EXHIBIT 3.1

18 August 1997 18th Floor
260 Queen Street, Brisbane
G.P.O. Box 2237, Brisbane
Qld. 4001 Australia
Telephone No. (07) 3227 2513
Facsimile No. (07) 3221 9620

Mr K. Perkins, CORPORATE AND INSTITUTIONAL
President and Chief Executive Officer, BUSINESS QUEENSLAND
Collins Foods International Pty Ltd,
16 - 20 Edmondstone Street, Our ref: AMH:FGP
NEWMARKET, QLD 4051 Your ref:

Dear Kevin,

We refer to our recent negotiations/discussions and have pleasure in confirming
Westpac's approval to the provision or continuation of facilities to Collins
Foods International Pty Ltd and its wholly owned subsidiaries (the "GROUP") on
the following terms and conditions:

Please note that to the extent of any inconsistency between this letter and the
discussion papers given by Westpac to the Group, the terms of this offer shall
prevail.

"GROUP" may, as the context requires, also be used to refer to any one or more
of the companies within the Group.

Unless otherwise stated all amounts are in Australian dollars.

BORROWING COMPANIES:
- --------------------

Collins Foods International Pty Ltd A.R.B.N. 009 980 250 ("CFI"),

NEW/INCREASED/ALTERED LIMITS:
- -----------------------------

Facility New Limit Change In Limit
-------- --------- ---------------

ON ACCOUNT OF CFI AND CFM.
--------------------------

1. Bill Facility (Joint facility of CFI and CFM) $62,000,000 +$62,000,000

2. Risk Management Line (This facility is available for use at the option
of the company in respect of the $62,000,000 Bill
Facility only)
ON ACCOUNT OF CFI AND/OR CFM AND/OR SIZZLER
-------------------------------------------

3. Revolving Lease Facility $ 5,000,000 +$ 5,000,000

If accepted availability of these facilities will be subject to the execution
by the Group of Loan Facility Documentation satisfactory to Westpac.

PURPOSE:
- -------

1. Initially to assist CFI repatriate funds to Sizzler International Inc for
the purpose of repaying the sum owed to US creditors under the Chapter 11
Bankruptcy plan of restructure approved by the US courts. We understand
that that repatriation shall be achieved by the repayment of intercompany
debt and the declaration of a dividend.

2. To be used exclusively for hedging interest rate exposure on the Bill
Facility.

3. To absorb the existing amortising lease facility and assist with the
acquisition of new ovens and other equipment for its businesses.

TERMINATION DATE:
- -----------------

The termination dates of the following facilities shall be:

Facility New Termination Date
-------- --------------------

Bill Facility The Bill Facility is to clear in full on or before the last
day of the month in which the day which is five (5) years
from the day that facility is first drawn occurs.

TOTAL FACILITIES:
- -----------------

Total facilities available to the Group will be as follows provided that the
amount outstanding under each facility does not exceed the corresponding
limit:

Facility Facility Limit
- -------- --------------

ON ACCOUNT OF CFI AND CFM
- -------------------------

Bill Facility (Joint facility of CFI and CFM) $62,000,000.00

Risk Management Line

ON ACCOUNT OF CFI AND/OR CFM AND/OR SIZZLER
- -------------------------------------------
Revolving Lease Facilities (Each company shall have a separate $ 5,000,000.00
facility. The Facility Limit shall be split between the three
facilities as required from time to time.)

ON ACCOUNT OF CFI
- -----------------

Bank Guarantee Facility $ 235,087.00

ON ACCOUNT OF SIZZLER
- ---------------------

Bank Guarantee Facility $ 76,500.00

TNA $ 400,000.00

ON ACCOUNT OF CFM
- -----------------

Bank Guarantee Facility $ 5,000.00

Cheque Cashing Facility $ 2,500.00

TNA $ 915,000.00

FACILITY USAGE
- --------------

The companies are not obliged to sign any documentation, fulfil any condition
precedent or use the facilities. However Westpac is not obliged to provide
the facilities until the Securities (defined in the section titled "SECURITY"
below) have been executed and conditions precedent

(described in the section titled "CONDITIONS PRECEDENT") discharged in
accordance with the terms of this letter.

SPECIAL CONDITIONS:
- -------------------

This offer and the continued availability of facilities are subject to the
following conditions:

EXPIRY
------

This offer is open for acceptance until it expires upon close of business
on 31 August 1997 or such later date as Westpac may agree in writing and
is subject to there not occurring between the date of this offer and the
signing of documentation any event which, in the opinion of Westpac,
might affect the value or acceptability of security offered to or held by
Westpac or the ability of the Group to repay its facilities.

REVIEW
------

The continuation of facilities (and the terms and conditions of each
facility), other than the Bill Facility and Revolving Lease Facility, is
subject to review at such times as Westpac shall consider appropriate.
To determine whether facilities will continue to be extended Westpac must
be supplied with:

-- the Group's (on an individual and consolidated basis), audited
balance sheet and profit and loss statement for the financial year
ending 30 April 1997 (by 31 October 1997).

-- Such other information on the financial condition and operations
of the Group as Westpac may reasonably request from time to time.

If Westpac does not receive this material by the date specified, Westpac
may, after giving 30 days notice of its intention to do so, notify the
Group that the facilities have been cancelled and require immediate
repayment of all monies owing (actually or contingently) to it. The Group
may rectify any failure to provide Westpac with information during the
30 day period.

INCREASED COSTS
---------------

If there is any change in, any making of, or any change in the
interpretation or application of any law or any control, request or
directive of the Reserve Bank of Australia or any other authority
(including, without limitation, with respect to taxation, reserve,
liquidity, capital adequacy, special deposit or similar requirements)
Westpac reserves the right to vary any of the terms of the Group's
facilities.

WITHHOLDING TAX
---------------

All payments made to Westpac are to be made net of any withholding tax
payable thereon. The Group shall provide such evidence of the payment of
this tax as may be reasonably requested by Westpac.

CHANGE OF OWNERSHIP
-------------------

The continuation of facilities will be subject to review if any one or
more of the Group becomes the subsidiary of another company which is not
a guarantor of the facilities, or there is otherwise a change of
ownership or control of the Group, or any company giving security or
comfort for the facilities extended. Upon the occurrence of such an
event, Westpac shall have the right to terminate the Group's facilities
or vary any of the terms of those facilities.

EXTERNAL ADMINISTRATION
-----------------------

The Group's facilities shall become immediately due and payable if:

-- The Board of Directors of the Group resolves to appoint an
Administrator or an Administrator is appointed to the Group
pursuant to the provisions of the Corporations Law; or

-- Any person becomes a Controller of any of the property of the
Group for the purposes of the Corporations Law; or

-- Any company within the Group resolves that it be wound up (except
where Westpac otherwise consents for the purposes of solvent
reconstruction); or

-- A Liquidator or Provisional Liquidator is appointed to any company
within the Group (except where Westpac otherwise consents for the
purposes of solvent reconstruction); or

-- An event which is analogous to any of the events described in the
preceding paragraphs or which has a substantially similar effect
occurs under any other law applicable to the Group.

SHARE BUY BACK
--------------

The Group will not directly or indirectly acquire, or support the
acquisition or proposed acquisition of either its/their own shares or
shares in any other company which has a direct or indirect shareholding
in it without Westpac's written consent.

Breach of this undertaking will, at the option of Westpac, render all
facilities payable in full forthwith.

FACILITY REPAYABLE ON DEMAND
----------------------------

Except for the Bill Facility and the Revolving Lease facility, these
facilities are available at the discretion of Westpac. Westpac may at
any time (before the facilities mature) require the immediate payment by
the Group of:

-- All monies owing under the facilities.

-- An amount equal to the face amount of all outstanding
accommodation bills discounted accepted or endorsed by Westpac
(notwithstanding that those bills have not yet matured).

-- All monies which Westpac may become liable to pay to any other
person under the facilities, including (without limiting the
generality) monies which may become payable by Westpac under any
guarantees, undertakings, letters of credit and/or forward
exchange contracts which Westpac may have entered into at the
request (express or implied) of the company.

The Bill Facility agreement and the Revolving Floating Rate Master Lease
Agreement (to be agreed between the Group and Westpac) will contain
events of default applying to those facilities.

PROPERTY VALUATIONS
-------------------

The continuation of facilities will be subject to revaluation of the
freehold security property(ies) on a vacant possession basis and on a
going concern basis by 30 April 2000 or before that date if in Westpac's
opinion the value has diminished by not less than 10%. Valuation is to
be for mortgage security purposes and be attended to by a registered
valuer acceptable to Westpac.

Westpac reserves its rights to vary the terms and conditions of the
facility(ies) if the valuation report discloses matters materially
adverse to Westpac's security over the properties.

All costs associated with the obtaining of valuation reports are for the
account of the company.

JOINT FACILITIES:
- -----------------

Where a facility is made available to more than one company on a joint basis
(eg. the Bill Facility), each company shall be primarily liable for the
amount drawn by it (whether jointly or severally).

Subject to the terms of any guarantee given by it, it shall not be liable for
amounts drawn by another company or interest and fees thereon unless those
amounts are drawn jointly by that company and another company or companies.
All such companies shall be jointly and severally liable for all other
amounts owing under the relevant facility.

UTILISATION:
- ------------

The facilities will be made available (upon completion of securities to
Westpac's satisfaction and where appropriate, formal letters noting limit and
agreements) as follows:

BILL FACILITY
-------------

by individual bills for a fixed period ranging between 30 and 180 days
(inclusive) each for a sum of:

$100,000,
$500,000, or
$1,000,000 (or such other amount as the Group and Westpac may agree)

Where Westpac is to discount the bills itself and is authorised by the
Group to prepare those bills on the Group's behalf, Westpac may prepare
one bill having a face amount equal to the aggregate amount of the bills
referred to in the relevant drawdown notice.

DRAWDOWN NOTICES MUST BE GIVEN

Drawdown notices must be given at least 1 clear day (or such lesser time
as Westpac may agree) before drawdown. That notice shall specify (among
other things) the face value of the bills being discounted, the term for
which they are to be discounted, which company is to issue them and the
drawdown date for those bills. The Group may also request Westpac to
prepare and sign those bills on its behalf.

ONLY ONE COMPANY MAY HAVE BILLS OUTSTANDING AT ANY ONE TIME

Westpac shall not be obliged to accept a drawdown notice from CFM or CFI
if at any time during which the bills referred to in that notice are
outstanding, bills drawn by the other company would be outstanding.

The first bills drawn under the Bill Facility must be drawn pursuant to a
drawdown notice issued by CFI. Subject to the following condition (marked
"Switching") subsequent drawdown notices may be issued by either CFI or
CFM.

SWITCHING

A "SWITCH" occurs when (subject to the foregoing restrictions) CFI ceases
to draw bills and CFM commences drawing bills under the Bill Facility, or
vice versa.

The Group may not Switch if the last Switch was less than 12 months
earlier.

RISK MANAGEMENT LINE
--------------------

as required by the Group, but only for hedging discount amounts payable
to Westpac under the Bill Facility. The expiry date for each "hedge" is
to correspond to the day on which the relevant bills mature. Having
regard to the repayment schedule, a "hedge" may be taken out in
anticipation of bills being drawn some time in the future.

REVOLVING LEASE FACILITY
------------------------

by individual leases negotiated between the Group and Westpac.

Each lease shall only be granted to one of the companies on whose account
the facility has been extended. The aggregate amount outstanding under
all leases granted to CFI, CFM and Sizzler must not exceed the Revolving
Lease Facility Limit

Each lease shall be subject to the terms of a master lease agreement and
be for a term of not more than 5 years.

BANK GUARANTEE FACILITY
-----------------------

by individual undertakings issued by Westpac, negotiated between the
Group and Westpac. The Group is to give Westpac an indemnity for each
undertaking issued by it.

TNA
---

as required by the Group.

CHEQUE CASHING AUTHORITIES
--------------------------

as required by the Group.

BILL FACILITY LIMIT REDUCTIONS:
- -------------------------------

REDUCTIONS
----------

The Bill Facility Limit shall be reduced by:

(a) (SCHEDULED REDUCTIONS):

(i) $1,500,000 on 31 December 1997;
(ii) $1,500,000 on 30 March 1998;
(iii) $2,000,000 on the last business day of each quarter thereafter,
commencing 30 June 1998;

PROVIDED that Westpac shall give CFI and CFM 60 days to remedy a failure
to pay an amount due on the date of a Scheduled Reduction if the
following conditions exist:
(1) Westpac is satisfied that on the date of a Scheduled Reduction CFI
does not have credit working funds available to it of more than
$4,000,000 after making the deductions set out in sub-paragraphs
(b)(i) a) to d) below; and
(2) The total amount of Scheduled Reductions and Asset Based Reductions
paid by CFI and CFM are not less than an amount being 125% of the
Scheduled Reductions due in accordance with the following formulae:

a) During the first year of the Bill Facility in relation to the
third and fourth Scheduled Reductions only, where the total
amount paid in reductions by CFI and CFM to Westpac is not less
than 125% of the sum of the previous Scheduled Reductions; and
b) During each subsequent year where the total amount paid in
reductions by CFI and CFM to Westpac over the previous 365 days
(not counting the Scheduled Reduction due on the corresponding
day of the previous calendar year and reductions whose due date
for payment fell more than 365 days ago) is not less than 125%
of the sum of the first three Scheduled Reductions falling due
in that period

AND PROVIDED that:
(1) CFI or CFM shall make payment of such part of the relevant
Scheduled Reduction as is equal to the "excess" referred to in sub-
paragraph (b)(i) below after adding back the reduction referred to
in sub-paragraph (b)(i)a) on the due date of that Scheduled
Reduction; and
(2) the unpaid amount or part of any Scheduled Reduction shall attract
the same rate of interest as any amount due and owing but unpaid to
Westpac under the terms of the Bill Facility agreement.

(b) (ASSET BASED REDUCTIONS):
(i) an amount agreed between CFI and Westpac equal to credit funds
held in excess of $4,000,000 after making the following
deductions:
a) a reduction, referred to in paragraph (a) above, which falls
due on the same day as this reduction;
b) anticipated tax payments during the following quarter;
c) capital expenditure due in the following quarter and consented
to by Westpac; and
d) unpresented cheques forwarded to external trade creditors
(including KFC Australia Pty Ltd) during that quarter

on the last business day of the relevant quarter on the business
day following that quarter and commencing 31 December 1997. (The
procedure for determining this amount is described below.)

(ii) an amount equal to:
a) 50% of the proceeds from the sale (other than a sale for the
purpose of a sale and leaseback) of unprofitable Sizzler stores
received before 30 April 1998; and
b) 75% of the proceeds of any other asset sales
on the day the settlement proceeds are received by the Group.

However if the day upon which settlement proceeds are received by
the Group does not coincide with a bill rollover date the Bill
Facility Limit reduction shall take place on the first bill
rollover date occurring after that provided that the proceeds of
sale have been deposited with Westpac in a specially nominated
account over which Westpac has an immediate right of set-off and
appropriation.

CANCELLATION
------------

The Bill Facility Limit shall be cancelled on the Termination Date.

AGREEING THE REDUCTION AMOUNT REFERRED TO IN (B)(I) ABOVE
---------------------------------------------------------

The amount of the reduction described in paragraph (b)(i) (the REDUCTION
AMOUNT) shall be agreed as follows:

(a) At least two business days before the end of each quarter CFI shall
deliver a certificate (signed by two directors) to Westpac. That
certificate shall certify:

(i) the projected cash balance on last business day of the quarter;
(ii) the relevant reduction referred to in paragraph (a) of the
section headed "REDUCTIONS" above;
(iii) anticipated tax payments during the following quarter;
(iv) planed capital expenditure due in the following quarter; and
(v) unpresented cheques forwarded to external trade creditors
(including KFC Australia Pty Ltd) during that quarter.
The certificate is to state the proposed Reduction Amount due at the
end of that quarter.
(b) Westpac shall then either confirm the Reduction Amount or propose an
alternative Reduction Amount.
(c) The alternative Reduction Amount shall be negotiated in good faith.
(d) The amounts described above may be rounded to the nearest $100,000.00.
Unpresented cheques (described in (v) above) aggregating less than
$100,000.00 need not be included in the certificate.

REPAYMENT:
- ----------

BILL ACCEPTANCE AND DISCOUNT LINES
----------------------------------

cover to be provided on maturity date of each bill. Bills may be
"rolled over" at maturity, but in any event, the maturity date of any
bill is not to be later than the Termination Date.

SECURITY:
- ---------

That already held by Westpac. Furthermore it is a condition precedent to the
granting of the facilities that the security described in Schedule A (the
"SECURITY") be provided.

The Security is to be in form and substance acceptable to Westpac.

This letter confers no rights on Westpac to enforce the giving of the
security, but there is no obligation to make all or any part of the
facilities available until it is signed and delivered in a form satisfactory
to Westpac.

CONDITIONS PRECEDENT:
- ---------------------

The following are conditions precedent to the availability of the facilities:

-- the execution and delivery to Westpac of the Security in form and
substance acceptable to Westpac;

-- the giving to Westpac of CFI's consent to Westpac discussing with
Pepsico Restaurants Inc (or as the case may be its subsidiaries,
"PRI") Westpac's involvement with CFI with the view of working
amicably with PRI in the event of a default situation;

-- the delivery to Westpac of:

. the valuations referred to in the paragraph marked "PROPERTY
--------
VALUATIONS" above;
----------

. details of the breakup between the dividends and intercompany
loan repayment referred to in item 1 of the paragraph marked
"PURPOSE" above;
-------

. consolidated balance sheet and profit and loss statements as at
21 July 1997 for each of the following:
== the Group (CFI and subsidiaries); and
== Sizzler International Marks Inc. and its subsidiaries ("SIM
GROUP"), and

. a combined consolidated balance sheet and profit and loss
statements of the Group and SIM Group [financial ratio
covenants shall be tested against this consolidation]; and

. a complete list of all intercompany liabilities as at 21 July
1997 and a list of projected intercompany liabilities following
drawdown of the Bill Facility;

-- the execution and delivery to Westpac of such ancillary
documentation (including bill rollover notices), formal letters
and agreements as Westpac may require;

-- Approval by the United States Bankruptcy Court Central Division of
California to an amendment to the Plan of Reorganisation inserting
a provision enabling payment of a lump sum amount by Sizzler
International Inc in full discharge of the obligations of the
Group and the SIM Group under the Plan. (This condition cannot be
waived by Westpac);

-- confirmation from US counsel (acceptable to Westpac) that:

. the amended plan of reorganisation (sanctioning a transaction
of this nature) has been approved by the United States
Bankruptcy Court Central Division of California;

. the facilities and the Security will be unaffected by the
remaining Chapter 11 arrangements;

. intercompany loans will be effectively subordinated to these
facilities;

. none of the companies within the Group and within the SIM Group
will have guarantee obligations to the creditors in relation to
the obligations of Sizzler International Inc or its other
subsidiaries; and

. the securities are enforceable on their terms;

-- the satisfaction by the Group of any conditions stated in any
agreement relating to the provision of finance to be conditions
precedent to the drawdown of funds under the facilities;

-- the payment to Westpac by the Group of the Establishment Fee;

-- (in the case where there will be no certificate of title available
for properties mortgages in favour of Westpac) the lodgement of
the abovementioned bill of mortgage at the Lands Registry Office
and receipt by Westpac of a search (conducted by it) confirming
registration of the said mortgage;

-- the delivery to Westpac of an up-to-date copy of the Group's
insurance policy(ies) insuring all assets forming part of
Westpac's security for full replacement value against fire and
other risks duly signed by the insurance company(ies) and having
the interest of Westpac noted thereon as mortgagee; and

-- the execution of a certificate by Westpac's legal advisers
(including advisers in the United States) in relation to
legalities and the capacity of the Group and the sureties to

grant the security and enter into the facilities under the
relevant laws (including Chapter 11 of the US Bankruptcy law).

INTEREST RATES:
- ---------------

UNARRANGED EXCESSES
-------------------

Any amount owing in excess of arrangements will attract an interest
charge equal to the rate then charged by Westpac on current accounts
overdrawn without arrangements (presently the Unarranged Loan Rate of
19.499%). This rate is subject to fluctuation from time to time and is
frequently advertised in major news publications.

Interest on overdrawn accounts and loan accounts is calculated on daily
balances and is payable on the full amount from time to time owing by you
in such accounts. Interest may be debited by Westpac to those accounts
on such days and at the end of such periods as Westpac may from time to
time determine and on the basis that interest so debited shall itself
carry interest from date of debiting.

ACCEPTANCE FEE:
- ---------------

The Acceptance Fee will be based on a sliding scale, based on the ratio of
Total Senior Debt/EBIT, as follows:

a) not less than 3.5, 1.50%;
b) less than 3.5 but not less than 3.0, 1.25%;
c) less than 3.0 but not less than 2.5, 1.00%;
d) less than 2.5 but not less than 2.0, 0.75%; and
e) less than 2.0, 0.50%.

It shall be calculated on face value of bills and payable in advance.

"TOTAL SENIOR DEBT" means finance debt (including bill facilities and finance
lease and hire purchase obligations) other than intercompany debt
subordinated to Westpac's debt.

DISCOUNT RATE:
- --------------

Discount shall be the bid rate quoted on Reuters' page BBSY corresponding to
the tenor of each bill and, expressed as a yield to maturity, per annum.

ESTABLISHMENT FEE:
- ------------------

BILL FACILITY
-------------

An establishment fee of $612,000.00 is payable as follows:
-- $306,000.00 upon acceptance; and
-- $306,000.00 on completion of the documentation.

Amounts already paid towards the establishment fee shall be deducted from
that portion of the fee payable on acceptance.

A further establishment fee may be payable in the future should these
facilities be increased, extended or substantially varied (the amount of
the fee would normally be related to the amount of the revised facility).

If the Bill Facility is not drawn down the first $153,000.00 of the
establishment fee shall be payable (or as the case may be, non-
refundable).

BANK GUARANTEE FACILITY
-----------------------

An establishment fee of $50.00 is payable in relation to each bank
guarantee issued by Westpac on behalf of the Group. This fee is payable
when the relevant bank guarantee is issued.

OTHER FEES:
- -----------

BILL FACILITY
-------------

-- a line fee of 0.75% pa calculated quarterly in advance on the Bill
--------
Facility Limit will be payable on the first business day of April,
July, October and January.

-- a bill rollover fee of $100.00 shall be payable on each occasion bills
-----------------
are drawndown or rolled over.

BANK GUARANTEE FACILITY
-----------------------

-- a bank guarantee fee of 0.50% of the amount of each outstanding bank
------------------
guarantee shall be payable each half year in advance

ALL OTHER FACILITIES
--------------------

Fees payable in relation to all other facilities shall be subject to
separate agreements between the Group and Westpac.

OTHER CHARGES:
- --------------

All stamp duty (including penalty), statutory fees, registration fees, etc if
applicable attaching to the facilities, their utilisation and the associated
documentation (including this letter) are for the Group's account
(Accordingly the Group should satisfy itself by reference to its own legal
advisers as to the incidence of such duty and fees).

Solicitors' or legal fees or other expenses incurred by Westpac in connection
with the preparation, execution, stamping and registration of documentation
will be a charge for the Group's account. Westpac shall use its best
endeavours to minimise external legal costs, however the extent to which it
instructs and uses external lawyers remains wholly within Westpac's
discretion.

Document handling fees will be charged on each occasion it becomes necessary
to upstamp security documents throughout the life of the facilities.

PREPAYMENT:
- -----------

FOR OTHER THAN FIXED RATE FACILITIES
------------------------------------

Allowable upon reasonable notice in writing to Westpac, but in respect of
bill lines, only on maturity dates of the underlying bills.

FOR FIXED RATE FACILITIES
-------------------------

Prepayment is at the discretion of Westpac and the Group will be liable
for any costs incurred by Westpac in unwinding the facility - such costs
may be substantial.

FIXED RATE FACILITIES:
- ----------------------

Any agreement by Westpac to provide the Group with a fixed rate bill line or
term loan for a specified period is not to be taken as a limitation of
Westpac's rights to seek payment or repayment of monies owing to it at any
time in accordance with the terms set out herein.

Should Westpac for any reason require early payment or repayment of monies
owing to it under fixed rate facilities the company shall be liable for and
shall indemnify Westpac against the cost of unwinding the underlying fixed
rate arrangements.

ACCEPTANCE:
- -----------

Should the foregoing terms and conditions (which have been expressed in broad
terms) be acceptable to the Group, would you please arrange for CFI, CFM and
Sizzler to signify acceptance by having the duplicate of this letter signed
on behalf of those companies by company officers acting under the authority
of an appropriate resolution of the Board of Directors.

SCHEDULE A
----------

THE SECURITY

UNLIMITED FULLY INTERLOCKING GUARANTEE AND INDEMNITY by:
- ----------------------------------------------------

. Buffalo Ranch Australia Pty Ltd
. Collins Finance and Management Pty Ltd,
. Collins Foods Australia Pty Ltd,
. Collins Foods International Pty Ltd,
. Collins International Inc,
. Collins Property Development Pty Ltd,
. Furnace Concepts Australia Corp.,
. Gulliver's Australia Pty Ltd,
. Restaurant Concepts Australia Pty Ltd,
. Restaurant Concepts International Inc,
. Sizzler Australia Pty Ltd,
. Sizzler International Marks Inc.,
. Sizzler New Zealand Limited,
. Sizzler South Pacific Pty Ltd,
. Sizzler South-East Asia Inc, and
. The Italian Oven Australia Pty Ltd

whereby each guarantor guarantees the obligations of every other guarantor
(whether or not those liabilities are joint with one or more of them) to
Westpac.

This security will be supported by each of the following securities.

NEGATIVE PLEDGE WITH FINANCIAL RATIO COVENANTS by:
- --------------------------------------------------

that these companies and their controlled subsidiaries will or, (as the case may
be) will not do those things described in the panel marked "NEGATIVE PLEDGE
COVENANTS" below.

SUBORDINATION AGREEMENTS
- ------------------------

Principal, interest and dividends of any internal or shareholder loan (or
financial instrument equivalent) to be fully subordinated to the Senior Debt.
Subordination to be documented in an agreement between Westpac, CFI, Sizzler
International Inc and other companies affected by the subordination agreement.
That agreement is to include:

(1) CLAWBACK ARRANGEMENTS - An agreement by the subordinated party to pay to
Westpac moneys received in contravention of the subordination agreement.

(2) ACCELERATION - In the event that Westpac waives an event of default,
initiated either through default on the Senior Debt Facilities or cross
default on any subordinated shareholder/internal loan or any other default,
then any subordinated shareholder or internal loan provider forfeits its
right to accelerate repayment of that loan.

EACH OF THE BELOW LISTED SECURITIES SHALL SECURE OBLIGATIONS OWED BY THE
FOLLOWING PARTIES TO WESTPAC:

. the respective Mortgagor/Chargor
. Collins Foods International Pty Ltd
. Sizzler (Australia) Pty Ltd; and
. Collins Finance and Management Pty Ltd

FIRST REGISTERED CHARGE by Collins Foods International Pty Ltd over:
- -----------------------
. All its assets, undertaking and uncalled capital OTHER THAN THE KFC FRANCHISE
AGREEMENTS
. This charge is to be registered both in Nevada, USA and Australia.

UNDERTAKING by Collins Foods International Pty Ltd to grant Westpac a charge in
- -----------
registrable form over its interest in the KFC Franchise Agreements should:

(1) KFC agree to consent to it without onerous conditions (in CFI's reasonable
opinion) being imposed on CFI;
or
(2) CFI attempt to create or permit the creation of a charge over all or any
part of its interest in the franchise agreements in favour of another party.

UNDERTAKING by Collins Foods International Pty Ltd and Sizzler Australia Pty Ltd
to use their best endeavours to:

(1) obtain the consent of each lessor to the mortgage granted to Westpac; and
(2) procure that each lessor signs and returns to Westpac a consent and right of
entry in form and substance acceptable to Westpac

within 3 months of the day the Bill Facility is first drawn down.

FIRST REGISTERED CHARGE by Collins International Inc over:
- -----------------------
. All its assets, undertaking and uncalled

FIRST REGISTERED CHARGE by Restaurant Concepts International Inc. over:
- -----------------------
. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Collins Foods Australia Pty Ltd over:
- -----------------------

. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Collins Finance and Management Pty Ltd over:
- -----------------------

. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Sizzler Australia Pty Ltd over:
- -----------------------

. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Sizzler South Pacific Pty Ltd over:
- -----------------------

. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Collins Property Development Pty Ltd over:
- -----------------------
. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Gulliver's Australia Pty Ltd over:
- -----------------------
. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Buffalo Ranch Australia Pty Ltd over:
- -----------------------
. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by The Italian Oven Pty Ltd over:
- -----------------------
. All its assets, undertaking and uncalled capital

FIRST REGISTERED CHARGE by Sizzler International Marks Inc over:
- -----------------------
. All its assets and undertaking

FIRST REGISTERED CHARGE by Sizzler South-East Asia Inc over:
- -----------------------
. All its assets and undertaking

FIRST REGISTERED CHARGE by Furnace Concepts Australia Corp over:
- -----------------------
. All its assets and undertaking

FIRST REGISTERED CHARGE by Restaurant Concepts Australia Pty Ltd over:
- -----------------------
. All its assets and undertaking

FIRST REGISTERED CHARGE by Sizzler New Zealand Limited over:
- -----------------------
. All its assets and undertaking

REGISTERED FIRST MORTGAGE by Collins Foods International over:
- -------------------------
. Each freehold property owned by the company

REGISTERED FIRST MORTGAGE by Collins Foods International over:
- -------------------------
. Each leasehold property held by the company (subject to the Undertaking above)

REGISTERED FIRST MORTGAGE by Sizzler Australia Pty Ltd over:
- -------------------------
. Each leasehold property held by the company (subject to the Undertaking above)

REGISTERED FIRST MORTGAGE by Sizzler Australia Pty Ltd over:
- -------------------------
. Each freehold property owned by the company

REGISTERED FIRST MORTGAGE by Gulliver's Australia Pty Ltd over:
- -------------------------
. Each freehold property owned by the company

NEGATIVE PLEDGE COVENANTS

Negative Pledge and Financial Ratio Covenants shall be given by each company
within the Group and Sizzler International Marks Inc and Sizzler South-East Asia
inc.

FINANCIAL RATIO COVENANTS SHALL BE TESTED AGAINST THE COMBINED CONSOLIDATED
BALANCE SHEET AND PROFIT AND LOSS STATEMENTS OF THE GROUP, AND SIZZLER
INTERNATIONAL MARKS INC. AND ITS SUBSIDIARIES.

NEGATIVE PLEDGES

Each company pledges that it will not, without Westpac's prior written consent:

(1) pledge, charge or otherwise encumber their assets,

(2) dispose of assets except in the ordinary course of day to day trading

(3) without limiting 2. above, transfer their assets to any company which has
not granted Westpac a charge over all its assets, undertaking and uncalled
capital to secure the same moneys as secured by the Fully Interlocking
Guarantee and Indemnity described above.

FINANCIAL RATIO COVENANTS

Each company Undertakes that the Group and the SIM Group will maintain the
following financial ratios on a combined Group and SIM Group basis (unless
Westpac otherwise agrees to vary them, whether temporarily or otherwise):

1. EARNINGS GEARING - the sum of outstandings under financial indebtedness
(including finance lease obligations) (TOTAL SENIOR DEBT) to be not more
than:
(a) 4.5 times EBIT, until 30 April 1998, inclusive;
(b) 3.0 times EBIT, from 1 May 1998 to 30 April 1999, inclusive; and
(c) 2.5 times EBIT, thereafter.

2. EBIT/SENIOR INTEREST - EBIT to be not less than:
(a) 2.0 times (until 30 April 1998, inclusive); and
(b) 3.0 times (thereafter)

the sum of interest charged on the Term Facility and Overdraft, and the
interest component of finance lease charges (SENIOR INTEREST).

3. TOTAL LIABILITIES/TOTAL TANGIBLE ASSETS - Total Liabilities is not to exceed
[to be acceptable to and advised by Westpac]% of Total Tangible Assets.

4. CAPITAL OUTFLOW CAP - payments other than the proceeds of the first drawdown
of the Bill Facility (including dividend, intercompany loans or other
payments of a capital or income nature) to Sizzler International Inc or its
associated companies (other than Group companies) are to be capped at [a sum
to be advised by Westpac].

5. CAPITAL EXPENDITURE - In each of the following financial years Group capital
expenditure (including the Cost of leased assets and assets subject to hire
purchase agreements) is not to exceed the corresponding amounts without
Westpac's prior written consent. Year ending 30 April:

(a) 1998, $11,200,000.00;
(b) 1999, $10,300,000.00;
(c) 2000, $ 7,800,000.00;
(d) 2001, $11,300,000.00; and
(e) 2002, $11,900,000.00.

These capital expenditure limits are to be reviewed annually (commencing in
1998) following delivery to Westpac of the budgets referred to in the section
marked "REPORTING" below. Amendments, to these limits, agreed between CFI and
Westpac must be in writing and signed by CFI and Westpac.

6. TOTAL GROUP DEBT CAP - Total Group debt (definition to be agreed, but
excluding trade creditors, subordinated debt owing to Sizzler International
Inc or its subsidiaries, Transaction Negotiation Authorities and cheque
cashing authorities) to be not more than:

(a) AUD65 million (until 30 April 1998, inclusive);

(b) AUD55 million (until 30 April 1999, inclusive);

7. LIMITATION ON INDEBTEDNESS - No additional borrowings, including finance
leases (in excess of $10 million in total), to be incurred without the prior
written consent of Westpac.

8. LIMITATION ON OPERATING LEASES - No operating lease to be entered into beyond
an initially agreed figure without the prior written consent of the Bank.

9. MINIMUM TANGIBLE NET WORTH - Tangible Net Worth of the Group at all times to
exceed the greater of

(a) AUD80 million; and

(b) 85% of the previous year's Tangible Net Worth.

NOTE: THE COVENANT LEVELS WILL BE SUBJECT TO POSSIBLE REVISION FOLLOWING FINAL
- --------------------------------------------------------------------------------
DUE DILIGENCE AND FURTHER DISCUSSION
- ------------------------------------

The following General Undertakings will apply and include, without limitation:

REPORTING - The Group and Sizzler International Marks Inc. and its subsidiaries
are to provide to Westpac, without limitation:

1. Audited consolidated annual accounts (not later than 120 days from balance
date) of:

(a) the Group;
(b) Sizzler International Marks Inc. and its subsidiaries (the "SIM GROUP");
and
(c) the combined Group and SIM Group;

2. Consolidated annual three year projections and budgets (not later than 120
days from balance date) for:

(a) the Group;
(b) the SIM Group; and
(c) the combined Group and SIM Group;

3. Consolidated semi-annual accounts (within forty five days after the end of
the first half) of:

(a) the Group;
(b) the SIM Group; and
(c) the combined Group and SIM Group;

4. Consolidated quarterly management accounts of:

(a) the Group;
(b) the SIM Group; and
(c) the combined Group and SIM Group,

including, without limitation (Not later than thirty days from the end of
the relevant quarter and signed by two directors):

== a statement of interest rate and foreign exchange exposures at the time
of the report and details of hedging or other risk reduction strategies
applied by management to the exposures;

== financial covenant reporting completed on a rolling annual basis (this
certificate to be signed annually by the Company's auditors - at the time
of production of the annual accounts);

== balance sheet;

== profit and loss account;

== cash flow statement; and

== performance against budget and revised forecast for the month, quarter,
year to date and corresponding period last year,

5. At Westpac's request quarterly meetings to review quarterly management
accounts (within 14 days after receipt of the quarterly management accounts);

6. Any other information in relation to the Group's and SIM Group's financial
condition or business which Westpac may reasonably request; and

7. Any correspondence with a Government Agency which is likely to have a
material adverse affect on the Group's or SIM Group's business or assets.

ACCOUNTING PRINCIPLES - the Group and SIM Group will ensure that each annual
balance sheet, profit and loss account and cash flow statement provided to
Westpac:

1. In respect of annual accounts complies with:

(a) accounting principles and practices generally accepted in Australia or
the United States of America as appropriate consistently applied except
to the extent disclosed in them; and

(b) all applicable laws,

2. Gives a true and fair view in respect of all accounts of the respective
group's consolidated and unconsolidated state of affairs and the result of
the respective group's consolidated operations, at the date, and for the
period ending on the date, to which those statements are prepared.

The terms and conditions outlined above apply only insofar as they are not
inconsistent with existing terms and conditions applying to facilities which are
subject to specific written agreements which remain unchanged.

Yours sincerely,

...............................
SENIOR RELATIONSHIP MANAGER
- ---------------------------
CORPORATE BANKING QUEENSLAND
- ----------------------------

PLEASE READ THIS IMPORTANT NOTICE
---------------------------------

THE COMMISSIONER OF STAMP DUTIES RECENTLY RULED THAT CERTAIN LETTERS CONTAINING
OFFERS OF FINANCE (ESPECIALLY WHEN AD VALORUM MORTGAGE DUTY IS NOT PAID ON THE
SECURITY HELD WITH RESPECT TO THE FACILITY) CONSTITUTE DEBENTURES WITHIN THE
MEANING OF THE STAMP ACT AND CONSEQUENTLY ATTRACT STAMP DUTY AT THE RATE OF
$0.40 PER $100.00 OR PART THEREOF.

THE COMMISSIONER'S RULING WAS APPEALED IN THE SUPREME COURT AND OVERTURNED.

NEVERTHELESS A NUMBER OF STAMP DUTY ISSUES REMAIN CONTENTIOUS AND YOU SHOULD
OBTAIN YOUR OWN LEGAL ADVICE IN RESPECT OF THE STAMP DUTY PAYABLE ON THIS
DOCUMENT.

The foregoing terms and conditions are acknowledged this..................day
of........19......

For and on behalf of COLLINS FOODS INTERNATIONAL PTY LTD

.....................................

..................................... ..../..../....
Director

..................................... ..../..../....
Director/Secretary

For and on behalf of SIZZLER AUSTRALIA PTY LTD

..............................................

.............................................. ..../..../....
Director

.............................................. ..../..../....
Director/Secretary

For and on behalf of COLLINS FINANCE AND MANAGEMENT PTY LTD

..............................................

.............................................. ..../..../....
Director

.............................................. ..../..../....
Director/Secretary