Summit Family Restaurants Inc Watch

from 10-K405 1 page <page> 1 Third Amendment to Bylaws of Summit Family Restaurants Inc. November 30, 1995 at a Meeting of the Board of Directors of Summit Family Restaurants Inc., (The "Company"), for Which Adequate Notice Was Given, and Upon Motion Duly Made and Seconded, the Board of Directors of the Company Unanimously Resolved, to Amend the Bylaws of the Company to Provide That the Fiscal Year End on the Last Monday in September Rather Than the Last Sunday in September, and Thereby Amend Article VI of the Bylaws to Read as Follows: The Fiscal Year of the Corporation Shall End on the Last Monday in September of Each Year. Further Resolved, That the Foregoing Amendment to Article VI of the Bylaws Shall Be Effective as of the Beginning of Fiscal Year 1989. Dated This 30th Day of November, 1995. /S/ Charlotte L. Miller Charlotte L. Miller Corporate Secretary

from 10-K405 1 page <page> 1 Certificate of Change of Location of Registered Office and of Registered Agent It Is Hereby Certified That: 1. the Name of the Corporation (Hereinafter Called the "Corporation") Is: Summit Family Restaurants Inc. 2. the Registered Office of the Corporation Within the State of Delaware Is Hereby Changed to 32 Loockerman Square, Suite L-100, City of Dover 19904, County of Kent. 3. the Registered Agent of the Corporation Within the State of Delaware Is Hereby Changed to the Prentice-Hall Corporation System, Inc., the Business Office of Which Is Identical With the Registered Office of the Corporation as Hereby Changed. 4. the Corporation Has Authorized the Changes Hereinbefore Set Forth by Resolution of Its Board of Directors. Signed on July 11, 1995. /S/ Charlotte L. Miller [Typed Title of Authorized Officer] Senior V.P. & Secretary

from 10-K405 1 page <page> 1 Certificate of Amendment of the Certificate of Incorporation of Jb's Restaurants, Inc. (Pursuant to Delaware Code, Title 8, Section 242) Don M. McComas Hereby Certifies That: 1. He Is the President of Jb's Restaurants, Inc. (The "Corporation"); 2. Article First of the Corporation's Certificate of Incorporation Is Hereby Amended in Its Entirety as Follows: First: The Name of This Corporation Is: Summit Family Restaurants Inc. 3. the Foregoing Amendment Was Duly Approved by the Corporation's Board of Directors and the Corporation's Shareholders. the Undersigned Hereby Certifies, Under Penalties of Perjury, That the Foregoing Amendment Is His Individual Act and Deed, and the Act and Deed of the Corporation, and That the Facts Stated Above Are True. Date: April 4, 1995 /S/ Don M. McComas Don M. McComas, President

from 10-K405 1 page <page> 1 Certificate of Ownership and Merger Merging Jb's Specialty Restaurants, Inc. Into Jb's Restaurants, Inc. (Pursuant to Section 253 of the General Corporation Law of Delaware) Jb's Restaurants, Inc., a Delaware Corporation (The "Corporation"), Does Hereby Certify: First: That the Corporation Is Incorporated Pursuant to the General Corporation Law of the State of Delaware. Second: That the Corporation Owns All of the Outstanding Shares of Each Class of Capital Stock of Jb's Specialty Restaurants, Inc., a Delaware Corporation. Third: That the Corporation, by the Following Resolutions of Its Board of Directors, Duly Adopted on the 15th Day of October, 1993, Determined to Merge Into Itself Jb's Specialty Restaurants, Inc. on the Conditions Set Forth in Such Resolutions. Resolved, That Jb's Restaurants, Inc. Merge Into <page> 2 Itself Its Subsidiary, Jb's Specialty Restaurants, Inc., and Assume All of Said Subsidiary's Liabilities and Obligations; and Further Resolved, That the President and Secretary of This Corporation Be and They Hereby Are Directed to Make, Execute and Acknowledge a Certificate of Ownership and Merger Setting Forth a Copy of the Resolution to Merge Said Jb's Specialty Restaurants, Inc. Into This Corporation and to Assume Said Subsidiary's Liabilities and Obligations and the Date of Adoption Thereof and to File the Same in the Office of the Secretary of State of the State of Delaware and a Certified Copy Thereof in the Office of the Recorder of Deeds of New Castle County. in Witness Whereof, Said Jb's Restaurants, Inc. Has Caused Its Corporate Seal to Be Affixed and This Certificate to Be Signed by Clark D. Jones, Its President, and Charlotte L. Miller, Its Secretary, This 15th Day of October, 1993. Jb's Restaurants, Inc. By: /S/ Clark D. Jones Clark D. Jones, President Attest: 2 <page> 3 By: /S/ Charlotte L. Miller Charlotte L. Miller, Secretary 3

from 10-K405 1 page Amendment to the Bylaws 10/27/93

from 10-K405 1 page Amendment to the Bylaws 11/19/92

from 10-K405 ~5 pages Cert. of Amend. of the Cert of Incorp., 2/25/87

from 10-K405 ~5 pages Bylaws Dated February 25, 1985

from 10-K405 ~20 pages Certificate of Incorporation

from 10-Q 1 page <page> 1 Certificate of Amendment of the Certificate of Incorporation of Jb's Restaurants, Inc. (Pursuant to Delaware Code, Title 8, Section 242) Don M. McComas Hereby Certifies That: 1. He Is the President of Jb's Restaurants, Inc. (The "Corporation"); 2. Article First of the Corporation's Certificate of Incorporation Is Hereby Amended in Its Entirety as Follows: First: The Name of This Corporation Is: Summit Family Restaurants Inc. 3. the Foregoing Amendment Was Duly Approved by the Corporation's Board of Directors and the Corporation's Shareholders. the Undersigned Hereby Certifies, Under Penalties of Perjury, That the Foregoing Amendment Is His Individual Act and Deed, and the Act and Deed of the Corporation, and That the Facts Stated Above Are True. Date: April 4, 1995 /S/ Don M. McComas, President