team and key personnel is critical to its future success.

            4.    COMPETITION AND INFLATION

      The market for the Debtor's services is highly competitive. Inflation is
also a factor. The primary inflationary factors affecting RHG's operations
include food, beverage and labor costs. Labor costs are affected by changes in
the labor market generally and, because many of RHG's employees are paid at
federal and state established minimum wage levels, changes in such wage laws
affect RHG's labor costs. In addition, most of RHG's leases require RHG to pay
taxes, maintenance, repairs and utilities, and these costs are subject to
inflationary pressures. RHG believes recent low inflation rates in its principal
markets have contributed to relatively stable food and labor costs. There is no
assurance that low inflation rates will continue or that RHG will have the
ability to control costs in the future.

      (D)   SECURITIES RISKS

            1.    LACK OF ESTABLISHED MARKET FOR THE NEW SECURITIES; VOLATILITY

      There is no established market for the New Unsecured Notes, the New
Secured Notes, or the New Common Stock being issued under the Plan. There can be
no assurance that an active market for such securities will develop or, if any
market does develop, that it will continue to


                                       58
<PAGE>
exist, or as to the degree of price volatility in any such market. Accordingly,
no assurance can be given that a holder of New Unsecured Notes, New Secured
Notes, or New Common Stock will be able to sell such securities in the future or
as to the price at which any such sale may occur. If such markets were to exist,
such securities could trade at prices higher or lower than the face amount
thereof, depending upon many factors, including prevailing interest rates,
markets for similar securities, industry conditions, and the performance of, and
investor expectations for, the Reorganized Debtor.

      The Debtor has not attempted to make any estimate of the price at which
the New Unsecured Notes, the New Secured Notes or the New Common Stock may trade
in the market. No assurance can be given as to the market prices for these
securities that will prevail following the Effective Date.

            2.    DIVIDENDS

      Reorganized RHG does not anticipate paying any dividends on the New Common
Stock in the foreseeable future. In addition, covenants in certain debt
instruments to which the Reorganized Debtor will be a party may restrict the
ability of the Reorganized Debtor to pay dividends or make other distributions
to shareholders.

            3.    DELAY IN ULTIMATE DISTRIBUTION OF NEW COMMON STOCK

      Under the Plan, 9,708,741 shares of New Common Stock are to be issued
ratably to the Holders of the Class 5 Interests and, if any, the Holders of
Allowed Class 4 Claims. The Debtor does not expect that the Class 4 Claims will
be finally liquidated and Allowed or Disallowed by the Effective Date, and these
shares, therefore, will be issued and held by the Debtor as treasury stock until
a final allocation can be made. Indeed, it is possible that final liquidation
and Allowance or Disallowance of the Class 4 Claims might not occur until months
or years after the Effective Date. Accordingly, a lengthy period of time may
elapse before Holders of Class 5 Interests and, if any, Holders of Allowed Class
4 Claims gain access to their allocable shares of the New Common Stock. The New
Common Stock will be subject to fluctuations in value during the period it is
held by the Debtor as treasury stock.

X.    TAX IMPLICATIONS

The Debtor has not obtained rulings from the Internal Revenue Service regarding
the federal tax implications of the Plan.

                  THE DEBTOR IS NOT OFFERING TAX ADVICE TO ANY CREDITOR OR
            INTEREST HOLDER AND THIS DISCLOSURE STATEMENT SHOULD NOT BE
            CONSIDERED TO CONTAIN ANY SPECIFIC ADVICE OR INSTRUCTION CONSIDERING
            THE TAX TREATMENT OF ANY CLAIM OR INTEREST. EACH CREDITOR AND
            INTEREST HOLDER IS URGED TO CONSULT WITH ITS OWN LEGAL, ACCOUNTING
            OR OTHER ADVISOR CONCERNING THE TAX TREATMENT OF ITS CLAIM, INTEREST
            AND ANY DISTRIBUTION FROM OR ON BEHALF OF THE DEBTOR PURSUANT TO THE
            PLAN OR OTHERWISE.



                                       59
<PAGE>
XI.   APPLICABILITY OF CERTAIN U.S. FEDERAL AND STATE SECURITIES LAWS

      (A)   GENERAL

      No registration statement will be filed under the Securities Act of 1933
(as amended), 15 U.S.C. Sections 77A-77AA (the "Securities Act"), or any
state securities laws with respect to the offer and distribution under the Plan
of the New Unsecured Notes, the New Secured Notes, the Finova Secured Note or
the New Common Stock. The Debtor believes that the provisions of Section
1145(a)(1) of the Bankruptcy Code exempt the offer and distribution of such
securities under the Plan from Federal and State Securities Registration
Requirements.

      (B)   BANKRUPTCY CODE EXEMPTIONS FROM REGISTRATION REQUIREMENTS

            1.    INITIAL OFFER AND SALE OF SECURITIES

      Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of
securities under a plan of reorganization from registration under the Securities
Act and state securities laws if three principal requirements are satisfied: (a)
the securities must be offered and sold under a plan of reorganization and must
be securities of the debtor, an affiliate participating in a joint plan with the
debtor or a successor to the debtor under the plan; (b) the recipients of the
securities must hold a prepetition or administrative expense claim against the
debtor or an interest in the debtor; and (c) the securities must be issued
entirely in exchange for the recipient's claim against or interests in the
debtor, or principally in such exchange and partly for cash or property. The
Debtor believes that the offer and sale of the New Unsecured Notes, the New
Secured Notes, the Finova Secured Note and the New Common Stock under the Plan
satisfy the requirements of section 1145(a)(1) of the Bankruptcy Code and,
therefore, are exempt from registration under the Securities Act and state
securities laws.

            2.    SUBSEQUENT TRANSFERS OF SECURITIES

      In general, all resales and subsequent transactions in the New Unsecured
Notes, the New Secured Notes, the Finova Secured Note and the New Common Stock
will be exempt from registration under the Securities Act pursuant to section
4(1) of the Securities Act, unless the holder thereof is deemed to be an
"affiliate" of "Reorganized RHG" or an "underwriter" with respect to such
securities. Rule 144 under the Securities Act defines "affiliate" of an issuer
as any person directly or indirectly through one or more intermediaries
controlling, controlled by or under common control with the issuer. Section
1145(b) of the Bankruptcy Code defines four types of "underwriters":

      (a)   persons who purchase a claim against, an interest in, or a claim for
            administrative expense against the debtor with a view to
            distributing any security received in exchange for such a claim or
            interest ("accumulators");



                                       60
<PAGE>
      (b)   persons who offer to sell securities offered under a plan for the
            holders of such securities ("distributors");

      (c)   persons who offer to buy securities from the holders of such
            securities, if the offer to buy is (i) with a view to distributing
            such securities and (ii) made under a distribution agreement; and

      (d)   a person who is an "issuer" with respect to the securities, as the
            term "issuer" is defined in section 2(11) of the Securities Act.

Under section 2(11) of the Securities Act, an "issuer" includes any "affiliate"
of the issuer. Whether or not any particular person would be deemed to be an
"affiliate" of Reorganized RHG or an "underwriter" with respect to any security
to be issued pursuant to the Plan would depend upon various facts and
circumstances applicable to that person. Accordingly, the Debtor expresses no
view as to whether any person would be deemed to be an "affiliate" of
Reorganized RHG or an "underwriter" with respect to any security to be issued
pursuant to the Plan.

      Rule 144 under the Securities Act provides an exemption from registration
under the Securities Act for certain limited public resales of unrestricted
securities by "affiliates" of the issuer of such securities. Rule 144 allows a
holder of unrestricted securities that is an "affiliate" of the issuer of such
securities to sell, without registration, within any three-month period a number
of shares of such unrestricted securities that does not exceed the greater of 1%
of the number of outstanding securities in question or the average weekly
trading volume in the securities in question during the four calendar weeks
preceding the date on which notice of such sale was filed pursuant to Rule 144,
subject to the satisfaction of certain other requirements of Rule 144 regarding
the manner of sale, notice requirements and the availability of current public
information regarding the issuer. The Debtor believes that, pursuant to section
1145(c) of the Bankruptcy Code, the New Unsecured Notes, the New Secured Notes,
the Finova Secured Note and the New Common Stock will be unrestricted securities
for purposes of Rule 144. However, the Debtor does not expect there to be a
significant market for either the New Unsecured Notes, the New Secured Notes or
the Finova Secured Note.

      In connection with prior bankruptcy cases, the staff of the SEC has taken
the position that resales by accumulators and distributors of securities
distributed under a plan of reorganization that are not "affiliates" of the
issuer are exempt from registration under the Securities Act if effected in
"ordinary trading transactions." The staff of the SEC has indicated in this
context that a transaction may be considered an "ordinary trading transaction"
if it is made on an exchange or in the over-the-counter market and does not
involve any of the following factors:

      (a)   either (i) concerted action by the recipients of securities issued
            under a plan in connection with the sale of such securities or (ii)
            concerted action by distributors on behalf of one or more such
            recipients in connection with such sales;

      (b)   the use of informational documents concerning the offering of the
            securities prepared or used to assist in the resale of such
            securities, other than a bankruptcy court-approved disclosure
            statement and supplements


                                       61
<PAGE>
            thereto and documents filed with the SEC pursuant to the Securities
            and Exchange Act of 1934, as amended (the "Exchange Act"); or

      (c)   the payment of special compensation to brokers and dealers in
            connection with the sale of such securities designed as a special
            incentive to the resale of such securities (other than the
            compensation that would be paid pursuant to arms' length
            negotiations between a seller and a broker or dealer, each acting
            unilaterally, not greater than the compensation that would be paid
            for a routine similar-sized sale of similar securities of a similar
            issuer).

      THE DEBTOR HAS NOT SOUGHT THE VIEWS OF THE SEC ON THIS MATTER AND,
THEREFORE, NO ASSURANCE CAN BE GIVEN REGARDING THE PROPER APPLICATION OF THE
"ORDINARY TRADING TRANSACTION" EXEMPTION DESCRIBED ABOVE. ANY PERSONS INTENDING
TO RELY ON SUCH EXEMPTION ARE URGED TO CONSULT THEIR OWN COUNSEL AS TO THE
APPLICABILITY THEREOF TO ANY PARTICULAR CIRCUMSTANCES.

      GIVEN THE COMPLEX NATURE OF THE QUESTION OF WHETHER A PARTICULAR PERSON
MAY BE AN "AFFILIATE" OF REORGANIZED RHG OR "UNDERWRITER" WITH RESPECT TO THE
NEW UNSECURED NOTES, THE NEW SECURED NOTES, OR THE NEW COMMON STOCK, THE DEBTOR
MAKES NO REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN SUCH
SECURITIES AND RECOMMENDS THAT HOLDERS OF CLAIMS OR INTERESTS CONSULT THEIR OWN
COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.

      State securities laws generally provide registration exemptions for
subsequent transfers by a bona fide owner for the owner's own account and
subsequent transfers to institutional or accredited investors. Such exemptions
generally are expected to be available for subsequent transfers of the New
Unsecured Notes, the New Secured Notes, and the New Common Stock.

      (C)   CERTAIN TRANSACTIONS BY STOCKBROKERS

      Under section 1145(a)(4) of the Bankruptcy Code, stockbrokers effecting
transactions in the New Common Stock prior to the expiration of 40 days after
the first day on which such securities were bona fide offered to the public by
Reorganized RHG or by or through an underwriter are required to deliver to the
purchaser of such securities a copy of this Disclosure Statement (and
supplements hereto, if any, if ordered by the Bankruptcy Court) at or before the
time of delivery of such securities to such purchaser. In connection with prior
bankruptcy cases, the staff of the SEC has taken so-called "no-action" positions
with respect to noncompliance by stockbrokers with such requirement in
circumstances in which the debtor was, and the reorganized debtor was to
continue to be, subject to and in compliance with the periodic reporting
requirements of the Exchange Act. THE VIEWS OF THE SEC ON THIS MATTER, HOWEVER,
HAVE NOT BEEN SOUGHT BY THE DEBTOR AND, THEREFORE, NO ASSURANCE CAN BE GIVEN
REGARDING THE POSSIBLE CONSEQUENCES OF NONCOMPLIANCE BY STOCKBROKERS WITH THE
DISCLOSURE STATEMENT DELIVERY REQUIREMENTS OF SECTION 1145(a)(4). STOCKBROKERS
ARE URGED TO CONSULT THEIR OWN COUNSEL WITH RESPECT TO SUCH REQUIREMENTS.



                                       62
<PAGE>
      (D)   REGISTRATION UNDER THE TRUST INDENTURE ACT OF 1939

      With respect to the New Unsecured Notes and the New Secured Notes, to the
extent applicable, Reorganized RHG will take whatever steps are necessary to
comply with the Trust Indenture Act of 1939, as amended.

      THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATURE AND HAS BEEN
INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FOR INFORMATIONAL PURPOSES. THE
DEBTOR DOES NOT MAKE ANY REPRESENTATIONS CONCERNING, AND DOES NOT PROVIDE ANY
OPINION OR ADVICE WITH RESPECT TO, THE SECURITIES LAW AND BANKRUPTCY LAW MATTERS
DISCUSSED ABOVE. THE DEBTOR ENCOURAGES EACH PERSON WHO IS TO RECEIVE SECURITIES
UNDER THE PLAN TO CONSIDER CAREFULLY AND CONSULT WITH SUCH PERSON'S LEGAL
ADVISORS WITH RESPECT TO SUCH MATTERS.

XII.  ALTERNATIVES TO PLAN

      If the Plan is not confirmed and consummated, the Debtor's alternatives
include (i) liquidation of the Debtor under Chapter 7 or Chapter 11 of the
Bankruptcy Code and (ii) the preparation and presentation of an alternative plan
or plans.

      (A)   CHAPTER 7 LIQUIDATION

      If no Chapter 11 plan can be confirmed, the Chapter 11 Case may be
converted to Chapter 7 of the Bankruptcy Code in which a trustee would be
elected or appointed to liquidate the remaining assets of the Debtor. A
discussion of the effect that a Chapter 7 liquidation would have on the recovery
of Holders of Claims and Interests is set forth in SECTION VI(B)(2)-(3), above.
The Debtor believes that liquidation under Chapter 7 would result in lesser
distributions being made to creditors than those provided for in the Plan
because of the additional administrative expenses involved in the appointment of
a trustee and attorneys and other professionals to assist such trustee.

      (B)   ALTERNATE PLAN

      If the Plan is not confirmed, the Debtor or any other party in interest in
the Chapter 11 Case could attempt to formulate and propose a different plan or
plans of reorganization. Such plan could involve another form of reorganization
or an orderly liquidation of the Debtor's assets under Chapter 11. The Debtor
does not believe an alternative Chapter 11 plan can be formulated that provides
greater distributions to creditors than is provided under the Plan. The Plan is
premised on distributions to creditors under the priorities established by the
Bankruptcy Code within a short period of time. An alternative Chapter 11 plan
likely would involve further negotiations and formulation -- increasing
administrative expenses and thus reducing creditor distributions -- and likely
would delay, perhaps significantly, the timing of distributions to creditors.



                                       63
<PAGE>
XIII. CONCLUSION

      Voting on the Plan by each Holder of a Claim or Interest entitled to vote
is important. After carefully reviewing the Plan and this Disclosure Statement,
please indicate your vote on the enclosed Ballot(s) and return same in the
pre-addressed envelope provided for this purpose to the Voting Agent by the
Voting Termination Date.







                                       64
<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
<PAGE>
XIV.  DISCLOSURE STATEMENT EXHIBITS

      Exhibit A:  Plan
      Exhibit B:  List of All Debtor's Stores, Both Leased and Owned
      Exhibit C:  Liquidation Analysis
      Exhibit D:  Debtor's Consolidated Projections-Monthly (FY2003 and 2004)
      Exhibit E:  Debtor's Consolidated Projections-Annually (FY2003-FY2010)
      Exhibit F:  Debtor's Historical Financial Information
      Exhibit G:  Form of Indenture for New Unsecured Notes
      Exhibit H:  Form of Indenture for New Secured Notes
      Exhibit I:  Description of Collateral for New Secured Notes
      Exhibit J:  Leases Expected to be Assumed