FY2002 10K Exhibit 10.14





                                                                      Exhibit 10.14


CERTIFICATE OF DETERMINATION 

OF SERIES A 8% convertible PREFERRED STOCK 

of

LA Food show, INC. 


Richard Rosenfield, DOES HEREBY CERTIFY THAT


1.He is the Co-President and Secretary of LA Food Show, Inc., a
California corporation (the "Company").


2.The Company is authorized to issue a total of ten million (10,000,000)
shares of Preferred Stock, in one or more series, none of which have been issued
as of the date hereof.


3.Pursuant to the authority conferred upon the Board of Directors (the
"Board") by the Company's Amended and Restated Articles of
Incorporation, as amended through the date hereof, the Board, by unanimous
written consent, adopted the following resolutions authorizing the issuance of
2,000,000 shares of Series A 8% Convertible Preferred Stock, which resolutions
are still in full force and effect and are not in conflict with any provisions
of the Company's Amended and Restated Articles of Incorporation or Bylaws of the
Company:


RESOLVED, that pursuant to the authority vested in the Board of Directors
(the "Board") by LA Food Show, Inc.'s (the
"Company") Amended and Restated Articles of Incorporation (the
"Articles"), the Board does hereby establish a series of
Preferred Stock of the Company from the Company's authorized class of 10,000,000
shares of Preferred Stock, such series to consist of 2,000,000 shares, and to
the extent that the voting rights, designation, powers, preferences and relative
participating, optional or other special rights and the qualifications,
limitations or restrictions of that series are not stated and expressed in the
Articles, does hereby fix and state the voting rights, designation, powers,
preferences and relative participating or other special rights and the
qualifications, limitations or restrictions thereof, as follows:




	Designation and Amount.  There is hereby designated a series of
shares of Preferred Stock consisting of 2,000,000 shares designated
"Series A 8% Convertible Preferred Stock" (the "Series
A Preferred Stock").

	Liquidation and Other Rights.


	Preference.  

	In the event of any liquidation, dissolution or winding up of the Company,
either voluntary or involuntary, the holders of the Series A Preferred Stock
shall be entitled to receive, prior and in preference to any distribution of any
of the assets of the Company to the holders of common stock of the Company (the
"Common Stock") and the holders of any other class or series of
capital stock of the Company ranking, as to payment of dividends, distribution
of assets or redemptions, junior to the Series A Preferred Stock (collectively
with the Common Stock, "Junior Stock"), by reason of their
ownership thereof, an amount per share equal to $2.00 per share (the
"Face Amount") for each share of Series A Preferred Stock then
held by them (with such amount to be proportionately adjusted to reflect any
combination, consolidation, reclassification or like adjustment to the Series A
Preferred Stock) plus any accrued but unpaid dividends with respect to such
shares through the date of payment (the "Liquidation
Preference").  If, upon the occurrence of such event, the assets and
funds thus distributed among the holders of the Series A Preferred Stock shall
be insufficient to permit the payment to such holders of the full aforesaid
preferential amounts, then the entire assets and funds of the Company legally
available for distribution shall be distributed ratably among the holders of the
Series A Preferred Stock in proportion to the preferential amount each such
holder is otherwise entitled to receive.  
	Upon the completion of the distribution required by Section 2(a)(i) above,
and any distributions required to be made to holders of any class or series of
capital stock which on liquidation ranks prior to the Common Stock, all
remaining assets and surplus funds of the Company available for distribution to
shareholders shall be distributed among the holders of the Series A Preferred
Stock, the Common Stock and any other shares of Preferred Stock having a right
to so participate in such distribution on a pro rata basis, based on the
number of shares of Common Stock held by each such holder (assuming the
conversion of such shares into shares of Common Stock as of the record date for
such distribution).



	Certain Dispositions.  The merger or consolidation of the Company
with or into any other corporation or entity, or the sale or conveyance of all
or substantially all the assets of the Company, shall not be deemed to be a
liquidation, dissolution or winding up of the Company for purposes of this
Section 2.

	Conversion.  The holders of the Series A Preferred Stock shall have
the following conversion rights:


	Optional Conversion.  

	Subject to Section 3(a)(ii) below, each share of Series A Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after the
date of issuance of such share, at the office of the Company or any transfer
agent for the Series A Preferred Stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing $2.00 by the
Conversion Price (defined below) applicable to such share and in effect on the
date the certificate representing such share is surrendered for conversion (the
"Conversion Date").  The initial Conversion Price per share for
shares of Series A Preferred Stock shall be $2.00 and shall thereafter be
subject to adjustment as set forth in Section 3(c) below (the
"Conversion Price").
	Before any holder of shares of Series A Preferred Stock shall be entitled to
convert the same into shares of Common Stock pursuant to Section 3(a)(i) above,
such holder shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Company or of any transfer agent for the Series A
Preferred Stock and shall give written notice to the Company, at its principal
corporate office, of the election to convert such shares of Series A Preferred
Stock.  Such notice shall state the number of shares of Series A Preferred Stock
to be converted and the name or names in which the certificate or certificates
for shares of Common Stock are to be issued.  The Company shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of the
shares of Series A Preferred Stock so converted, or to the nominee or nominees
of such holder, a certificate or certificates for the number of fully paid and
nonassessable shares of Common Stock to which such holder shall be entitled as
aforesaid, together with a cash adjustment in respect of any fraction of a share
to which the holder shall be entitled as provided in Section 3(d) below, and, if
less than the entire number of shares of Series A Preferred Stock represented by
the certificate or certificates surrendered is to be converted, a new
certificate for the number of shares of Series A Preferred Stock not so
converted.  Such conversion shall be deemed to have been made immediately prior
to the close of business on the Conversion Date, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date.  If any holder of shares of Series A Preferred
Stock chooses to convert such shares pursuant to this Section 3(a) in connection
with an underwritten offering of securities registered pursuant to the
Securities Act of 1933, as amended, such conversion may, at the option of such
holder tendering such shares of Series A Preferred Stock for conversion, be
conditioned upon the closing with the underwriters of the sale of securities
pursuant to such offering, in which event the person(s) entitled to receive
Common Stock upon conversion of such shares of Series A Preferred Stock shall
not be deemed to have converted such shares of Series A Preferred Stock until
immediately prior to the closing of such sale of securities.
	As of the Conversion Date, shares of Series A Preferred Stock being
converted into shares of Common Stock in accordance with Section 3(a)(i) above
will be so converted, and dividends on such shares of Series A Preferred Stock
shall cease to accumulate.



	Payment of Dividends Upon Conversion.  Upon conversion of any shares
of Series A Preferred Stock pursuant to Section 3(a) above, the Company shall
pay to the holder of such shares of Series A Preferred Stock an amount equal to
the aggregate amount of all accrued but unpaid dividends (if any) on such shares
of Series A Preferred Stock being converted as of the Conversion Date in cash,
or, at the sole option of the Company, in that number of shares of Common Stock
that equals the aggregate amount of all accrued but unpaid dividends per share
of Series A Preferred Stock being converted divided by the Fair Market Value of
a share of Common Stock as of the Conversion Date.  No conversion of
shares of Series A Preferred Stock pursuant to this Section 3 shall be deemed to
limit or waive any rights of the holders of Series A Preferred Stock to receive
any accrued and unpaid dividends (whether or not declared) as of the Conversion
Date.

"Fair Market Value" of a share of Common Stock with respect
to any day shall mean (i) the closing sales price on the immediately preceding
trading day of a share of Common Stock on the principal national securities
exchange or automated quotation system on which the shares of Common Stock are
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange or automated quotation system, the average of the
last reported bid and asked prices on such immediately preceding trading day in
the over-the-counter market as furnished by the National Association of
Securities Dealers, Inc., or, if such firm is not then engaged in the business
of reporting such prices, as furnished by any similar firm then engaged in such
business selected in good faith by the Company, or if there is no such firm, as
furnished by any member of the National Association of Securities Dealers, Inc.,
selected in good faith by the Company, or (ii) if the shares of Common Stock are
not then traded on any such exchange or system, the amount determined in good
faith by the Board to represent the fair value of a share of Common Stock.


	Conversion Price Adjustments of Series A Preferred Stock for Splits and
Combinations.  The Conversion Price of the Series A Preferred Stock shall be
subject to adjustment from time to time as follows:

	If the Company shall (a) declare a dividend or make a distribution on its
Common Stock in shares of its Common Stock, (b) subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares, or (c)
combine or reclassify the outstanding Common Stock into a smaller number of
shares, the Conversion Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification shall be proportionately adjusted so that the holder of any
shares of Series A Preferred Stock surrendered for conversion after such date
shall be entitled to receive the number of shares of Common Stock which such
holder would have owned or been entitled to receive had such shares of Series A
Preferred Stock been converted immediately prior to such date.  Successive
adjustments in the Conversion Price shall be made whenever any event specified
above shall occur.
	In case the Company shall fix a record date for the making of a distribution
to all holders of shares of its Common Stock of (a) shares of any class other
than its Common Stock, (b) evidence of indebtedness of the Company or any
subsidiary of the Company, (c) assets, or (d) rights or warrants, in each such
case all holders of shares of its Series A Preferred Stock shall receive a
distribution of (a) shares of any class other than its Common Stock, (b)
evidence of indebtedness of the Company or any subsidiary of the Company, (c)
assets, or (d) rights or warrants, as applicable, equal in amount to the
distribution which they would have received had such holders converted their
shares of Series A Preferred Stock into Common Stock immediately prior to the
distribution.
	If at any time or from time to time the Common Stock issuable upon the
conversion of the Series A Preferred Stock is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification, reorganization, merger, consolidation, sale
of assets or otherwise (other than by a stock split, combination dividend or
distribution as described in Sections 3(c)(i) and 3(c)(ii) above), then in any
such event each holder of shares of Series A Preferred Stock shall have the
right thereafter to convert such shares into the kind and amount of shares and
other securities and property receivable upon such recapitalization,
reclassification or other change by a holder of the number of shares of Common
Stock into which such shares of Series A Preferred Stock could have been
converted immediately prior to such recapitalization, reclassification,
reorganization, merger, consolidation, sale of assets or other change, all
subject to further adjustment as provided herein or with respect to such other
securities or property by the terms thereof.



	No Fractional Shares and Certificate as to Adjustments.

	No fractional shares of Common Stock or scrip representing fractional shares
of Common Stock shall be issued upon any conversion of any shares of Series A
Preferred Stock.  All shares of Common Stock (including fractions thereof)
issuable upon conversion of more than one share of Series A Preferred Stock by a
holder thereof shall be aggregated for purposes of determining whether the
conversion would result in the issuance of any fractional share.  If, after the
aforementioned aggregation, the conversion would result in the issuance of any
fractional share, the Company shall, in lieu of issuing any fractional share,
pay cash equal to the product of such fraction multiplied by the Common Stock's
Fair Market Value on the date of conversion.
	Upon the occurrence of each adjustment or readjustment of the Conversion
Price of shares of Series A Preferred Stock pursuant to this Section 3, the
Company, at its expense, shall promptly compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to each holder of
shares of Series A Preferred Stock, a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.  The Company shall, upon the written request at any time
of any holder of Series A Preferred Stock, furnish or cause to be furnished to
such holder a like certificate setting forth (A) such adjustment and
readjustment, (B) the Conversion Price at the time in effect and (C) the number
of shares of Common Stock and the amount, if any, of other property which at the
time would be received upon the conversion of a share of Series A Preferred
Stock.



	Notices of Record Date.  In the event of any taking by the Company of
a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, the Company shall mail to each holder of Series A
Preferred Stock, at least ten (10) days prior to the date specified therein, a
notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.

	Reservation of Shares Issuable Upon Conversion.  The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock.  If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series A Preferred Stock, in
addition to such other remedies as shall be available to the holders of shares
of Series A Preferred Stock, the Company will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including without limitation engaging in best efforts to
obtain the requisite shareholder approval of any necessary amendment to the
Company's Articles of Incorporation.

	Notices.  Any notice required by the provisions of this Section 3 to
be given to the holders of shares of Series A Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid, and addressed to
each holder of record at such holder's address appearing on the books of the
Company.

	Good Faith.  The Company shall not, by amendment of its Articles
(including this Certificate of Determination) or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issuance or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but shall at all times in good faith assist in the carrying out of all
of the provisions of this Certificate of Determination and in the taking of all
such actions as may be necessary or appropriate in order to protect the
conversion and other rights of the holders of the shares of Series A Preferred
Stock against impairment of any kind.

	Voting Rights.  Each share of Series A Preferred Stock shall be
entitled to that number of votes equal to the number of shares of Common Stock
into which such share of Series A Preferred Stock may be converted as of the
record date for the action taken (without taking into effect any accumulated
dividends on such shares of Series A Preferred Stock).  Except as required by
the California Corporations Code, the holders of shares of Series A Preferred
Stock shall vote with the holders of Common Stock (and any other shares of
Preferred Stock which in their Preferred Stock Certificate of Determination have
been granted such voting rights) as a single class.

	Dividends.  


	Amount.  The holders of shares of the Series A Preferred Stock shall
be entitled to receive, when and as and if declared by the Board, out of funds
legally available therefore, and subject to the California Corporations Code,
dividends at the rate of 8% per annum of the Face Amount per share, payable, at
the sole option of the Company, in cash or shares of Common Stock.  Except as
set forth in Section 3(b) above, declared dividends shall be paid pro rata to
the holders entitled thereto.  Such dividends payable in shares of Common Stock
shall be valued at the Fair Market Value of the Company's Common Stock as of the
date that such dividend is declared.
	Cumulation and Time of
Payment.  The dividends indicated in Section 6(a) above shall be cumulative
and shall accrue from day to day, whether or not earned or declared, commencing
with the date of issue of each such share of Series A Preferred Stock or from
the most recent date through which all dividends have been paid, whichever is
later.  Accumulated dividends with respect to the fiscal year ending on
the last Sunday of December of each year shall be payable, if declared, annually
on each following January 31 (each such January 31 being a "Dividend
Payment Date") to holders of record of outstanding shares of Series A
Preferred Stock as their names shall appear on the stock register of the Company
as of January 15 of such year, with the first such Dividend Payment Date being
January 31, 2004.  No undeclared or unpaid dividend shall bear or accrue
interest or dividends.  Except as set forth in Section 3(a) above,
nothing herein contained shall in any way or under any circumstances be
construed or deemed to require the Board of Directors to declare, or the Company
to pay or set aside for payment, any dividends on shares of the Series A
Preferred Stock at any time.

	Payment of Accumulated Dividends.  Accumulated dividends not paid on
prior Dividend Payment Dates may be declared by the Board of Directors, and paid
to the holders of record of outstanding shares of Series A Preferred Stock as
their names shall appear on the stock register of the Company on a record date
to be established by the Board of Directors, which record date shall be not more
than 60 nor less than 30 days preceding the date of payment, whether or not such
date is a Dividend Payment Date.  Holders of outstanding shares of Series A
Preferred Stock shall not be entitled to receive any dividends in excess of the
full cumulative dividends to which such holders are entitled as herein provided.
Any payment of accumulated dividends pursuant to this provision shall be applied
first to accumulated dividends relating to the earliest Dividend Payment Date
for which dividends were not paid, then to the next such Dividend Payment Date,
and so on, up to and including the most recent Dividend Payment Date for which
dividends were not paid.

	
	Procedure for the Payment of Dividends.  All dividends declared by the
Board of Directors on the Series A Preferred Stock pursuant to this Section 6
shall be deemed paid by the Company once (i) a sum in cash sufficient to pay
such dividends on the shares of Series A Preferred Stock is irrevocably
deposited with a bank or trust company for the payment of such dividends with
irrevocable instructions to pay the holders of the Series A Preferred Stock
(whether before or on the Dividend Payment Date) or (ii) the Company pays such
dividends in full.

	No Other Rights.  The shares of Series A Preferred Stock shall not
have any designations, preferences or relative, participating, optional or other
special rights except as expressly set forth in the Articles, this Certificate
of Determination, or as otherwise required by law.

	Status of Redeemed or Purchased Stock.  All shares of Series A
Preferred Stock repurchased or otherwise acquired by the Company shall be
retired and cancelled and shall be restored to the status of authorized but
unissued shares of Preferred Stock, without designation as to class or series,
and may thereafter be reissued, but not as shares of this Series A Preferred
Stock.

RESOLVED, FURTHER, that the President and the Secretary of this Company be
and hereby are authorized and directed to execute a Certificate of Determination
with respect to the Series A Preferred Stock and that such Certificate be
delivered to and filed with the Secretary of State of the State of California
pursuant to the provisions of Section 401 of the California Corporations
Code.


4.No vote of the Company's shareholders was required.


I declare under penalty of perjury under the laws of the State of California
that the matters set forth in this certificate are true and correct of my own
knowledge.

	
Dated: ___________________
	
___________________________________

Richard Rosenfield

Co-President and Secretary