Exhibit 10.13**Subscription Agreement

This Subscription Agreement (the "Agreement") ismade and entered into as of the 6th day of March, 2003, by andbetween Richard Rosenfield, an individual ("Rosenfield"), LarryS. Flax, or his successors in trust, as Trustee of the Larry S. Flax RevocableTrust dated June 18, 2002, as may be amended from time to time("Flax"), and California Pizza Kitchen, Inc., a CaliforniaCorporation ("CPK" and, collectively with Flax and Rosenfield,the "Subscribers") and LA Food Show, Inc., a Californiacorporation (the "Company"), with reference to the facts setforth below.  

WHEREAS, the Company, by action of the Board of Directors (the"Board"), has determined to raise capital by means of theissuance of shares of the Company's Series A 8% Convertible Preferred Stock (the"Shares") for a purchase price of $2.00 per share; and

WHEREAS, each of the Subscribers desire to purchase, and the Company desiresto sell, those number of Shares set forth across from each such Subscriber'sname in Section 1.1.

NOW, THEREFORE, in order to implement the foregoing and in consideration ofthe mutual representations, warranties, covenants and agreements containedherein and for other good and valuable consideration, the receipt and adequacyof which are hereby acknowledged, the parties hereto agree as follows:
Subscription for and Purchase of Shares
.
The Purchase.  Subject to the terms andconditions of this Agreement, each Subscriber hereby irrevocably subscribes forand purchases the following number of Shares set forth across from suchSubscriber's name for the purchase price of $2.00 per Share (the"Purchase"):
**Subscriber**Number of Shares Subscribed For**Total Subscription Price (the "PurchasePrice")
CPK
1,000,000 Shares
$2,000,000
Flax
500,000 Shares
$1,000,000
Rosenfield
500,000 Shares
$1,000,000**Payment of Purchase Price
.  
Each Subscriber hereby pays thePurchase Price set across from such Subscriber's name in Section 1.1 to theCompany in immediately good and available funds concurrently with the executionof this Agreement; 
provided
, 
however
, that the Company and eachSubscriber hereby agree and acknowledge that (i) $573,500 of the Purchase Pricedue and payable to the Company by Flax has previously been delivered by Flax tothe Company, and (ii) $573,500 of the Purchase Price due and payable to theCompany by Rosenfield has previously been delivered by Rosenfield to theCompany.  Each Subscriber further authorizes the Company to utilize immediatelythe full Purchase Price in furtherance of the Company's business.
**Closing; Closing Deliveries
.  
Closing
.
  The closing (the "
Closing
") of thePurchase and the transactions contemplated by this Agreement shall occur on thedate hereof at 10:00 a.m., Los Angeles time, at the offices of AlschulerGrossman Stein & Kahan LLP, The Water Garden, 1620 26th Street, FourthFloor, North Tower, Santa Monica, CA 90404.
**Company Deliveries
.  At the Closing, the Company shall deliver (orshall have previously delivered) to each Subscriber:
- an executed copy of this Agreement;
- an executed copy of the Company's Certificate of Determination of Series A8% Convertible Preferred Stock certified by the Secretary of State of the Stateof California;
- an executed copy of that certain Shareholders' Agreement by and between theShareholders and the Company, dated as of even date herewith (the" Shareholders '  Agreement "); and
- a stock certificate representing the Shares purchased by suchSubscriber.
**Subscriber Deliveries
.  At the Closing, each Subscriber shalldeliver (or shall have previously delivered) to the Company:
- an executed copy of this Agreement; 
- an executed copy of the Shareholders' Agreement; and
- the Purchase Price set forth across from such Subscribers' name in Section1.1 of this Agreement.
**Investment Representations and Warranties of theSubscriber
.
  Each Subscriber represents and warrants, severally,and not jointly, to the Company the following:
- The information that Subscriber has furnished herein is correct and completeas of the date of this Agreement.  The representations and warranties made bySubscriber may be fully relied upon by the Company and by any investigatingparty relying on them;
- Subscriber, if an entity, is duly organized, validly existing and in goodstanding under the laws of the state of its incorporation or organization,having full power and authority to own its properties and to carry on itsbusiness as conducted.
- Subscriber, if a natural person, is twenty-one (21) years of age or older,competent to enter into a contractual obligation, and a citizen or resident ofthe United States of America.
- Subscriber has the requisite power and authority to deliver this Agreement,and perform his, her or its obligations herein, and consummate the transactionscontemplated hereby.  Subscriber has duly executed and delivered this Agreement.This Agreement is a valid, legal and binding obligation of Subscriberenforceable against Subscriber in accordance with its terms, except to theextent that enforceability may be limited by applicable bankruptcy, insolvencyor similar laws affecting the enforcement of creditors' rights generally andsubject to general principles of equity (regardless of whether such enforcementis considered in a proceeding at law or at equity).
- Subscriber is an " accredited investor " as that term isdefined in Rule 501 under Regulation D promulgated under the federal SecuritiesAct of 1933, as amended (the " Act "). 
- Subscriber is subscribing for and purchasing the Shares solely forSubscriber's own account, for investment purposes only, and not with a viewtoward or in connection with resale, distribution, subdivision orfractionalization thereof.  Subscriber has no agreement or other arrangement,formal or informal, with any person or entity to sell, transfer or pledge anypart of the Shares, or which would guarantee him any profit or insure againstany loss with respect to the Shares, and Subscriber has no plans to enter intoany such agreement or arrangement.  Subscriber acknowledges that the Shares havenot been registered under the Act or any state securities laws, and may not beresold, transferred, assigned or otherwise disposed of unless they areregistered under the Act or an exemption from registration is available, andunless the proposed disposition is in compliance with the restrictions ontransferability under federal and state securities laws.
**Representations and Warranties of the Company
.
  The Companyhereby represents and warrants to each Subscriber as follows:
- The Company is a corporation duly organized, validly existing and in goodstanding under the laws of the State of California, having full power andauthority to own its properties and to carry on its business as conducted.
- The Company has the requisite power and authority to deliver this Agreement,perform its obligations herein and consummate the transactions contemplatedhereby.  The Company has duly executed and delivered this Agreement.  ThisAgreement is a valid, legal and binding obligation of the Company enforceableagainst the Company in accordance with its terms, except to the extent that suchenforceability may be limited by applicable bankruptcy, insolvency or similarlaws affecting the enforcement of creditors' rights generally and subject togeneral principles of equity (regardless of whether such enforcement isconsidered in a proceeding at law or at equity).
- All of the Shares to be issued to the Subscriber pursuant to this Agreement,when issued and delivered in accordance with the terms of this Agreement, willbe duly authorized, validly issued, fully paid and non-assessable.
- The authorized capital stock of the Company consists of100,000,000 shares of common stock and 10,000,000 shares of preferred stock, ofwhich 2,000,000 shares of preferred stock are designated as Series A 8%Convertible Preferred Stock.  Immediately after consummation of the Purchase,there will be issued and outstanding:  (i) 2,000,000 shares of common stock ofthe Company and (ii) 2,000,000 shares of Series A 8% Convertible PreferredStock.  The shares of Series A 8% Convertible Preferred Stock shall have therights, preferences and privileges as set forth in the Certificate ofDetermination.  All of the outstanding shares of capital stock of the Companyhave been duly authorized and are validly issued, fully paid and non-assessable.Other than as expressly set forth in the Shareholders' Agreement entered into asof the date hereof by and among the Company and the Subscribers (the"Shareholders' Agreement"), there are no contracts, arrangements orother agreements with respect to voting, issuance, redemption, repurchase,acquisition, sale or transfer of the capital stock or other securities of theCompany, or any securities convertible into or exchangeable for shares ofcapital stock or other securities of the Company, to which the Company, Flax orRosenfield is a party.  Except (i) as expressly created by the Shareholders'Agreement, and (ii) for the subscription for Shares contemplated by thisAgreement, the Company has not granted any preemptive rights, registrationrights, subscriptions, calls, options, warrants, rights, convertible securitiesor other agreements or commitments of any character relating to the issued orunissued capital stock or other securities of the Company, or securitiesconvertible into or exchangeable for shares of such capital stock or othersecurities of the Company, and there are no statutory obligations of the Companyto purchase, redeem or otherwise acquire or to sell, issue or otherwise transferany shares of such capital stock.The Company does not own a freehold interest in any real property or anyoption or right of first refusal or first offer to acquire real property.  TheCompany is party to two real property leases (the "
CompanyLeases
") for the real property located at 3212 North SepulvedaBoulevard, Suite A, Manhattan Beach, CA 90266, and at 1334 Park View Avenue,#200, Manhattan Beach, CA 90266.  Copies of the real property leases have beenmade available to each Subscriber.  The Company Leases are valid, binding and infull force and effect.  All rents and additional rents and other sums, deposits,expenses and charges due on the Company Leases have been paid and the Companyhas been in peaceable possession since the commencement of its originalpossession under the Company Leases and no waiver, indulgence or postponement ofthe Company's obligations thereunder has been granted by the lessors.  Thereexists no default or event of default by the Company or by any other party tothe Company Leases, or occurrence, condition or act (including the consummationof the transactions contemplated hereby) which, with the giving of notice, thelapse of time or the happening of any further event or condition, would become adefault or event of default by the Company under the Company Leases, and thereare no outstanding claims of breach or indemnification or notice of default ortermination of any of the Company Leases.  The Company is in physical possessionand actual and exclusive occupation of the real property subject to the CompanyLeases.  The real property leased by the Company pursuant to the Company Leasesrequires no repair or restoration works in order to (i) comply with the terms ofthe Company Leases or (ii) maintain the leased property in a state of goodmaintenance and repair suitable for the purposes for which it is presently beingused.  The Company is currently occupying the real property subject to theCompany Leases in compliance with all laws, statutes, ordinances or otherapplicable rules or regulations of any governmental or regulatory authority.The Company does not owe any brokerage commission with respect to the realproperty subject to the Company Lease
s.
Neither the execution and delivery of this Agreement or the Shareholders'Agreement (collectively, the "Transaction Documents") by the Company,nor the consummation of the transactions contemplated hereby or thereby, will(a) violate any provision of any law, regulation, statute, ordinance,administrative order or treaty or any award, decision, injunction, judgment,order, ruling, subpoena or a verdict rendered by any court, administrativeagency or other governmental body or by any arbitrator, (b) require the consentof or any filing with any person or governmental body other than the filing of aForm D with the Securities and Exchange Commission and a notice of transactionunder Section 25102(f) of the California Corporations Code with the CaliforniaSecretary of State, (c) violate, result (with or without notice or the passageof time, or both) in a breach of, or give rise to any right to terminate,accelerate or cancel any obligation under, any material contract to which theCompany is subject or bound, or (d) result in the creation of any charge, claim,lien, security interest or other encumbrance of any kind upon any property ofthe Company.
There is no action, investigation, arbitration, hearing, litigation or suit(whether civil, criminal, administrative, investigative or informal) pending orthreatened against the Company or any of its assets or property before anycourt, governmental body or arbitrator.  Neither the Company nor any of itsassets or properties is subject to any order, judgment, injunction ordecree.
Except as set forth on Schedule 4.8, the Company has all governmental andregulatory licenses, permits and authorizations (all of which are in full forceand effect) necessary to conduct its business as contemplated.  The Company ownsall trademarks, service marks and trade dress which it expects to use in thebusiness of the Company including without limitation the "LA FoodShow" service mark.
Except as set forth on Schedule 4.9, no employee, officer or director of theCompany or any affiliate of any such person, and no member of such person'simmediate family, has engaged in any transactions or entered into any contract,agreement or other arrangement with the Company.  No officer or director of theCompany or any affiliate of any such person, and no member of any such person'simmediate family, has had any interest in any property used in or pertaining tothe business of the Company.
**Transferability of Shares
.
  Each certificate or other documentevidencing any of the Shares shall (unless otherwise permitted by the provisionsof this Agreement) be stamped or otherwise imprinted with legends substantiallysimilar to the following (in addition to any legend required under applicablestate securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT") ORSTATE SECURITIES LAWS ("STATE ACTS") AND ARE RESTRICTED SECURITIES.THE RESTRICTED SECURITIES HAVE BEEN ACQUIRED FOR HOLDER'S OWN ACCOUNT AND NOTWITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.RESTRICTED SECURITIES MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLYREGISTERED UNDER THE ACT AND STATE ACTS AND/OR EXEMPTION FROM SUCHREGISTRATION(S) IS (ARE) AVAILABLE.

THE SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, EXCHANGE,MORTGAGE, GRANT OF A SECURITY INTEREST IN, GIFT, ENCUMBRANCE, PLEDGE,HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATEOR ANY INTEREST THEREIN IS RESTRICTED BY AND SUBJECT TO A SHAREHOLDERS'AGREEMENT DATED MARCH 6, 2003.  A COPY OF SAID AGREEMENT MAY BE INSPECTED AT THEPRINCIPAL OFFICE OF THE CORPORATION.
**Indemnity
.
- Each Subscriber acknowledges that such Subscriber understands the meaningand legal consequences of the representations and warranties contained in thisAgreement, and knowing this, each Subscriber hereby indemnifies and holdsharmless the Company and its officers, directors, shareholders, partners,members, agents, counsel, servants, employees, affiliates, parent companies,subsidiaries, heirs, personal and legal representatives and administrators,successors and assigns from, of and against any and all loss, costs, claims,expenses and damages (including reasonable attorneys' fees and court costsincurred), or liability due, which any one of them may incur by reason offailure of such Subscriber to fulfill any of the terms or conditions of thisAgreement or arising out of or by reason of any representation or warranty ofsuch Subscriber, or any breach thereof.
- The Company acknowledges that it understands the meaning and legalconsequences of the representations and warranties contained in this Agreement,and knowing this, the Company hereby indemnifies and holds harmless eachSubscriber and its officers, directors, shareholders, partners, members, agents,counsel, servants, employees, affiliates, parent companies, subsidiaries, heirs,personal and legal representatives and administrators, successors and assignsfrom, of and against any and all loss, costs, claims, expenses and damages(including reasonable attorneys' fees and court costs incurred), or liabilitydue, which any one of them may incur by reason of failure of the Company tofulfill any of the terms or conditions of this Agreement or arising out of or byreason of any representation or warranty of the Company, or any breachthereof.
**Understandings and Agreements
.
- Each Subscriber hereby agrees, and hereby agrees to cause its subsequenttransferees to agree, that, in connection with any registration of the Company'ssecurities under the Act, if so requested by the Company or any managingunderwriter in connection with such registration, Subscriber or any transfereeof Subscriber shall agree in writing not to sell, assign, convey or otherwisetransfer any of the Company's securities during the periods specified by theCompany's Board of Directors at the request of such managing underwriter, withsuch periods not to exceed the 10 days prior to, and the 180 days following theeffective date of a registration statement of the Company filed under the Act inconnection with such registration;  provided ,  however , that, in thecase of death of Subscriber or any subsequent transferee, if consented to by themanaging underwriter, such Subscriber or subsequent transferee's estate shall bepermitted to offer for public sale prior to the expiration of such period suchsecurities of the Company as reasonably necessary to generate funds for thepayment of estate taxes.  The Company may impose stop-transfer instructions withrespect to securities subject to the foregoing restrictions until the end ofsuch period.
- Each Subscriber agrees to provide all information, execute all documents,and do all other things requested (without, however, assuming or undertaking anymonetary liability) by the Company in connection with the Company's applicationfor transfer of, or obtaining of, any liquor, beverage or other license orpermit sought by the Company.  It is acknowledged that the Company may seekcertain information or documents, and may require execution of such documentsand other certificates, in connection with Company's application for transferof, obtaining of, or maintaining of a license to serve beer, wine and otheralcoholic beverages at any restaurant owned by the Company, and that inconnection therewith, shareholders of the Company who own a certain minimumequity interest in the Company may be required by the laws of the State ofCalifornia or any other applicable jurisdiction to provide such information,documents, certificates or other things, and Subscriber hereby agrees to fullycooperate in connection with the foregoing.
**Miscellaneous Provisions
.
- This Agreement shall be governed by and construed in accordance with thelaws of the State of California without reference to the conflicts of lawsprinciples thereof.
- All notices and communications to be given or otherwise made to either theCompany or Subscriber shall be deemed to be sufficient if contained in a writteninstrument delivered in person or by facsimile or duly sent by first classregistered or certified mail, return receipt requested, postage prepaid, or byovernight courier, or addressed to such party at the following address:

If to CPK:

California Pizza Kitchen, Inc.****************************