FY2002 10K Exhibit 10.12





                                                                      Exhibit 10.12


SHAREHOLDERS' AGREEMENT

THIS SHAREHOLDERS' AGREEMENT, is made and entered
into as of the 6th day of March, 2003, by and among LA Food Show,
Inc., a California corporation (the "Company"), Richard
Rosenfield, an individual, Larry S. Flax, or his successors in trust, as Trustee
of the Larry S. Flax Revocable Trust dated June 18, 2002, as may be amended from
time to time, and California Pizza Kitchen, Inc., a California corporation
("CPK"), with reference to the following facts:

A.  Flax (defined below) and Rosenfield (defined
below) collectively own all of the shares of the Company's issued and
outstanding common stock ("Common Stock"), which is comprised
solely of 2,000,000 shares of Common Stock.

B.  Pursuant to that certain Subscription Agreement
dated as of even date hereof, Flax, Rosenfield and CPK acquired 100% of the
issued and outstanding shares of the Company's preferred stock
("Preferred Stock"), which is comprised solely of 2,000,000
shares of the Company's Series A 8% Convertible Preferred Stock (the
"Series A Preferred Stock").

C.  The parties have determined that it is in their
respective best interests to (a) impose certain restrictions on the disposition
of shares of capital stock of the Company, (b) maintain and preserve the
relationship among the parties to this Agreement, and (c) address various other
issues in connection with the relationship among the parties.

D.  CPK, Flax and Rosenfield constitute the current
owners of one hundred percent (100%) of the issued and outstanding shares of
capital stock of the Company.

NOW, THEREFORE, in consideration of the foregoing recitals
and the agreements and covenants contained herein and other valuable
consideration, the parties hereto agree as follows:



	DEFINITIONS



	Act.
"Act" means the Securities Act of 1933, as amended.


	Accepting Remaining
Shareholder.  "Accepting Remaining Shareholder" has the
meaning ascribed to it in Section 3.2(b).


	Agreement.
"Agreement" means this Shareholders' Agreement, as the same may
hereinafter be amended.


	Allocated Portion.
"Allocated Portion" has the meaning ascribed to it in Section
3.2(b).


	Board of Directors.
"Board of Directors" means the Company's board of
directors.


	Cash Equivalent.
"Cash Equivalent" means, with respect to any consideration described
in this Agreement, the sum of (i) all cash amounts comprising such
consideration, plus (ii) the Publicly Traded Value of each share of
Freely Tradable Stock comprising such consideration, plus (iii) the
Discounted Stock Value of each share of Eligible Unregistered Stock comprising
such consideration, plus (iv) the cash equivalent of all other non-cash
consideration, including, without limitation, property, equipment and securities
other than Freely Tradable Stock (the "Other Non-Cash
Consideration"), as determined in accordance with this
Agreement.


	Certificate.
"Certificate" means the Company's Certificate of Designation, dated as
of February 28, 2003, as filed with the Secretary of State of the State of
California.


	Code.
"Code" shall mean the California Corporations Code, as such code may
be amended from time to time hereafter.


	Company.
"Company" has the meaning ascribed to it in the preamble.



	Company Proposed
Valuation.  "Company Proposed Valuation" has the meaning
ascribed to it in Section 2.2.


	Company Right of First
Refusal Period.  "Company Right of First Refusal Period" has
the meaning ascribed to it in Section 3.1.


	Common Stock.
"Common Stock" has the meaning ascribed to it in the
recitals.


	CPK.
"CPK" has the meaning ascribed to it in the preamble.


	CPK Cash Equivalent.
"CPK Cash Equivalent" has the meaning ascribed to it in Section
1.17.


	CPK IPO Response.
"CPK IPO Response" means a notice delivered pursuant to Section 2.2
that indicates CPK's interest in acquiring the Company, and sets forth a
description of the consideration that CPK will pay to the Company or its
shareholders as consideration for the acquisition of the Company that includes
(a) the form of such consideration, which shall be in the form of either cash or
Freely Tradable Stock, or both (b) the Cash Equivalent of such consideration as
of the day of the CPK IPO Response and (c) all other material terms of CPK's
offer to acquire the Company.


	CPK Parties.
"CPK Parties" means and includes CPK, and all Transferees of the
Shares originally held by CPK other than the Company, Flax or
Rosenfield.


	CPK Written Offer.
"CPK Written Offer" means a written offer by CPK to enter into a
Sale Transaction with the Company, which contains a description of the
consideration that CPK will pay to the Company or its shareholders including (a)
the form of such consideration, which shall be in the form of either cash,
Freely Tradable Stock or Eligible Unregistered Stock, or any of them, (b) the
Cash Equivalent of such consideration as of the day of the CPK Written Offer
(the "CPK Cash Equivalent"), and (c) all other material
terms.


	Discounted Stock
Value.  "Discounted Stock Value" means, for each share of
Eligible Unregistered Stock which the holder thereof has the right to demand
registration thereof by the Eligible Registrant with the Securities and Exchange
Commission using Form S-3, Form S-4, or Form S-1 under the Act, ninety percent
(90%) of the average closing price of securities of the same class as the
Eligible Unregistered Stock, as reported in Wall Street Journal for the 20
consecutive trading days immediately preceding the date as of which the Cash
Equivalent of such share is being measured.


	Eligible Registrant.
"Eligible Registrant" shall mean a registrant that has a class of
securities registered pursuant to Section 12(b) or Section 12(g) of the Exchange
Act or which is required to file reports pursuant to Section 15(d) of the
Exchange Act.


	Eligible Unregistered
Stock.  "Eligible Unregistered Stock" means securities of an
Eligible Registrant, which are of the same class as securities of the Eligible
Registrant that are listed on a national securities exchange or quoted on the
Nasdaq National Market.


	Exchange Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.


	Flax.
"Flax" means Larry S. Flax, or his successors in trust, as Trustee of
the Larry S. Flax Revocable Trust dated June 18, 2002, as may be amended from
time to time, and each of its Permitted Transferees.


	Freely Tradable
Stock.  "Freely Tradable Stock" means securities of an
Eligible Registrant that are, or will be upon the consummation of a proposed
Transfer described in this Agreement, (i) registered for resale pursuant to an
effective registration statement under the Act as to which there is no stop
order in effect and which the Eligible Registrant has agreed to keep effective
until each of Flax and Rosenfield are eligible to sell all such securities
pursuant to Rule 144 promulgated under the Act within a three month period, (ii)
listed on a national securities exchange or quoted on the Nasdaq National
Market, and (iii) not subject to the volume limitations set forth in Rule 144(e)
promulgated under the Act; regardless of whether any other limitations may be
imposed on sales of such securities by applicable securities laws or generally
applicable insider trading policies of the Eligible Registrant.


	Initial IPO Sale
Value.  "Initial IPO Sale Value" has the meaning ascribed to
it in Section 2.2(b).


	Initial Remaining
Shareholder Value.  "Initial Remaining Shareholder Value" has
the meaning ascribed to it in Section 3.4(c)


	Initial Sale Value.
"Initial Sale Value" has the meaning ascribed to it in Section
2.1(d).


	Liquidation
Preference.  "Liquidation Preference" has the meaning ascribed
to it in the Certificate.


	Mandatory
Transaction.  "Mandatory Transaction" has the meaning ascribed
to it in Section 5.


	New Securities.
"New Securities" means any capital stock of the Company, whether now
authorized or not, and rights, options or warrants to purchase capital stock and
securities of any type whatsoever that are, or may become, convertible into
capital stock, issued after the date hereof, other than (i) securities issued or
issuable by the Company upon the exercise of any rights, options or warrants or
the conversion of any convertible securities; (ii) securities issued in a Sale
Transaction that occurs in compliance with Section 2.1, (iii) securities offered
to the public pursuant to a registration statement filed pursuant to the Act;
(iv) capital stock or warrants or options to purchase capital stock issued in
connection with bona fide acquisitions, reorganization or similar transactions
that are approved by the Board of Directors and, if issued in connection with an
acquisition, are issued in compliance with Section 7.2(d), (v) securities issued
upon any split or subdivision of the outstanding shares of capital stock of the
Company or any dividend or other distribution payable in capital stock of the
Company, or (vi) options, capital stock or rights granted to employees,
directors or consultants of the Company or any affiliate of the Company pursuant
to any Stock Option Plan or agreement of the Company that are approved by the
Board of Directors and are granted in compliance with Section 7.2(b), or any
Common Stock issued pursuant thereto or derived therefrom.


	Offer.
"Offer" shall mean the written notice of intent to Transfer Shares,
containing the information described in Section 3.1.


	Offered Shares.
"Offered Shares" means the Shares of any Selling Shareholder that are
the subject of an Offer to Transfer under Section 3.


	Other Non-Cash
Consideration.  "Other Non-Cash Consideration" has the meaning
ascribed to it in Section 1.6.


	Permitted
Transferee.  "Permitted Transferee" means and includes (i) the
spouse or lineal descendants of a Shareholder, or (ii) any family limited
partnership, family limited liability company, or revocable or irrevocable trust
solely for the benefit of a Shareholder, or of a Shareholder and such
Shareholder's estate, spouse or lineal descendants, provided,
however, that in each case, such Permitted Transferee executes and
delivers to the Company a counterpart of this Agreement, in a form substantially
similar to Exhibit A, and becomes a party to this Agreement and
thereby agrees to be bound by and to observe all of the terms and conditions
contained herein.


	Person.
"Person" shall include any individual or natural person, corporation,
trust, estate, partnership, limited partnership, joint venture, limited
liability company, limited liability partnership or other entity.


	Preferred Stock.
"Preferred Stock" has the meaning ascribed to it in the recitals.



	Publicly Traded
Value.  "Publicly Traded Value" means, for each share of
Freely Tradable Stock, the average closing price for such share of Freely
Tradable Stock, as reported in the Wall Street Journal for the 20 consecutive
trading days immediately preceding the date as of which the Cash Equivalent of
such share is being measured.


	Remaining Offered
Shares.  "Remaining Offered Shares" has the meaning ascribed
to it in Section 3.2(a).


	Remaining Shareholder
Offer.  "Remaining Shareholder Offer" has the meaning ascribed
to it in Section 3.2(a).


	Remaining Shareholder Right
of First Refusal Period.  "Remaining Shareholder Right of First
Refusal Period" has the meaning ascribed to it in Section
3.2(a).


	Remaining Shareholder
Notice.  "Remaining Shareholder Notice" has the meaning
ascribed to it in Section 3.2(a).


	Remaining
Shareholders.  "Remaining Shareholders" means Flax, Rosenfield
and CPK.


	Rosenfield.
"Rosenfield" means Richard Rosenfield, an individual, and each of his
Permitted Transferees.  


	Sale Transaction.
"Sale Transaction" means the (a) merger or consolidation of the
Company with or into any other Person, or (b) sale or conveyance of all or
substantially all the assets of the Company to any Person.


	Second CPK Written
Offer.  "Second CPK Written Offer" has the meaning ascribed to
it in Section 2.1(b).


	Selling Shareholder.
"Selling Shareholder" has the meaning ascribed to it in Section
3.1.


	Series A Preferred
Stock.  "Series A Preferred Stock" has the meaning ascribed to
it in the recitals.


	Shares.
"Shares" means (a) the shares of Common Stock presently owned or
hereafter acquired by the parties to this Agreement, and (b) the shares of
Series A Preferred Stock presently owned or hereafter acquired by the parties to
this Agreement, (c) any securities of the Company which are convertible into
shares of Common Stock or Series A Preferred Stock, and (d) any options,
warrants or other rights to acquire any shares of Common Stock or Series A
Preferred Stock, or securities convertible into such shares of Common Stock or
Series A Preferred Stock.


	Shareholders.
"Shareholders" or "Shareholder" means, respectively, the
members of or a member of the class consisting of CPK, Flax and Rosenfield, who
are currently all of the shareholders of the Company, and (i) each Transferee or
subsequent Transferee of Shares and (ii) any Person or entity who hereafter
acquires Shares of the Company, who executes and delivers to the Company a
counterpart signature page to this Agreement, in a form substantially similar to
Exhibit A, and becomes a party to this Agreement and thereby
agrees to be bound by and to observe all of the terms and conditions contained
herein.


	Stock Option Plans.
"Stock Option Plans" means any employment, bonus or consulting
agreements, pension, profit sharing, deferred compensation, stock bonus,
retirement, stock option, stock purchase, phantom stock, restricted stock, stock
appreciation or similar plans or agreements.


	Then Outstanding
Shares.  "Then Outstanding Shares" means the number of shares
of the Company's capital stock outstanding on the date in question, on an as
converted-to-common basis without giving effect to any accumulated dividends on
the then outstanding shares of Series A Preferred Stock.


	Third Party Demand
Shareholder.  "Third Party Demand Shareholder" means any
Person having the right to require that the Company effect a registration under
the Securities Act of shares of Common Stock owned by such Person.


	Third Party Written Notice.
"Third Party Written Notice" has the meaning ascribed to it in Section
2.1(b).


	Transfer.
"Transfer" means to give, sell, assign, transfer, convey, exchange,
mortgage, grant a security interest in, encumber, pledge, hypothecate or
otherwise dispose of.


	Transferee.
"Transferee" means any Person who is the recipient of Shares pursuant
to a Transfer in accordance with the terms of this Agreement.


	Unallocated Remaining
Offered Shares.  "Unallocated Remaining Offered Shares" has
the meaning ascribed to it in Section 3.2.


	Unpurchased New Securities
.  "Unpurchased New Securities" has the meaning ascribed to it
in Section 6.2.


	
RIGHT OF FIRST NEGOTIATION.



	Determination by the Company to
Enter into a Sale Transaction.



	In the event that the Company determines that it
desires to enter into any Sale Transaction (either in the Company's sole
determination or as a result of the Company being approached by any Person that
desires to enter into a Sale Transaction with the Company which the Company
wishes to entertain), the Company shall, prior to entering into any substantive
negotiations with respect to any Sale Transaction with any Person, give CPK
written notice of its desire to enter into a Sale Transaction and, if within
fifteen (15) days after receipt of such notice, CPK states in writing that CPK
is interested therein, the Company shall attempt in good faith to negotiate the
terms of such Sale Transaction with CPK on mutually satisfactory terms.  If the
Company determines, in its reasonable discretion, that it will not be able to
reach or is unlikely to be able to reach a satisfactory agreement with CPK with
respect to the terms of such Sale Transaction, the Company shall so notify CPK
in writing, and the Company shall then be free to locate, negotiate with, and
reach agreement with any other Person with respect to such Sale
Transaction.


	Notwithstanding the foregoing Section 2.1(a), if during
the course of its negotiations with CPK, CPK delivers a CPK Written Offer to the
Company, the Company may only enter into a Sale Transaction with any other
Person if (i) the Cash Equivalent (as determined in the manner described in
Section 2.1(e)) of the consideration that the Company would receive from such
other Person as consideration for the closing of such Sale Transaction as of the
date of the CPK Written Offer exceeds 110% of the CPK Cash Equivalent, or (ii)
the Company complies with the procedures set forth in Section 2.1(c).


	After the delivery of a CPK Written Offer to the Company,
the Company may only enter into a Sale Transaction with a Person other than CPK
in which the Cash Equivalent (as determined in the manner described in Section
2.1(e)) of the consideration that the Company would receive from such Person as
consideration for the closing of such Sale Transaction does not exceed 110% of
the CPK Cash Equivalent if (i) the Company delivers to CPK a written notice
stating that the Company has received an offer from another Person to enter into
a Sale Transaction (the "Third Party Written Notice"), which
Third Party Written Notice sets forth (A) the form and amount of consideration
to be paid as consideration for the closing of such Sale Transaction, and (B)
the Cash Equivalent (as determined in the manner described in Section 2.1(e)) as
of the date of such Third Party Written Notice, and (ii) CPK does not, within
fifteen (15) days after such Third Party Written Notice is deemed delivered to
CPK by the Company, deliver a written notice (the "Second CPK Written
Offer") to the Company stating that CPK wishes to enter into a Sale
Transaction with the Company in which the consideration received by the Company
as consideration for the closing of such Sale Transaction (Y) is in the form of
cash, Freely Tradable Stock or Eligible Unregistered Stock, or any of them
(unless the consideration offered by such other Person is solely in the form of
cash, in which case such consideration must be in the form of cash or Freely
Tradable Stock, or both), and (Z) has a Cash Equivalent as of the date of such
Third Party Written Notice that equals or exceeds the Cash Equivalent of the
consideration set forth in such Third Party Written Notice.  If CPK timely
delivers such Second CPK Written Offer to the Company, the Company and CPK shall
enter into good faith negotiations to close such Sale Transaction.  In the event
that the consideration that the Company would receive from such other Person as
consideration for the closing of such Sale Transaction is or includes Other Non-
Cash Consideration, the Third Party Written Notice shall not be deemed to have
been delivered until the Cash Equivalent value of such Other Non-Cash
Consideration has been determined as provided in Section 2.1(e).


	If, as of the day immediately preceding the closing date
of a Sale Transaction between CPK and the Company pursuant to a CPK Written
Offer or a Second CPK Written Offer, the value of the Cash Equivalent of the
consideration offered by CPK in the CPK Written Offer or Second CPK Written
Offer (as applicable) is greater than 110% of the Cash Equivalent of such
consideration as of the date of the CPK Written Offer or Second CPK Written
Offer (as applicable) (the "Initial Sale Value"), CPK, in its
sole discretion, shall have the right to terminate the Sale Transaction unless
the Company agrees to accept consideration of the same type offered by CPK in
the CPK Written Offer or Second CPK Written Offer (as applicable) which, on the
closing date of the Sale Transaction, has a Cash Equivalent equal to 110% of the
Initial Sale Value.  If, as of the day immediately preceding the closing date of
a Sale Transaction between CPK and the Company pursuant to a CPK Written Offer
or a Second CPK Written Offer, the value of the Cash Equivalent of the
consideration offered by CPK in the CPK Written Offer or Second CPK Written
Offer (as applicable) is less than 90% of the Initial Sale Value, the Company,
in its sole discretion, shall have the right to terminate the Sale Transaction
unless CPK agrees to pay consideration of the same type offered by CPK in the
CPK Written Offer or Second CPK Written Offer (as applicable) which, on the
closing date of the Sale Transaction, has a Cash Equivalent equal to 90% of the
Initial Sale Value.  Following any termination pursuant to this Section 2.1(d),
the Company shall have the right to consummate a Sale Transaction with any other
Person so long as the consideration received by the Company in such transaction
has a Cash Equivalent which is equal to or greater than the Initial Sale
Value.


	For purposes of this Section 2.1, if a Person other than
CPK offers to enter into a Sale Transaction with the Company and any portion of
the consideration that the Company would receive from such other Person as
consideration for the closing of such Sale Transaction is in the form of Other
Non-Cash Consideration, the Cash Equivalent of such Other Non-Cash Consideration
shall be determined by the appraisal mechanism set forth in the second paragraph
of Section 3.4(d) as if CPK was the Selling Shareholder).  


	Notwithstanding anything to the contrary, the provisions
of this Section 2.1 shall no longer be applicable, and CPK shall have no rights
pursuant to this Section 2.1, beginning on the first date that CPK does not hold
at least fifteen percent (15%) of the Then Outstanding Shares.


	Determination by the Company
to Consummate an Initial Public Offering .  



	In the event that the Company determines, for any
reason, that it desires to offer any of its securities in an initial public
offering under the Act, the Company shall, prior to initiating such initial
public offering, give CPK written notice of its desire to offer its securities
in such initial public offering and of its good faith estimate of the Company's
valuation (the "Company Proposed Valuation").  The Company
Proposed Valuation shall be based upon presentations made to the Company by
potential underwriters for such initial public offering.  The Company shall make
all written materials it receives in connection with all such presentations
available to CPK.  If CPK is interested in acquiring the Company, and CPK
provides the Company with a CPK IPO Response within fifteen (15) days after
receipt of the Company Proposed Valuation, then the Company shall attempt in
good faith to negotiate the terms of such an acquisition by CPK on mutually
satisfactory terms.  If the Company determines, in its reasonable discretion,
that it will not be able to reach or is unlikely to be able to reach a
satisfactory agreement with CPK with respect to the terms of such an acquisition
(including, without limitation, as a result of the Company's determination that
the consideration being offered by CPK is unsatisfactory), the Company shall so
notify CPK in writing, and the Company shall have a period of one year during
which it may offer its securities in the same initial public offering under the
Act previously contemplated by the Company, so long as such shares are sold at a
price which reflects a valuation of the Company that is equal to or greater than
the lesser of (i) the Company Proposed Valuation and (ii) a valuation of the
Company based upon the Cash Equivalent of the consideration offered by CPK in
the CPK IPO Response to acquire the Company as of the date of the CPK IPO
Response.


	If, as of the day immediately preceding the closing date
of an acquisition of the Company by CPK pursuant to a CPK IPO Response, the
value of the Cash Equivalent of the consideration offered by CPK in such CPK IPO
Response is greater than 110% of the Cash Equivalent of such consideration as of
the date of the CPK IPO Response (the "Initial IPO Sale
Value"), CPK, in its sole discretion, shall have the right to terminate
such acquisition of the Company unless the Company agrees to accept
consideration of the same type offered by CPK in the CPK IPO Response which, on
the closing date of the acquisition, has a Cash Equivalent equal to 110% of the
Initial IPO Sale Value.  If, as of the day immediately preceding the closing
date of an acquisition of the Company by CPK pursuant to a CPK IPO Response, the
value of the Cash Equivalent of the consideration offered by CPK in the CPK IPO
Response is less than 90% of the Initial IPO Sale Value, the Company, in its
sole discretion, shall have the right to terminate such acquisition of the
Company by CPK unless CPK agrees to pay consideration of the same type offered
by CPK in the CPK IPO Response which, on the closing date of the acquisition,
has a Cash Equivalent equal to 90% of the Initial IPO Sale Value.  Following any
termination pursuant to this Section 2.2(b), the Company shall have a period of
one year during which it may offer its securities in the same initial public
offering under the Act previously contemplated by the Company, so long as such
shares are sold at a price which reflects a valuation of the Company that is
equal to or greater than the lesser of (i) the Company Proposed Valuation, and
(ii) the Initial IPO Sale Value.


	Notwithstanding anything to the contrary, the provisions
of this Section 2.2 shall no longer be applicable, and CPK shall have no rights
pursuant to this Section 2.2, beginning on the first date that CPK does not hold
at least fifteen percent (15%) of the Then Outstanding Shares.


	RIGHT OF FIRST
REFUSAL.



	
Company's Right of First Refusal.  In the event
that any Shareholder desires to Transfer all or part of its Shares to any party
other than a Permitted Transferee, and receives a bona fide offer from
any Person to purchase all or part of its Shares, such Shareholder (the
"Selling Shareholder") shall deliver an Offer to the Company,
which shall set forth all relevant information regarding such proposed Transfer,
including but not limited to, (a) the identity and address of the proposed
Transferee, (b) the number of Offered Shares, (c) the form and amount of
consideration to be paid for such Offered Shares, (d) all other terms and
conditions of such proposed Transfer, including representations and warranties
to be given to the proposed Transferee and similar provisions, and (e) if such
an agreement has been prepared, the form of agreement pursuant to which such
Transfer is to be made, together with all ancillary documents referred to in
such agreement.  The Company shall have fifteen (15) days after such Offer is
deemed delivered (the "Company Right of First Refusal Period")
to accept Transfer of all or any portion of the Offered Shares at the purchase
price or for the consideration (subject to Section 3.4), and upon all of the
terms and conditions, set forth in the Offer by giving written notice of
acceptance to the Selling Shareholder within such Company Right of First Refusal
Period.  In the event the proposed consideration is or includes Other Non-Cash
Consideration, such acceptance by the Company shall be subject to Section 3.4,
and the Company Right of First Refusal Period shall not be deemed to have
commenced until the Cash Equivalent value of such Other Non-Cash Consideration
has been determined as provided in Section 3.4.  Failure of the Company to give
written notice of acceptance to the Selling Shareholder within the Company Right
of First Refusal Period shall be deemed a rejection of the Offer.  In the event
the Company elects to accept Transfer of all of the Offered Shares, the Company
shall pay the Selling Shareholder the purchase price or the Cash Equivalent
thereof within ninety (90) days after the effective date of the acceptance
notice unless otherwise agreed to by the Selling Shareholder and the Company.
The Company's right to purchase Shares is subject to the restrictions governing
the right of a corporation to purchase its own shares set forth in
Sections 500 et seq. of the Code, and such other pertinent
governmental or legal restrictions as are now or may hereafter become
effective.  


	
Remaining Shareholders' Right of First
Refusal.  



	In the event the Company rejects the Offer to accept
Transfer of the Offered Shares or does not accept Transfer of all of the Offered
Shares, such Selling Shareholder shall deliver to the Remaining Shareholders
copies of the Offer previously transmitted to the Company, and a statement of
the number of Offered Shares the Transfer of which were not accepted by the
Company pursuant to Section 3.1 above (collectively, the "Remaining
Shareholder Offer").  The Remaining Shareholders shall have fifteen
(15) days after such Remaining Shareholder Offer is deemed delivered (the
"Remaining Shareholder Right of First Refusal Period") to elect
to accept Transfer of such then remaining Offered Shares (the "Remaining
Offered Shares") at the price and upon the terms and conditions set
forth in the Remaining Shareholder Offer by giving written notice (a
"Remaining Shareholder Notice") of acceptance to such Selling
Shareholder within Remaining Shareholder Right of First Refusal Period.
Notwithstanding anything to the contrary, for purposes of this Section 3.2, CPK
shall no longer be deemed to be a Remaining Shareholder beginning on the first
date that CPK does not hold at least fifteen percent (15%) of the Then
Outstanding Shares.


	In the event more than one of the Remaining Shareholders
elect to accept Transfer of the Remaining Offered Shares and the total aggregate
number of Shares with respect to which such Remaining Shareholders desire to
accept Transfer of exceeds the Remaining Offered Shares, then each Remaining
Shareholder electing to accept Transfer (an "Accepting Remaining
Shareholder") shall be entitled to accept Transfer of that number of
Remaining Offered Shares (not to exceed that number of Remaining Offered Shares
such Remaining Shareholder indicated a desire to accept Transfer of in its
Remaining Shareholder Notice) equal to the product of (i) the total number of
Remaining Offered Shares, multiplied by (ii) the quotient of (A) the
number of Shares owned by such Accepting Remaining Shareholder as of the date
the Remaining Shareholder Offer is deemed delivered, divided by (B) the
aggregate number of Shares owned by all Accepting Remaining Shareholders as of
the date that the Remaining Shareholder Offer is deemed delivered (such product,
the "Allocated Portion").  If as a result of the application of
such product, the Accepting Remaining Shareholders are not entitled to accept
Transfer of all of the Remaining Offered Shares, such portion of the Remaining
Offered Shares that no Accepting Remaining Shareholder is then entitled to
receive Transfer of (the "Unallocated Remaining Offered
Shares") shall automatically be Transferred to those Accepting
Remaining Shareholders who indicated in their Remaining Shareholder Notices a
desire to accept Transfer of Remaining Offered Shares in excess of their
Allocated Portions; provided, however, that if more than one
Accepting Remaining Shareholder indicated in its Remaining Shareholder Notice
its desire to accept Transfer of Remaining Offered Shares in excess of its
Allocated Portion, such Unallocated Remaining Offered Shares shall be allocated
to all such Accepting Remaining Shareholders such that each such Accepting
Remaining Shareholder will be entitled to accept Transfer of that number of
Unallocated Remaining Offered Shares equal to the product of (i) the total
number of Unallocated Remaining Offered Shares, multiplied by (ii) the
quotient of (A) the number of Shares owned by such Accepting Remaining
Shareholder as of the date the Remaining Shareholder Offer is deemed delivered,
divided by, (B) the aggregate number of Shares owned by all such
Accepting Remaining Shareholders as of the date that the Remaining Shareholder
Offer is deemed delivered.  If, as a result of such allocation, any Unallocated
Remaining Offered Shares have been allocated to an Accepting Remaining
Shareholder that did not indicate a desire to accept Transfer thereof in its
Remaining Shareholder Notice, such Unallocated Remaining Offered Shares shall be
reallocated among such Accepting Remaining Shareholders in the manner described
in the preceding sentence until all such Unallocated Remaining Offered Shares
have been allocated to Accepting Remaining Shareholders who indicated a desire
to accept Transfer thereof in their Remaining Shareholder Notices.


	In the event the proposed consideration set forth in the
Offer is other than cash, such acceptance by the Remaining Shareholders shall be
subject to Section 3.4 below.  Failure of a Remaining Shareholder to give the
Selling Shareholder written notice of acceptance within the Remaining
Shareholder Right of First Refusal Period shall be deemed a rejection of the
Offer.  In the event that the Remaining Shareholders or the Company and the
Remaining Shareholders elect to accept Transfer of all of the Offered Shares,
they shall pay the Selling Shareholder their respective portions of the purchase
price or the Cash Equivalent thereof within ninety (90) days after the
expiration of the Remaining Shareholder Right of First Refusal Period unless
otherwise agreed to by the Selling Shareholder and those of the Company and the
Remaining Shareholders electing to accept Transfer of all of the Offered
Shares.


	Limitation on Rights to
Transfer.  In the event that the Company and the Remaining Shareholders
do not, in the aggregate, elect to accept Transfer of all of the Offered Shares
pursuant to Sections 3.1 and 3.2 above respectively, the Selling Shareholder may
Transfer all of the Offered Shares for a period of one hundred eighty (180) days
immediately following the expiration of the Remaining Shareholder Right of First
Refusal Period (unless a longer period for closing is specified in the Offer),
only to the proposed Transferee set forth in the Offer and only for the
consideration and upon the terms and conditions set forth in the Offer;
provided, however, that the Transfer may only be effectuated if
the Company determines that such Transfer complies with state and federal
securities laws.  If the Transfer is not consummated within such one hundred
eighty (180) day period in the manner described above, then the Selling
Shareholder shall continue to hold the Offered Shares subject to the provisions
of this Agreement and the provisions of this Agreement must be satisfied
de novo before the Selling Shareholder may Transfer the Offered
Shares.


	Cash
Equivalent of Purchase Price.  



	In the event that the consideration offered by the
proposed Transferee consists, in whole or in part, of Freely Tradable Stock, to
the extent that such offered consideration consists of Freely Tradable Stock,
the Company or the Remaining Shareholders, or both, shall be entitled, but not
obligated, to substitute the Cash Equivalent of such consideration as of the
date of the Offer in the form of in cash or Freely Tradable Stock, or both,
subject to Section 3.4(d).


	In the event that the consideration offered by the
proposed Transferee consists, in whole or in part, of Eligible Unregistered
Stock or Other Non-Cash Consideration, or any of them, to the extent that such
offered consideration is in the form of Eligible Unregistered Stock or Other
Non-Cash Consideration, the Company or the Remaining Shareholders, or both,
shall be entitled, but not obligated, to substitute the Cash Equivalent of such
consideration as of the date of the Offer in the form of in cash, Eligible
Unregistered Stock, or Freely Tradable Stock, or any of them, subject to Section
3.4(d).


	In the event that any Remaining Shareholder states in its
Remaining Shareholder Notice that, pursuant to either Section 3.4(a) or 3.4(b),
any part of the consideration it will pay the Selling Shareholder will be in the
form of either Freely Tradable Stock or Eligible Unregistered Stock, or both,
and as of the day immediately preceding the closing date of the Transfer of any
or all of the Offered Shares to such Remaining Shareholder, the value of the
Cash Equivalent of that portion of the consideration offered by such Remaining
Shareholder in Freely Tradable Stock or Eligible Unregistered Stock, or both, is
greater than 110% of the Cash Equivalent of such portion of the consideration as
of the date of the Remaining Shareholder Notice (the "Initial Remaining
Shareholder Value"), such Remaining Shareholder, in its sole
discretion, shall have the right to terminate the Transfer unless the Selling
Shareholder agrees to accept consideration of the same type offered by such
Remaining Shareholder in the Remaining Shareholder Notice which, on the closing
date of the Transfer, has a Cash Equivalent equal to 110% of the Initial
Remaining Shareholder Value.  In the event that any Remaining Shareholder states
in its Remaining Shareholder Notice that, pursuant to either Section 3.4(a) or
3.4(b), any part of the consideration it will pay the Selling Shareholder will
be in the form of either Freely Tradable Stock or Eligible Unregistered Stock,
or both, and as of the day immediately preceding the closing date of the
Transfer of any or all of the Offered Shares to such Remaining Shareholder, the
value of the Cash Equivalent of that portion of the consideration offered by
such Remaining Shareholder in Freely Tradable Stock or Eligible Unregistered
Stock, or both, is less than 90% of the Initial Sale Value, the Selling
Shareholder, in its sole discretion, shall have the right to terminate the
Transfer unless the Remaining Shareholder agrees to pay consideration of the
same type offered by the Remaining Shareholder in the Remaining Shareholder
Notice which, on the closing date of the Transfer, has a Cash Equivalent equal
to 90% of the Initial Remaining Shareholder Value.  Following any termination
pursuant to this Section 3.4(c), the Selling Shareholder may Transfer all of the
Offered Shares for a period of one hundred eighty (180) days immediately
following the such termination, only to the proposed Transferee set forth in the
Offer and only for the consideration and upon the terms and conditions set forth
in the Offer.


	The Cash Equivalent of the Other Non-Cash Consideration
offered by the proposed Transferee shall be determined as follows, and the Offer
shall not be deemed to have been received for purposes of the starting of the
Company Right of First Refusal Period or the Remaining Shareholder Right of
First Refusal Period until such Cash Equivalent has been
determined:

Within fifteen (15) days following the date the Offer is
deemed given, the Selling Shareholder and the Company shall attempt in good
faith to agree upon the cash equivalent fair market value of the Other Non-Cash
Consideration offered.  In the event they are unable to agree upon such cash
equivalent fair market value within such fifteen (15) day period, they shall
mutually select an independent appraiser to determine the cash equivalent fair
market value of the Other Non-Cash Consideration within fifteen (15) days after
the expiration of such fifteen (15) day period.  Any independent appraiser
selected pursuant to this Section 3.4, by any party hereto shall have
substantial experience in the valuation of the type of Other Non-Cash
Consideration being valued.  In the event that such Selling Shareholder and the
Company are unable to agree upon an independent appraiser within such fifteen
(15) day period, they shall each choose an independent appraiser to determine
the cash equivalent fair market value and shall notify the other party, in
writing, of such choice.  Each appraiser shall submit its appraisal, including
the premises upon which it was based, to the Selling Shareholder and to the
Company within a reasonable time period after appointment, it being acknowledged
that each such appraiser shall use its best efforts to submit such appraisal
within fifteen (15) day after appointment.  If the two appraisals are in
substantial agreement, the appraised cash equivalent fair market value of the
Other Non-Cash Consideration offered shall be determined by taking the average
of the two appraisals.  For purposes hereof, "substantial agreement"
shall mean that the difference between the appraisals is equal to or less than
fifteen percent (15%) of the higher appraisal.  If the two appraisals are not in
substantial agreement, the two appraisers shall appoint a third appraiser within
a reasonable time period after the date of the later of their submitted
appraisal, it being acknowledged that each such appraiser shall use its best
efforts to cause such appointment to occur within fifteen (15) days of such
later submitted appraisal.  Such third appraiser shall determine the cash
equivalent fair market value of the Other Non-Cash Consideration offered and
submit a written appraisal including the premises upon which it was based within
a reasonable time period, and in any event shall use its best efforts to submit
such appraisal within fifteen (15) days following his appointment.  The cash
equivalent shall then be determined by averaging the two of three appraisals
that are closest in amount.  The appraisal fee(s) shall be borne equally by the
Selling Shareholder and the Company.


	Drag Along and Co-Sale
Rights.



	Drag Along Rights.
In the event that Flax and Rosenfield desire to Transfer collectively all of
their Shares to a single Transferee (other than a Permitted Transferee) or in a
single transaction, and the Company and the Remaining Shareholders do not
exercise their rights of first refusal set forth in Section 3 and purchase all
of the Offered Shares, then Flax and Rosenfield shall have the right to require
all of the CPK Parties to Transfer all of their Shares, upon the same terms and
conditions and for the same purchase price as Flax and Rosenfield intend to sell
all of their Shares of the Company, if requested by Flax and Rosenfield, by
providing written notice of the proposed Transfer to all of the CPK Parties
setting forth in reasonable detail the terms of the proposed Transfer;
provided, however, that no CPK Party shall be required to Transfer
any of its Shares to such single Transferee unless the aggregate consideration
received in exchange for all Shares so Transferred (a) is in the form of cash or
Freely Tradable Stock, or both, (b) is first allocated such that each share of
Series A Preferred Stock so Transferred receives no less than its full
Liquidation Preference then in effect, and (c) after the allocation of a portion
of such consideration in satisfaction of all such Liquidation Preferences of the
then outstanding shares of Series A Preferred Stock, and all liquidation
preferences of any other shares of Preferred Stock then outstanding, the
remaining aggregate consideration received in exchange for all Shares so
Transferred is allocated, on an as converted-to-common basis, to (i) the holders
of shares of Series A Preferred Stock so Transferred, (ii) the holders of shares
of Common Stock so Transferred, and (iii) the holders of all other shares of
Preferred Stock so Transferred having a right to a portion of such
consideration.  The CPK Parties shall deliver at such closing documents
transferring all of the Shares held by the CPK Parties, duly executed for
transfer, and shall be entitled to receive the proceeds (after deduction of
transfer taxes and fees not paid by purchaser and other expenses directly
attributable to the transfer of such Shares) allocable to the Transfer thereof.
The CPK Parties further agree to timely take all such other actions as Flax and
Rosenfield reasonably request in connection with such proposed Transfer;
provided, however, that when taking such other actions, such CPK
Parties shall only be required to make representations and warranties and agree
to covenants and indemnities that are substantially similar to those made by
Flax and Rosenfield with respect to such CPK Parties' ownership of such Shares
and those matters necessary for such CPK Parties' to be able to effectuate the
Transfer of such Shares to such proposed Transferee, including, without
limitation, representations and warranties relating to such CPK Parties'
authorization to transfer such Shares, and that the Transfer of such Shares by
such CPK Parties will not (y) require any third party consent or (z) conflict
with or result in a violation or breach or default of any contract to which such
CPK Parties are a party or any governmental law, rule, ordinance or
regulation.


	Co-Sale
Rights.



	In the event that either Flax or Rosenfield desire to
Transfer individually at least ten percent (10%)  (on an as converted-to common
basis and without giving effect to any accumulated dividends on the then
outstanding shares of Series A Preferred Stock) of his Shares to a single
Transferee (other than to any Permitted Transferee), in a single transaction, or
in one or more transactions to multiple Transferees that are related parties,
then Flax or Rosenfield (as applicable) shall give written notice to the CPK
Parties indicating (i) the identity and address of the proposed Transferee, (ii)
the form and amount of consideration to be paid for such Shares, (iii) the
anticipated closing date of such Transfer, (iv) all other terms and conditions
of such proposed Transfer, including representations and warranties to be given
to the proposed Transferee and similar provisions, and (v) if such an agreement
has been prepared, the form of agreement pursuant to which such Transfer is to
be made, together with all ancillary documents referred to in such agreement.
The CPK Parties shall have fifteen (15) days after such notice is deemed
delivered to elect to participate in the proposed Transfer by giving written
notice to Flax or Rosenfield (as applicable) within such fifteen (15) day
period.  Each CPK Party electing to participate in the Transfer shall be
entitled to sell to the prospective Transferee a number of Shares equal to the
total number of Shares which Flax or Rosenfield (as applicable) proposed to
Transfer multiplied by the quotient of (a) the number of Shares owned by such
CPK Party as of the date notice is given as provided in the first sentence of
this Section 4.2(a), divided by (b) the aggregate number of Shares owned
by Flax or Rosenfield (as applicable) and all of the CPK Parties electing to
participate in the Transfer.  Such Transfer by a CPK Party shall be on
substantially the same terms and conditions as the Transfer by Flax or
Rosenfield (as applicable), and such CPK Party shall only be required to make
representations and warranties and agree to covenants and indemnities that are
substantially similar to those made by Flax or Rosenfield (as applicable) with
respect to such CPK Parties' ownership of such Shares and those matters
necessary for such CPK Parties' to be able to effectuate the Transfer of such
Shares to such proposed Transferee, including, without limitation,
representations and warranties relating to such CPK Parties' authorization to
transfer such Shares, and that the Transfer of such Shares by such CPK Parties
will not (y) require any third party consent or (z) conflict with or result in a
violation or breach or default of any contract to which such CPK Parties are a
party or any governmental law, rule, ordinance or regulation.  The failure of
any CPK Party to give written notice of election to participate within the
fifteen (15) day period described above in this Section 4.2(a) shall be deemed
an election not to participate.


	In the event that one or more CPK Party elects to
participate in the Transfer, as provided in Section 4.2(a) above, the Transfer
shall be completed, in accordance with the terms set forth in the notice given
as provided in the first sentence of Section 4.2(a), provided,
however, that each electing CPK Party shall have the right to include in
such Transfer a number of Shares determined as provided in Section 4.2(a).  In
the event that no Remaining Shareholders elect to participate in the Transfer,
Flax or Rosenfield (as applicable) may complete the Transfer in accordance with
the terms set forth in the notice given as provided in the first sentence of
Section 4.2(a).


	REQUIRED PARTICIPATION IN
CERTAIN TRANSACTIONS.  By its execution of this
Agreement, each CPK Party hereby expressly agrees, for so long as the CPK
Parties collectively hold at least fifty percent (50%) of the then outstanding
shares of the Company's Series A Preferred Stock, to vote in favor of, execute
any shareholder consents necessary to approve of, accept, enter into, be bound
by, cooperate in completing, and comply with all of the terms and conditions of,
any of the following transactions (each, a "Mandatory
Transaction"):



	Sale Transactions.
Any Sale Transaction, provided that (i) the Company has complied with Section 2,
(ii) such Sale Transaction has been approved of, and recommended to the
Shareholders for their approval thereof, by the Board of Directors, and (iii)
the Cash Equivalent as of the date of the closing of the Sale Transaction of the
proceeds received by the Company as a result of such Sale Transaction will be
distributed in a manner such that (A) the holders of shares of Series A
Preferred Stock receive distributions in satisfaction of the entire Liquidation
Preference then in effect for their shares of Series A Preferred Stock, (B) such
distributions occur prior to the distribution of any portion of such proceeds to
the holders of Common Stock, and (C) upon satisfaction of all such Liquidation
Preferences of the then outstanding shares of Series A Preferred Stock, and all
liquidation preferences of any other shares of Preferred Stock then outstanding,
the remaining proceeds received by the Company as a result of such Sale
Transaction will be distributed, on an as converted-to-common basis, to (1) the
holders of shares of Series A Preferred Stock, (2) the holders of shares of
Common Stock, and (3) the holders of all other shares of Preferred Stock having
a right to so participate in such a distribution; and 


	Equity Financings.
Any issuance of shares of capital stock by the Company that CPK would have a
right to subscribe for or purchase a portion thereof pursuant to Section 6
below.


	ADDITIONAL ISSUANCE OF
SHARES.  



	General.  In the
event that the Company determines that it is in its best interests to raise
additional capital through an equity financing in which the Company issues New
Securities, the Company shall provide CPK with the right to purchase that number
of New Securities equal to CPK's pro rata share of such New Securities.
For purposes of this Section 6, CPK's "pro rata share"
shall be equal to the ratio of (a) the sum of (i) the number of shares of Common
Stock into which the shares of Series A Preferred Stock then held by CPK are
then convertible (without giving effect to any accumulated dividends on the then
outstanding shares of Series A Preferred Stock) plus (ii) the number of
shares of Common Stock then held by CPK, to (b) the total number of Then
Outstanding Shares; provided, however, that if Flax and
Rosenfield, or either of them, do not purchase all of the other New Securities
issued in such equity financing, the Company shall provide CPK with the
opportunity to purchase such other New Securities prior to offering such New
Securities on the same terms to any other Person, all in accordance with this
Section 6.  Notwithstanding anything to the contrary, the provisions of this
Section 6 shall no longer be applicable, and CPK shall have no rights pursuant
to this Section 6, beginning on the first date that CPK does not hold at least
fifteen percent (15%) of the Then Outstanding Shares.


	Notice Procedures.




	In the event the Company proposes to undertake an
issuance of New Securities as described in this Section 6, it shall give CPK
written notice of its intention thereof, describing the type of capital stock,
the price and the general terms upon which the Company proposes to issue the
same.  CPK shall have fifteen (15) days after receipt of any such notice to
agree to purchase its pro rata share of such New Securities for the price
and upon the general terms specified in the notice, by giving written notice to
the Company and stating therein the quantity of New Securities to be
purchased.


	In the event that CPK exercises its right to purchase its
pro rata portion of the New Securities described in Section 6(a) above,
and Flax and Rosenfield do not purchase all of the remaining New Securities
issued in connection therewith by the Company, the Company shall give CPK
written notice of such determination by Flax and Rosenfield.  Such notice shall
also contain the aggregate number of New Securities that Flax and Rosenfield are
purchasing, and that number of New Securities being offered that Flax and
Rosenfield are not purchasing (the "Unpurchased New
Securities").  CPK shall have fifteen (15) days after receipt of any
such notice to agree to purchase the Unpurchased New Securities for the price
and upon the general terms specified in the notice provided to CPK pursuant to
Section 6.2(a), by giving written notice to the Company and stating therein the
quantity Unpurchased New Securities to be purchased.


	Completion of
Transaction.  In the event that CPK fails to exercise its right to
purchase New Securities set forth in this Section 6 within the time periods set
forth in this Section 6, the Company shall have one hundred eighty (180) days
thereafter to consummate the sale of such New Securities for which CPK did not
exercise its option, at a price and upon general terms no more favorable to the
purchasers thereof than specified in the notice provided to CPK pursuant to
Section 6.2(a).  In the event the Company has not sold such shares of capital
stock within said one hundred eighty (180) day period, the Company shall not
thereafter issue or sell any New Securities in an equity financing without first
offering such New Securities to CPK in the manner provided
above.


	CORPORATE  GOVERNANCE



	Composition of Board
of Directors.  As provided in the Company's Bylaws, the number of
members of the Board of Directors shall initially be three.  Each Shareholder
shall vote all of its shares, and shall take all other necessary and desirable
actions within such Shareholder's control (whether in its capacity as a
shareholder, director, member of a board committee or officer of the Company or
otherwise), and the Company shall take all necessary and desirable actions
within its control (including, without limitation, calling special board and
shareholders' meetings) to ensure that:



	the number of directors constituting the Board of
Directors remains three until the earlier to occur of (i) the first date on
which CPK holds less than twenty-three percent (23%) of the Then Outstanding
Shares and (ii) that date on which CPK elects not to exercise its right of first
refusal set forth in Section 6 to purchase its entire pro rata share of
New Securities;


	one of the members of the Board of Directors shall be an
individual designated by Flax, who shall initially be Larry Flax;


	one of the members of the Board of Directors shall be an
individual designated by Rosenfield, who shall initially be Richard
Rosenfield;


	until the first date on which CPK no longer holds at
least fifteen percent (15%) of the Then Outstanding Shares, one of the members
of the Board of Directors shall be an individual designated by CPK, who shall
initially be Fred Hipp; 


	in the event that any member of the Board of Directors
who was designated by either Flax and Rosenfield ceases to serve as a director
for any reason, that the Shareholder who designated such designee shall
designate the successor member of the Board of Directors thereto, and that such
designee shall become a member of the Board of Directors;


	in the event that the member of the Board of Directors
who was designated by CPK ceases to serve as a director for any reason, and such
cessation occurs prior to the first date on which CPK no longer holds at least
fifteen percent (15%) of the Then Outstanding Shares, that CPK shall designate
the successor member of the Board of Directors thereto, and that such designee
shall become a member of the Board of Directors; 


	in the event that a Shareholder desires to remove from
the Board of Directors the member designated by such Shareholder, that the
Shareholders and the Company shall take all necessary actions to remove such
designee from the Board; and


	so long as CPK owns at least 15% of the Then Outstanding
Shares immediately prior to a Transfer of its shares, if CPK Transfers at least
15% of the Then Outstanding Shares to a single transferee, that the number of
directors constituting the Board of Directors is increased to a sufficient
number so that such transferee can elect one board member pursuant to the
cumulative voting procedures imposed by California law.


	Required Approval of CPK for
Certain Matters.  Until the first date on which CPK no longer holds at
least twenty percent (20%) of the Then Outstanding Shares, the Company shall
not, without the affirmative vote or prior written consent of CPK:



	Make a change to the compensation paid by the Company to
either of Larry Flax and Richard Rosenfield in their capacities as officers,
employees or directors of the Company, it being acknowledged that:



	as of the date of the opening of the first LA Food Show
restaurant, the Company will pay each of Larry Flax and Richard Rosenfield an
annual salary of $150,000;


	of such $150,000 annual salary (which will accrue), until
the Salary Trigger Date (defined below), the Company will pay each of Larry Flax
and Richard Rosenfield $36,000 annually in accordance with the Company's payment
policy for its employees then in effect, and each of Larry Flax and Richard
Rosenfield will defer the Company's obligation to pay each of them the remaining
salary amounts then owed, 


	upon the Salary Trigger Date, the Company shall pay to
each of Larry Flax and Richard Rosenfield all compensation amounts that each of
Larry Flax and Richard Rosenfield have previously deferred pursuant to Section
7.2(a)(ii) above, 


	beginning on the Salary Trigger Date, the Company shall
commence the payment to each of Larry Flax and Richard Rosenfield such $150,000
annual salary in full in accordance with the Company's payment policy for its
employees then in effect; and


	Larry Flax and Richard Rosenfield are the sole
shareholders in Flax & Rosenfield Restaurant Group, Inc., and as
such, each of them may, without violating any contractual, fiduciary or other
obligation to the Company, develop other restaurant concepts or provide
restaurant consulting services to other restaurant businesses, or both, so long
as each of Larry Flax and Richard Rosenfield devotes to the Company an amount of
time reasonably necessary to perform his duties in connection
therewith.

For purposes of this Section 7.2(a), the "Salary
Trigger Date" shall mean the first to occur of (A) the first date on
which the Company has raised an aggregate of at least $5,000,000 through the
issuance of New Securities in future equity financings, or (B) the first date
upon which a balance sheet of the Company (prepared at any time in accordance
with the Company's standard policies and practices) reflects that the Company's
current assets are equal to or greater than the sum of (1) $250,000,
plus, (2) the Company's "current liabilities."  For
purposes of this Section 7.2(a), "current liabilities" shall
include all amounts of deferred compensation owed to Larry Flax and Richard
Rosenfield contemplated above, shall exclude all then accrued and unpaid
dividends on the then outstanding shares of Series A Preferred Stock, and shall
exclude any and all current liabilities relating to the expansion of the
Company's business;


	Authorize, or obligate itself to authorize, the issuance
or grant of any shares of capital stock of the Company, or any options or
warrants to purchase, or rights to subscribe for, capital stock of the Company,
to employees, directors or consultants of the Company pursuant to any Stock
Option Plan or agreement of the Company approved by the Board of Directors, that
in the aggregate would be in excess of ten percent (10%) of the Company's
outstanding shares of capital stock (as determined on an as converted-to-common
basis and without giving effect to any accumulated dividends on the then
outstanding shares of Series A Preferred Stock) as of the date of this
Agreement;


	Enter into any agreement, arrangement or transaction with
any Shareholder, or any affiliate, relative, beneficiary or employee of the
foregoing; or


	Make any material acquisition, which acquisition may take
place by way of a merger, reorganization, recapitalization or similar
transaction (it being understood that a Sale Transaction shall not be considered
an acquisition by the Company).


	REGISTRATION  RIGHTS.



	Piggyback  Rights.



	Except with respect to an initial public offering of the
Company's Common Stock under the Act, subject to the provisions herein, if the
Company at any time proposes to register any of its Common Stock under the Act
for sale to the public (other than registration of shares of Common Stock on
Form S-4 or Form S-8 or any successor form thereto), the Company shall give
written notice of the proposed registration to the Shareholders at least thirty
(30) days prior to the filing thereof, and each Shareholder shall have the right
to request that all or any part of its Common Stock be included in such
registration by giving written notice to the Company within fifteen (15) days
after the giving of notice by the Company of such proposed registration (each
Shareholder giving the Company a notice requesting that Common Stock owned by it
be included in such proposed registration being hereinafter referred to in this
Section 8 as a "Registering Holder"); 


	If the registration described in Section 8.1(a) is an
underwritten registration and the managing underwriters of such registration
determine that the aggregate amount of securities of the Company which the
Company, all Registering Holders and all other security holders of the Company
pursuant to contractual rights to participate in such registration ("Other
Holders") propose to include in such registration statement, exceeds the
maximum number of shares of Common Stock that may be included therein for any
reason (including, without limitation, that such number of shares of Common
Stock would have an adverse effect on the price at which the shares of Common
Stock proposed to be registered may be sold), the number of shares of Common
Stock to be registered may be reduced or limited to the extent necessary to
reduce the total number of shares of Common Stock to be included in such
registration to the amount recommended by the managing underwriters (it being
agreed and understood that such underwriters shall have the right to eliminate
entirely the participation in such registration of all Registering Holders) as
follows:



	In connection with an offering initiated by the Company,
such reduction shall be made:



	first, from the shares of Common Stock to be registered
by Other Holders who are not entitled under any agreements between them and the
Company to participate pari passu with the Registering Holders in such
registration;


	second, from the shares of Common Stock intended to be
offered by the Registering Holders and those Other Holders who are entitled
under any agreements between them and the Company to participate pari passu
with the Registering Holders in such registration, on a pro rata
basis, based on the relative equity interests in the Company of all such
Registering Holders and such Other Holders who have requested that shares of
Common Stock owned by them be so included; and


	last, from the shares of Common Stock to be registered
for the account of the Company.


	In connection with an offering initiated by a Third Party
Demand Shareholder, such reduction shall be made: 



	first, from shares of Common Stock held by Persons
(including the Company) who are not Registering Holders, the Third Party Demand
Shareholder or Other Holders who are entitled under any agreements between them
and the Company to participate pari passu with the Registering Holders in
such registration;


	second, from the shares of Common Stock to be registered
by the Registering Holders and the Other Holders who are entitled under any
agreements between them and the Company to participate pari passu with
the Registering Holders in such registration, on a pro rata basis, based
on the relative equity interests in the Company of all such Registering Holders
and such Other Holders who have requested that shares of Common Stock owned by
them be so included; and


	last, from the shares of Common Stock to be registered by
the Third Party Demand Shareholder.


	Common Stock proposed to be registered and sold for the
account of any Registering Holder shall be sold to prospective underwriters
selected or approved by the Company and on the terms and subject to the
conditions of one or more underwriting agreements negotiated between the Company
and the prospective underwriters.  The Registering Holders shall be permitted to
withdraw all or a part of the shares of Common Stock held by such Registering
Holders which were to be included in such registration at any time prior to the
effective date of such registration.  The Company shall not be required to
maintain the effectiveness of the registration statement for such registration
beyond the earlier to occur of ninety (90) days after the effective date thereof
or the consummation of the distribution by the Company of the shares of Common
Stock included for the account of the Company in such registration statement.
The Company may withdraw any registration statement at any time before it
becomes effective, or postpone the offering of securities, without obligation or
liability to any Shareholder.


	The registration rights set forth in this Section 8 shall
terminate and be of no further effect with respect to the Common Stock (i) at
such time as the Company has filed, and there has become effective, three
registration statements in which all Shareholders have been afforded the
opportunity to include all shares of Common Stock held by them; or (ii) if
earlier, after a public trading market has existed for shares of Common Stock of
the Company and the shares of Common Stock held by the Shareholders may be
distributed to the public pursuant to Rule 144(k) promulgated under the Act (or
any successor rule or regulation), free of any restrictions imposed pursuant to
paragraph (f) of this Section 8.


	In connection with any registration of shares of Common
Stock under the Act pursuant to this Agreement, the Company will furnish each
Registering Holder whose shares of Common Stock are registered thereunder with a
copy of the registration statement and all amendments thereto and will supply
each Registering Holder with copies of any prospectus included therein
(including a preliminary prospectus and all amendments and supplements thereto),
in such quantities as may be reasonably necessary for the purposes of the
proposed sale or distribution covered by such registration.  The Company shall
not, however, be required to supply copies of a prospectus for a period beyond
ninety days after the effective date of such registration statement and, at the
end of such period, the Company may deregister any shares of Common Stock
covered by such registration statement and not then sold or distributed.  In
connection with any such registration of Common Stock, the Company will, at the
request of the managing underwriter with respect thereto, use its best efforts
to qualify such registered shares for sale under the securities laws of such
states as is reasonably required to permit the distribution of such registered
shares, provided that the Company shall not be required in connection therewith
or as a condition thereof to qualify as a foreign corporation or to execute a
general consent to service of process in any jurisdiction or become subject to
taxation in any jurisdiction.


	Notwithstanding any other provision of this Section 8,
each Shareholder agrees in connection with any registration of the Company's
securities under the Act, if so requested by the Company or any managing
underwriter in connection with such registration, each Shareholder shall agree
in writing not to sell, assign, convey or otherwise transfer any of the
Company's securities during the periods specified by the Company's Board of
Directors after negotiation with such managing underwriter, with such periods
not to exceed the 10 days prior to, and the 180 days following the effective
date of a registration statement of the Company filed under the Act in
connection with such registration; provided, however, that the
restrictions set forth in this Section 8.1(f) shall be effective only if and to
the extent that (i) all Shareholders enter into agreements with the underwriters
pursuant to this Section 8.1(f) not to sell, assign, convey or otherwise
transfer any of the Company's securities in connection with such registration,
and (ii) the time periods in all such agreements during which the Shareholders
may not sell, assign, convey or otherwise transfer any of the Company's
securities in connection with such registration are identical; provided,
further, that, in the case of death of a Shareholder, if consented to by
the managing underwriter, such Shareholder's estate shall be permitted to offer
for public sale prior to the expiration of such period such securities of the
Company as reasonably necessary to generate funds for the payment of estate
taxes.  The Company may impose stop-transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such
period.


	Except as otherwise required by state securities laws or
the rules and regulations promulgated thereunder, all expenses, disbursements
and fees incurred by the Company in connection with carrying out its obligations
under this Section 8 shall be borne by the Company; provided,
however, that each Registering Holder shall pay (i) all costs and
expenses of counsel for such Registering Holder if such counsel is not also
counsel for the Company, (ii) all underwriting discounts, commissions and
expenses and all transfer taxes with respect to the shares sold by such
Registering Holder, and (iii) all other expenses incurred by such Registering
Holder and incidental to the sale and delivery of the shares to be sold by such
Registering Holder.


	It shall be a condition of each Registering Holder's
rights hereunder to have shares of Common Stock owned by such Registering Holder
registered that:



	such Registering Holder shall cooperate with the Company
by supplying information and executing documents relating to such Registering
Holder or the securities of the Company owned by such Registering Holder in
connection with such registration;


	such Registering Holder shall enter into any
undertakings, and take such other action relating to the conduct of the proposed
offering, which the Company or the underwriters may reasonably request as being
necessary to insure compliance with federal and state securities laws and the
rules or other requirements of the National Association of Securities Dealers,
Inc. or which the Company or the underwriters may reasonably request to
otherwise effectuate the offering; and


	such Registering Holder shall execute and deliver an
agreement to indemnify and hold harmless the Company, each of its directors,
each of its officers who has signed the registration statement, any underwriter
(as defined in the Act), and each person, if any, who controls the Company or
such underwriter within the meaning of the Act, against such losses, claims,
damages or liabilities (including reimbursement for legal and other expenses) to
which the Company or any such director, officer, underwriter or controlling
person may become subject under the Act or otherwise, in such manner as is
customary for registrations of the type then proposed and, in any event,
equivalent in scope to indemnities given by the Company in connection with such
registration, but only (A) with respect to written information furnished by such
Registering Holder in his capacity as a selling shareholder in connection with
such registration, and (B) in an amount equal to the net proceeds received by
such Registering Holder from the sale of Common Stock pursuant to such
registration.


	In the event of any registration under the Act of any
shares of Common Stock pursuant to this Section 8, the Company hereby agrees to
indemnify and hold harmless each Shareholder disposing of such shares against
such losses, claims, damages or liabilities (including reimbursement for legal
and other expenses) to which each such Shareholder may become subject under the
Act or otherwise, in such manner as is customary for registrations of the type
then proposed, but not with respect to information furnished by each of them in
their capacities as selling shareholders in connection with such
registration.


	Additional Registration Rights.  To the extent the
Company affords Flax and Rosenfield the opportunity to include any of their
shares of Common Stock in any registration of its Common Stock under the Act
(other than registration of shares of Common Stock on Form S-8 or any successor
form thereto), the Company shall afford CPK the opportunity to include its
shares of Common Stock in such registration to the same extent, and on the same
terms and conditions, on a pro rata basis, afforded to Flax and
Rosenfield, based on the relative equity interests in the Company of CPK, Flax
and Rosenfield.


	USE OF CPK
RESOURCES.  The Company hereby agrees to use its commercially reasonable
efforts to design all of its "back office" functions (such as
accounting, computer communications and inventory control) to be compatible with
the similar back office functions of CPK's "California Pizza Kitchen"
restaurant business.  At the request of the Company, CPK, at its sole
discretion, may make its employees and services available to the Company for any
purpose related to the Company's business.  If CPK does so make its employees
and services available to the Company, the Company will compensate CPK for the
provision of such services based upon amounts determined by arms-length
negotiations between CPK and the Company and pursuant to secondment
agreements.


	PREPARATION OF FINANCIAL
STATEMENTS .  



	Financial
Statements.  The Company shall prepare, in its usual course of business,
customary year-end and quarterly financial statements, all in accordance with
GAAP consistently applied, and shall cause its year-end financial statements to
be accompanied by a report and opinion thereon by the Company's independent
certified public accountants.  The Company shall use its best efforts to cause
such independent certified public accountants to be one of the "Big 4"
accounting firms.  The Company currently contemplates that the customary
financial statements will include, without limitation, a balance sheet of the
Company and its subsidiaries (if any) as of the end of the Company's fiscal
year, and consolidated statements of income and retained earnings and
consolidated statements of changes in cash flows of the Company and its
subsidiaries (if any) for the Company's fiscal year, setting forth in each case
in comparative form the corresponding figures for the previous fiscal
year.


	Access to Financial
Statements.  The Company hereby acknowledges that each member of the
Board of Directors shall have access to all financial statements prepared by the
Company, including without limitation any quarterly or monthly financial
statements prepared by the Company, as well as the Company's books and records
and any business plans of the Company and forecasts of the Company's projected
costs, revenues income, and capital requirements.  The Company further
acknowledges that for so long as CPK has a right to designate a member of the
Board of Directors pursuant to Section 7.1(d), CPK's representatives authorized
by such member shall have the same access to the Company's financial statements,
business plans and forecasts of the Company's projected costs, revenues income
and capital requirements, as such member pursuant to the first sentence of this
Section 10.2.


	TERMINATION AND AMENDMENT OF
AGREEMENT; ADMISSION OF ADDITIONAL MEMBERS.



	General.  This
Agreement shall terminate upon the first to occur of the following events:




	The written agreement of all of the then-current
Shareholders and the Company to terminate this Agreement;


	Upon the consummation of a public offering pursuant to an
effective registration statement under the Act of shares of Common Stock that is
underwritten by a nationally recognized investment bank; provided,
however, that in such case, the terms and conditions of Section 8 shall
continue to exist in full force and effect;


	Upon the completion of any transaction, in any form, as a
result of which or following which the Shareholders who are then parties to this
Agreement represent, in the aggregate, less than fifty percent (50%) of the
total voting power of the Company or any entity other than the Company which is
the surviving entity in such transaction provided, however, that
in such case, the terms and conditions of Section 8 shall continue to exist in
full force and effect; or 


	Upon the completion of any Sale Transaction that occurs
in compliance with Section 2.1.


	Amendment and
Modification.  This Agreement may be amended or modified only with the
written consent of the Company and the holders of 80% of the Then Outstanding
Shares held by the Shareholders, expressly setting forth the amendments or
modifications; provided, however, that no such modification or
amendment will be effective without the affirmative vote or consent of CPK so
long as CPK owns at least twenty percent (20%) of the Then Outstanding Shares.
Following any such amendment, all references herein to this Agreement shall be
deemed to mean and include the Agreement as so amended.


	Agreement of Parties to
Admit Additional Shareholders.  Each party to this Agreement, by its
execution hereof, hereby agrees that, if required by the Company, it shall cause
any individual or entity to whom Shares are Transferred by any Shareholder in
accordance with this Agreement to execute and deliver of a counterpart signature
page to this Agreement in a form substantially similar to Exhibit
A, and upon such execution and delivery, such Individual or entity shall
become a party to this Agreement and thereby agree to be bound by and to observe
all of the terms and conditions contained herein.


	MISCELLANEOUS.



	Entire Agreement.
This Agreement, including the exhibits hereto and the agreements expressly
referred to herein, constitutes the entire understanding between the parties
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written.  There
are no warranties, representations or other agreements between the parties, in
connection with the subject matter hereof, except as specifically set forth
herein.  No supplement, modification, waiver or termination of this Agreement
shall be binding unless made in writing and in compliance with the provisions of
Section 12.2.


	Waivers.  No term,
condition or provision of this Agreement may be waived except by an express
written instrument to such effect signed by the party to whom the benefit of
such term, condition or provision runs.  No such waiver of any term, condition
or provision of this Agreement shall be deemed a waiver of any other term,
condition or provision, irrespective of similarity, or shall constitute a
continuing waiver of the same term, condition or provision, unless otherwise
expressly provided.  No failure or delay on the part of any party in exercising
any right, power or privilege under any term, condition or provision of this
Agreement shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any other right,
power or privilege. 


	Severability.  In
the event any one or more of the terms, conditions or provisions contained in
this Agreement should be found in a final award or judgment rendered by any
court or arbitrator or panel of arbitrators of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining terms, conditions and provisions contained
herein shall not in any way be affected or impaired thereby, and this Agreement
shall be interpreted and construed as if such term, condition or provision, to
the extent the same shall have been held invalid, illegal, or unenforceable, had
never been contained herein, provided that such interpretation and construction
is consistent with the intent of the parties as expressed in this
Agreement.


	Headings,
Definitions.  The headings of the Sections contained in this Agreement
are included herein for reference purposes only, solely for the convenience of
the parties hereto, and shall not in any way be deemed to affect the meaning,
interpretation or applicability of this Agreement or any term, condition or
provision hereof.  All references to Sections, Articles, Schedules or Exhibits
contained herein mean Sections, Articles, Schedules or Exhibits of this
Agreement unless otherwise stated.  All capitalized terms defined herein
are equally applicable to both the singular and plural forms of such
terms.


	Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California, without reference to the choice of law principles
thereof.


	Attorneys' Fees.  In the event that any party
to this Agreement shall commence any suit, action, arbitration or other
proceeding to interpret this Agreement, or determine or enforce any right or
obligation created hereby, including but not limited to any action for
rescission of this Agreement or for a determination that this Agreement is void
or ineffective ab initio, the prevailing party in such action
shall recover such party's costs and expenses incurred in connection therewith,
including attorney's fees and costs of appeal, if any.  Any court, arbitrator or
panel of arbitrators shall, in entering any judgment or making any award in any
such suit, action, arbitration or other proceeding, in addition to any and all
other relief awarded to such prevailing party, include in such judgment or award
such party's costs and expenses as provided in this Section
12.6.


	Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute only one instrument.
Any or all of such counterparts may be executed within or outside the state of
California.  Any one of such counterparts shall be sufficient for the purpose of
proving the existence and terms of this Agreement, and no party shall be
required to produce an original or all of such counterparts in making such
proof.


	Covenant of Further
Assurances.  All parties to this Agreement shall, upon request, perform
any and all acts and execute and deliver any and all certificates, instruments
and other documents that may be necessary or appropriate to carry out any of the
terms, conditions and provisions hereof or to carry out the intent of this
Agreement. 


	Remedies Cumulative.
Each and all of the several rights and remedies provided for in this Agreement
shall be construed as being cumulative and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law or equity, and
pursuit of any one remedy shall not be deemed to be an election of such remedy,
or a waiver of any other remedy.


	Binding Effect.
This Agreement shall inure to the benefit of and be binding upon all of the
parties hereto and their respective executors, administrators, successors and
permitted assigns. 


	Compliance with
Laws.  Nothing contained in this Agreement shall be construed to require
the commission of any act contrary to law, and whenever there is a conflict
between any term, condition or provision of this Agreement and any present or
future statute, law, ordinance or regulation contrary to which the parties have
no legal right to contract, the latter shall prevail, but in such event the
term, condition or provision of this Agreement affected shall be curtailed and
limited only to the extent necessary to bring it within the requirement of the
law, provided that such construction is consistent with the intent of the
parties as expressed in this Agreement.


	Gender.  As used in
this Agreement, the masculine, feminine or neuter gender, and the singular or
plural number, shall be deemed to include the others whenever the context so
indicates.


	No Third Party
Benefit.  Nothing contained in this Agreement shall be deemed to confer
any right or benefit on any Person who is not a party to this
Agreement.


	Construction; Representation
by Counsel.  The parties hereto represent that they have been
represented and advised by counsel in connection with the negotiation and
preparation of this Agreement, and this Agreement shall be deemed to have been
drafted jointly by the parties, notwithstanding that one party or the other may
have performed the actual drafting hereof.  This Agreement shall be construed
and interpreted in accordance with the plain meaning of its language, and not
for or against either party, and as a whole, giving effect to all of the terms,
conditions and provisions hereof.


	Injunctive Relief; Specific
Performance.  The parties hereby agree and acknowledge that a breach of
any material term, condition or provision of this Agreement would result in
severe and irreparable injury to the other party, which injury could not be
adequately compensated by an award of money damages, and the parties therefore
agree and acknowledge that they shall be entitled to injunctive relief in any
court of competent jurisdiction in the event of any breach of any material term,
condition or provision of this Agreement, or to enjoin or prevent such a breach,
including without limitation an action for specific performance hereof, and the
parties hereby irrevocably consent to the issuance of any such injunction.  The
parties further agree that no bond or surety shall be required in connection
therewith.


	Jurisdiction and Venue.  The federal and state
courts located within the County of Los Angeles, in the State of California,
shall have exclusive jurisdiction and venue with respect to all actions, claims
and proceedings arising out of or relating to this Agreement, or its
enforcement.  The parties to this Agreement hereby waive any right to commence
any claim, action or proceeding in any other venue or jurisdiction, except as
set forth in this paragraph, or to seek dismissal of any action, claim or
proceeding in the County of Los Angeles, in the State of California, on the
basis of improper venue or forum non conveniens.  Moreover, the parties hereby
consent to the personal jurisdiction of the courts of the County of Los Angeles,
in the State of California.


	Legend.  Each stock
certificate representing Shares when issued shall have conspicuously thereon the
following legend:  

"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 CERTIFICATE
OR 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 THE
PRINCIPAL OFFICE OF THE CORPORATION."

A copy of this Agreement shall be delivered to the Secretary
of the Company and shall be shown to any Person making any inquiry with respect
thereto.  


	Notices.  All
notices and communications to be given or otherwise made to either the Company
or Subscriber shall be deemed to be sufficient if contained in a written
instrument delivered in person or by facsimile or duly sent by first class
registered or certified mail, return receipt requested, postage prepaid, or by
overnight courier, or addressed to such party at the following
address:

	


If to CPK:

California Pizza Kitchen, Inc.

                   6053 West Century Boulevard

                   Los Angeles, CA 90045-6430

                   Facsimile No.: (310) 342-4656

                   Attn: Fred Hipp
	


If to Flax:

Larry S. Flax, or his successors in trust, as Trustee of the
Larry S. Flax Revocable Trust dated June 18, 2002, as may be amended from time
to time

c/o LA Food Show, Inc.

                   1334 Park View Avenue, #200

                   Manhattan Beach, CA  90266

                   Facsimile No.: (310) 939-9829

                   Attn: Larry S. Flax






	
 

If to Rosenfield:

Richard Rosenfield

                   c/o LA Food Show, Inc.

                   1334 Park View Avenue, #200

                   Manhattan Beach, CA  90266

                   Facsimile No.: (310) 939-9829
	
If to the Company:



LA Food Show, Inc.

                   1334 Park View Avenue, #200

                   Manhattan Beach, CA  90266

                   Facsimile No.: (310) 939-9829

                   Attn: Richard Rosenfield and Larry S. Flax






or to such other address as the party to whom notice is to be
given may have furnished to the other party hereto in writing in accordance
herewith.  Any such notice or communication shall be deemed to have been
delivered and received:  (a) in the case of personal delivery or delivery by
facsimile, on the date of such delivery, (b) in the case of nationally-
recognized overnight courier, on the next business day after the date when sent
and (c) in the case of mailing, on the third business day following that on
which the piece of mail containing such communications is posted.  As used in
this Section, "business day" shall mean any day other than a
day on which banking institutions in the State of California are legally closed
for business.

 



 

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date, month and year first above written.

	
The Company:

LA Food Show, Inc., a California corporation

By: 

Name: __________________________

Title ________________________

	
Shareholder:

Richard Rosenfield, an individual

 ______________________

Date: _______________


	
Shareholder:

California Pizza Kitchen, Inc., a California corporation

By: _____________________

Name: ______________________

Title: ____________________________

 
	
Shareholder:

Larry S. Flax, or his successors in trust, as Trustee of the Larry S.
Flax Revocable Trust dated June 18, 2002, as may be amended from time to
time

By: __________________

Name: Larry S. Flax

Its:  Trustee






Exhibit A

Counterpart Signature Page

The undersigned, by execution of this Counterpart
Signature Page, hereby agrees and covenants as follows:

1.That the undersigned has received a copy of the
Shareholders' Agreement, dated as of March 6, 2003 (the
"Agreement");

2.That the undersigned has thoroughly read and reviewed
the Agreement, and is familiar with all of the terms and conditions thereof;

3.That the undersigned hereby accepts, enters into, and
agrees to be bound by, the Agreement and all of its terms and conditions, and
that all Shares owned by the undersigned are owned subject to all of such terms
and conditions, and further agrees that any and all certificates representing
Shares owned by the undersigned will bear the legend referenced in Section 12.17
of the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date, month and year first above written.


 
(Signature)


 

(Print Name)














 

 

 

 

 

 

 

 

 

SHAREHOLDERS' AGREEMENT

OF

LA FOOD SHOW, INC.



 

DATED AS OF MARCH 6, 2003



 
1.DEFINITIONS1
1.1Act1

1.2Accepting Remaining Shareholder1

1.3Agreement1

1.4Allocated Portion1

1.5Board of Directors1

1.6Cash Equivalent2

1.7Certificate2

1.8Code2

1.9Company2

1.10Company Proposed Valuation2

1.11Company Right of First Refusal Period2

1.12Common Stock2

1.13CPK2

1.14CPK Cash Equivalent2

1.15CPK IPO Response2

1.16CPK Parties2

1.17CPK Written Offer2

1.18Discounted Stock Value3

1.19Eligible Registrant3

1.20Eligible Unregistered Stock3

1.21Exchange Act3

1.22Flax3

1.23Freely Tradable Stock3

1.24Initial IPO Sale Value3

1.25Initial Remaining Shareholder Value3

1.26Initial Sale Value3

1.27Liquidation Preference4

1.28Mandatory Transaction4

1.29New Securities4

1.30Offer4

1.31Offered Shares4

1.32Other Non-Cash Consideration4

1.33Permitted Transferee4

1.34Person4

1.35Preferred Stock4

1.36Publicly Traded Value5

1.37Remaining Offered Shares5

1.38Remaining Shareholder Offer5

1.39Remaining Shareholder Right of First Refusal Period5

1.40Remaining Shareholder Notice5

1.41Remaining Shareholders5

1.42Rosenfield5

1.43Sale Transaction5

1.44Second CPK Written Offer5

1.45Selling Shareholder5

1.46Series A Preferred Stock5

1.47Shares5

1.48Shareholders5

1.49Stock Option Plans6

1.50Then Outstanding Shares6

1.51Third Party Demand Shareholder6

1.52Third Party Written Notice6

1.53Transfer6

1.54Transferee6

1.55Unallocated Remaining Offered Shares6

1.56Unpurchased New Securities 6



2.RIGHT OF FIRST NEGOTIATION6
2.1Determination by the Company to Enter into a Sale Transaction6

2.2Determination by the Company to Consummate an Initial Public Offering
8



3.RIGHT OF FIRST REFUSAL9
3.1Company's Right of First Refusal9

3.2Remaining Shareholders' Right of First Refusal10

3.3Limitation on Rights to Transfer11

3.4Cash Equivalent of Purchase Price12



4.Drag Along and Co-Sale Rights14
4.1Drag Along Rights14

4.2Co-Sale Rights14



5.REQUIRED PARTICIPATION IN CERTAIN TRANSACTIONS16
5.1Sale Transactions16

5.2Equity Financings16



6.ADDITIONAL ISSUANCE OF SHARES16
6.1General16

6.2Notice Procedures17

6.3Completion of Transaction17



7.CORPORATE GOVERNANCE17
7.1Composition of Board of Directors17

7.2Required Approval of CPK for Certain Matters18



8.REGISTRATION RIGHTS20
8.1Piggyback Rights20

8.2Additional Registration Rights23



9.USE OF CPK RESOURCES24

10.PREPARATION OF FINANCIAL STATEMENTS 24

11.TERMINATION AND AMENDMENT OF AGREEMENT; ADMISSION OF ADDITIONAL
MEMBERS24
11.1General24

11.2Amendment and Modification25

11.3Agreement of Parties to Admit Additional Shareholders25



12.MISCELLANEOUS25
12.1Entire Agreement25

12.2Waivers25

12.3Severability26

12.4Headings, Definitions26

12.5Applicable Law26

12.6Attorneys' Fees26

12.7Execution and Counterparts26

12.8Covenant of Further Assurances26

12.9Remedies Cumulative27

12.10Binding Effect27

12.11Compliance with Laws27

12.12Gender27

12.13No Third Party Benefit27

12.14Construction; Representation by Counsel27

12.15Injunctive Relief; Specific Performance27

12.17Legend28

12.18Notices28





End of TOC - Do not delete this paragraph!