from 10-K405 ~20 pages Certificate of Incorporation

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

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

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

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

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 <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 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 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 July 20, 1995 C. Dennis Scott, President Hometown Buffet, Inc. 9171 Towne Centre Drive Suite 575 San Diego, Ca 92122 Dear Mr. Scott: Summit Family Restaurants Inc. Understands That Hometown Buffet, Inc. Waives the Requirement That the Seventeenth Hometown Buffet Restaurant Location Be Opened on or Before December 31, 1995 as Required by Item II Development, Paragraph 1, of the Multiple Unit Agreement Dated October 9, 1991 as Amended by the First and Second Amendments Dated January 3, 1992, June 23, 1992, Respectively, and the Letter Amendment Dated November 30, 1993. Summit Understands That Hometown Buffet, Inc. Will Allow Summit Family Restaurants Inc. Until June 30, 1996 to Open the Seventeenth Location. Also, Summit Understands That All Other Requirements of the Development Schedule in the Multiple Unit Agreement Remain in Effect. Please Indicate Your Agreement With the Above by Signing Where Indicated Below. if You Have Any Questions, Please Contact Me. Very Truly Yours, Summit Family Restaurants Inc. /S/ Charlotte L. Miller Charlotte L. Miller Senior Vice President, General Counsel Clm:dj CC: Don M. McComas /S/ C. Dennis Scott C. Dennis Scott, President Hometown Buffet, Inc

from 10-K405 ~10 pages Form of Agrmnt Betwn the Co. and Others 8/17/95

from 10-K405 1 page Fiscal 96 Exec. Incentive Compensation Plan

from 10-K405 ~10 pages Separation Comp Plan Adopted by Bod 9/25/95

from 10-K405 1 page Ltr Agrmnt 1/4/95 Btwn Co. and Joseph Hollencamp

from 10-K405 ~50 pages Agrmnt and Plan of Merger and Reorg Btwn Co. & Cke

from 10-K405 1 page <page> 1 Hand Delivered December 1, 1995 440 Lawndale Drive Salt Lake City, Utah 84115 Re: Change of Control Agreement Dear: Summit Family Restaurants Inc. ("Summit") Has Entered Into a Change of Control Letter Agreement With You Dated August 17, 1995 ("Change of Control Agreement"). Summit Has Entered or Will Enter Into an Agreement ("Cke Agreement") With Cke Restaurants, Inc. ("Cke") for the Merger of Summit With a Subsidiary of Cke, Which Transaction the Board of Directors of Summit Has Determined Is in the Best Interest of the Shareholders, Officers and Employees of Summit. Cke Has Requested an Amendment to the Change of Control Agreement and Summit and You Have Agreed to Amend the Change of Control Agreement as Follows: 1. You Agree That in the Event You Voluntarily Terminate Your Employment With Summit or Summit's Successor Within (90) Days Immediately Following the Closing of the Transaction Contemplated by the Cke Agreement ("Mandatory 90 Day Period") You Shall Forfeit All Your Benefits Under the Change of Control Agreement and the Change of Control Agreement Shall Have No Further Force or Effect. During the Mandatory 90 Day Period You Shall Continue to Receive Salary Equivalent to Your Current Salary. 2. Summit Agrees That the 90 Day Period Described in Paragraph 2(a) of the Change of Control Agreement, During Which You May Voluntarily Terminate Your Employment and Receive Your Benefits Under the Change of Control Agreement, Shall Begin Immediately Following the End of the Mandatory 90 Day Period. <page> 2 Change of Control Agreement December 1, 1995 Page 2 3. All Other Provisions of the Change of Control Agreement Shall Remain in Full Force and Effect. Please Indicate Your Acceptance of the Foregoing Terms by Executing This Letter Where Indicated Below. Very Truly Yours, Summit Family Restaurants Inc. Clark D. Jones Chairman of the Board - - Signature - Date

from 10-K405 1 page Computation of Per Share Income (Loss)

from 10-K405 1 page Subsidiaries of the Company

from 10-K405 1 page Consent of Kpmg Peat Marwick

from 10-K405 1 page Financial Data Schedule