FY2002 10K Exhibit 10.13




                                                                      Exhibit 10.13



Subscription Agreement

This Subscription Agreement (the "Agreement") is
made and entered into as of the 6th day of March, 2003, by and
between Richard Rosenfield, an individual ("Rosenfield"), 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
("Flax"), and California Pizza Kitchen, Inc., a California
Corporation ("CPK" and, collectively with Flax and Rosenfield,
the "Subscribers") and LA Food Show, Inc., a California
corporation (the "Company"), with reference to the facts set
forth below.  

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


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


NOW, THEREFORE, in order to implement the foregoing and in consideration of
the mutual representations, warranties, covenants and agreements contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:



	Subscription for and Purchase of Shares.


	The Purchase.  Subject to the terms and
conditions of this Agreement, each Subscriber hereby irrevocably subscribes for
and purchases the following number of Shares set forth across from such
Subscriber's name for the purchase price of $2.00 per Share (the
"Purchase"):

	
Subscriber
	
Number of Shares Subscribed For
	
Total Subscription Price (the "Purchase
Price")

	
CPK
	
1,000,000 Shares
	
$2,000,000

	
Flax
	
500,000 Shares
	
$1,000,000

	
Rosenfield
	
500,000 Shares
	
$1,000,000





	Payment of Purchase Price.  Each Subscriber hereby pays the
Purchase Price set across from such Subscriber's name in Section 1.1 to the
Company in immediately good and available funds concurrently with the execution
of this Agreement; provided, however, that the Company and each
Subscriber hereby agree and acknowledge that (i) $573,500 of the Purchase Price
due and payable to the Company by Flax has previously been delivered by Flax to
the Company, and (ii) $573,500 of the Purchase Price due and payable to the
Company by Rosenfield has previously been delivered by Rosenfield to the
Company.  Each Subscriber further authorizes the Company to utilize immediately
the full Purchase Price in furtherance of the Company's business.

	Closing; Closing Deliveries.  


	Closing.  The closing (the "Closing") of the
Purchase and the transactions contemplated by this Agreement shall occur on the
date hereof at 10:00 a.m., Los Angeles time, at the offices of Alschuler
Grossman Stein & Kahan LLP, The Water Garden, 1620 26th Street, Fourth
Floor, North Tower, Santa Monica, CA 90404.

	Company Deliveries.  At the Closing, the Company shall deliver (or
shall have previously delivered) to each Subscriber:

	an executed copy of this Agreement;
	an executed copy of the Company's Certificate of Determination of Series A
8% Convertible Preferred Stock certified by the Secretary of State of the State
of California;
	an executed copy of that certain Shareholders' Agreement by and between the
Shareholders and the Company, dated as of even date herewith (the
"Shareholders' Agreement"); and
	a stock certificate representing the Shares purchased by such
Subscriber.



	Subscriber Deliveries.  At the Closing, each Subscriber shall
deliver (or shall have previously delivered) to the Company:

	an executed copy of this Agreement; 
	an executed copy of the Shareholders' Agreement; and
	the Purchase Price set forth across from such Subscribers' name in Section
1.1 of this Agreement.




	Investment Representations and Warranties of the
Subscriber.  Each Subscriber represents and warrants, severally,
and not jointly, to the Company the following:

	The information that Subscriber has furnished herein is correct and complete
as of the date of this Agreement.  The representations and warranties made by
Subscriber may be fully relied upon by the Company and by any investigating
party relying on them;
	Subscriber, if an entity, is duly organized, validly existing and in good
standing under the laws of the state of its incorporation or organization,
having full power and authority to own its properties and to carry on its
business as conducted.
	Subscriber, if a natural person, is twenty-one (21) years of age or older,
competent to enter into a contractual obligation, and a citizen or resident of
the United States of America.
	Subscriber has the requisite power and authority to deliver this Agreement,
and perform his, her or its obligations herein, and consummate the transactions
contemplated hereby.  Subscriber has duly executed and delivered this Agreement.
This Agreement is a valid, legal and binding obligation of Subscriber
enforceable against Subscriber in accordance with its terms, except to the
extent that enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors' rights generally and
subject to general principles of equity (regardless of whether such enforcement
is considered in a proceeding at law or at equity).
	Subscriber is an "accredited investor" as that term is
defined in Rule 501 under Regulation D promulgated under the federal Securities
Act of 1933, as amended (the "Act"). 
	Subscriber is subscribing for and purchasing the Shares solely for
Subscriber's own account, for investment purposes only, and not with a view
toward or in connection with resale, distribution, subdivision or
fractionalization thereof.  Subscriber has no agreement or other arrangement,
formal or informal, with any person or entity to sell, transfer or pledge any
part of the Shares, or which would guarantee him any profit or insure against
any loss with respect to the Shares, and Subscriber has no plans to enter into
any such agreement or arrangement.  Subscriber acknowledges that the Shares have
not been registered under the Act or any state securities laws, and may not be
resold, transferred, assigned or otherwise disposed of unless they are
registered under the Act or an exemption from registration is available, and
unless the proposed disposition is in compliance with the restrictions on
transferability under federal and state securities laws.



	Representations and Warranties of the Company.  The Company
hereby represents and warrants to each Subscriber as follows:

	The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of California, having full power and
authority to own its properties and to carry on its business as conducted.
	The Company has the requisite power and authority to deliver this Agreement,
perform its obligations herein and consummate the transactions contemplated
hereby.  The Company has duly executed and delivered this Agreement.  This
Agreement is a valid, legal and binding obligation of the Company enforceable
against the Company in accordance with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally and subject to
general principles of equity (regardless of whether such enforcement is
considered in a proceeding at law or at equity).
	All of the Shares to be issued to the Subscriber pursuant to this Agreement,
when issued and delivered in accordance with the terms of this Agreement, will
be duly authorized, validly issued, fully paid and non-assessable.
	The authorized capital stock of the Company consists of
100,000,000 shares of common stock and 10,000,000 shares of preferred stock, of
which 2,000,000 shares of preferred stock are designated as Series A 8%
Convertible Preferred Stock.  Immediately after consummation of the Purchase,
there will be issued and outstanding:  (i) 2,000,000 shares of common stock of
the Company and (ii) 2,000,000 shares of Series A 8% Convertible Preferred
Stock.  The shares of Series A 8% Convertible Preferred Stock shall have the
rights, preferences and privileges as set forth in the Certificate of
Determination.  All of the outstanding shares of capital stock of the Company
have been duly authorized and are validly issued, fully paid and non-assessable.
Other than as expressly set forth in the Shareholders' Agreement entered into as
of the date hereof by and among the Company and the Subscribers (the
"Shareholders' Agreement"), there are no contracts, arrangements or
other agreements with respect to voting, issuance, redemption, repurchase,
acquisition, sale or transfer of the capital stock or other securities of the
Company, or any securities convertible into or exchangeable for shares of
capital stock or other securities of the Company, to which the Company, Flax or
Rosenfield is a party.  Except (i) as expressly created by the Shareholders'
Agreement, and (ii) for the subscription for Shares contemplated by this
Agreement, the Company has not granted any preemptive rights, registration
rights, subscriptions, calls, options, warrants, rights, convertible securities
or other agreements or commitments of any character relating to the issued or
unissued capital stock or other securities of the Company, or securities
convertible into or exchangeable for shares of such capital stock or other
securities of the Company, and there are no statutory obligations of the Company
to purchase, redeem or otherwise acquire or to sell, issue or otherwise transfer
any shares of such capital stock.
	The Company does not own a freehold interest in any real property or any
option or right of first refusal or first offer to acquire real property.  The
Company is party to two real property leases (the "Company
Leases") for the real property located at 3212 North Sepulveda
Boulevard, Suite A, Manhattan Beach, CA 90266, and at 1334 Park View Avenue,
#200, Manhattan Beach, CA 90266.  Copies of the real property leases have been
made available to each Subscriber.  The Company Leases are valid, binding and in
full force and effect.  All rents and additional rents and other sums, deposits,
expenses and charges due on the Company Leases have been paid and the Company
has been in peaceable possession since the commencement of its original
possession under the Company Leases and no waiver, indulgence or postponement of
the Company's obligations thereunder has been granted by the lessors.  There
exists no default or event of default by the Company or by any other party to
the Company Leases, or occurrence, condition or act (including the consummation
of the transactions contemplated hereby) which, with the giving of notice, the
lapse of time or the happening of any further event or condition, would become a
default or event of default by the Company under the Company Leases, and there
are no outstanding claims of breach or indemnification or notice of default or
termination of any of the Company Leases.  The Company is in physical possession
and actual and exclusive occupation of the real property subject to the Company
Leases.  The real property leased by the Company pursuant to the Company Leases
requires no repair or restoration works in order to (i) comply with the terms of
the Company Leases or (ii) maintain the leased property in a state of good
maintenance and repair suitable for the purposes for which it is presently being
used.  The Company is currently occupying the real property subject to the
Company Leases in compliance with all laws, statutes, ordinances or other
applicable rules or regulations of any governmental or regulatory authority.
The Company does not owe any brokerage commission with respect to the real
property subject to the Company Leases.
	Neither the execution and delivery of this Agreement or the Shareholders'
Agreement (collectively, the "Transaction Documents") by the Company,
nor the consummation of the transactions contemplated hereby or thereby, will
(a) violate any provision of any law, regulation, statute, ordinance,
administrative order or treaty or any award, decision, injunction, judgment,
order, ruling, subpoena or a verdict rendered by any court, administrative
agency or other governmental body or by any arbitrator, (b) require the consent
of or any filing with any person or governmental body other than the filing of a
Form D with the Securities and Exchange Commission and a notice of transaction
under Section 25102(f) of the California Corporations Code with the California
Secretary of State, (c) violate, result (with or without notice or the passage
of time, or both) in a breach of, or give rise to any right to terminate,
accelerate or cancel any obligation under, any material contract to which the
Company is subject or bound, or (d) result in the creation of any charge, claim,
lien, security interest or other encumbrance of any kind upon any property of
the Company.
	There is no action, investigation, arbitration, hearing, litigation or suit
(whether civil, criminal, administrative, investigative or informal) pending or
threatened against the Company or any of its assets or property before any
court, governmental body or arbitrator.  Neither the Company nor any of its
assets or properties is subject to any order, judgment, injunction or
decree.
	Except as set forth on Schedule 4.8, the Company has all governmental and
regulatory licenses, permits and authorizations (all of which are in full force
and effect) necessary to conduct its business as contemplated.  The Company owns
all trademarks, service marks and trade dress which it expects to use in the
business of the Company including without limitation the "LA Food
Show" service mark.
	Except as set forth on Schedule 4.9, no employee, officer or director of the
Company or any affiliate of any such person, and no member of such person's
immediate family, has engaged in any transactions or entered into any contract,
agreement or other arrangement with the Company.  No officer or director of the
Company or any affiliate of any such person, and no member of any such person's
immediate family, has had any interest in any property used in or pertaining to
the business of the Company.



	Transferability of Shares.  Each certificate or other document
evidencing any of the Shares shall (unless otherwise permitted by the provisions
of this Agreement) be stamped or otherwise imprinted with legends substantially
similar to the following (in addition to any legend required under applicable
state securities laws):

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

THE SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, EXCHANGE,
MORTGAGE, GRANT OF A SECURITY INTEREST IN, GIFT, ENCUMBRANCE, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS 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.

	Indemnity.  

	Each Subscriber acknowledges that such Subscriber understands the meaning
and legal consequences of the representations and warranties contained in this
Agreement, and knowing this, each Subscriber hereby indemnifies and holds
harmless the Company and its officers, directors, shareholders, partners,
members, agents, counsel, servants, employees, affiliates, parent companies,
subsidiaries, heirs, personal and legal representatives and administrators,
successors and assigns from, of and against any and all loss, costs, claims,
expenses and damages (including reasonable attorneys' fees and court costs
incurred), or liability due, which any one of them may incur by reason of
failure of such Subscriber to fulfill any of the terms or conditions of this
Agreement or arising out of or by reason of any representation or warranty of
such Subscriber, or any breach thereof.
	The Company acknowledges that it understands the meaning and legal
consequences of the representations and warranties contained in this Agreement,
and knowing this, the Company hereby indemnifies and holds harmless each
Subscriber and its officers, directors, shareholders, partners, members, agents,
counsel, servants, employees, affiliates, parent companies, subsidiaries, heirs,
personal and legal representatives and administrators, successors and assigns
from, of and against any and all loss, costs, claims, expenses and damages
(including reasonable attorneys' fees and court costs incurred), or liability
due, which any one of them may incur by reason of failure of the Company to
fulfill any of the terms or conditions of this Agreement or arising out of or by
reason of any representation or warranty of the Company, or any breach
thereof.



	Understandings and Agreements.

	Each Subscriber hereby agrees, and hereby agrees to cause its subsequent
transferees to agree, that, 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, Subscriber or any transferee
of Subscriber 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 at the request of 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, in the
case of death of Subscriber or any subsequent transferee, if consented to by the
managing underwriter, such Subscriber or subsequent transferee'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.
	Each Subscriber agrees to provide all information, execute all documents,
and do all other things requested (without, however, assuming or undertaking any
monetary liability) by the Company in connection with the Company's application
for transfer of, or obtaining of, any liquor, beverage or other license or
permit sought by the Company.  It is acknowledged that the Company may seek
certain information or documents, and may require execution of such documents
and other certificates, in connection with Company's application for transfer
of, obtaining of, or maintaining of a license to serve beer, wine and other
alcoholic beverages at any restaurant owned by the Company, and that in
connection therewith, shareholders of the Company who own a certain minimum
equity interest in the Company may be required by the laws of the State of
California or any other applicable jurisdiction to provide such information,
documents, certificates or other things, and Subscriber hereby agrees to fully
cooperate in connection with the foregoing.



	Miscellaneous Provisions.

	This Agreement shall be governed by and construed in accordance with the
laws of the State of California without reference to the conflicts of laws
principles thereof.
	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.

	Neither this Agreement, nor the rights, obligations nor interests of a
Subscriber may be assigned without the prior written consent of the
Company.
	Any term of this Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of each of
the parties hereto.
	If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
	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.
	The parties hereby agree and acknowledge that a breach 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 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.
	This Agreement and the documents referred to herein constitute the entire
agreement among the parties and shall constitute the sole documents setting
forth terms and conditions of the Subscriber's contractual relationship with the
Company with regard to the matters set forth herein.  
	This Agreement may be executed in any number of counterparts, or facsimile
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
	The titles and subtitles used in this Agreement are used for convenience and
are not to be considered in construing or interpreting this Agreement.  The
singular number or masculine gender, as used herein, shall be deemed to include
the plural number and the feminine or neuter genders whenever the context so
requires.

 [The remainder of this page is left intentionally blank.]

IN WITNESS WHEREOF, Each Subscriber, or its duly authorized
representative(s), has hereby executed and delivered this Subscription
Agreement, and executed and delivered herewith the Purchase Price, as of the
date set forth above.

 

Larry S. Flax, or his successors in trust, as


Trustee of the Larry S. Flax RevocableRichard Rosenfield

Trust dated June 18, 2002, as may be 

amended from time to time



By:

Name: Larry S. Flax

Its: Trustee 

California Pizza Kitchen, Inc., a California

corporation

By: _____________________

Name: ___________________________

Title: ________________________


AGREED AND ACCEPTED:

LA Food Show, Inc., a California corporation


By: _____________________

Name: ___________________________

Title: ________________________