EXCHANGE

EXHIBIT 10.13

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the "Exchange Agreement"), dated as
of the 23 day of March, 2001, is among Chicken Kitchen Corporation, a Florida
corporation (the "Company"), Xxxxxxxxx Xxxx de Berdouare ("Xx. xx Xxxxxxxxx"),
the parties listed in Annex A hereto (individually, a "Shareholder" and
collectively, the "Shareholders") and the parties listed in Annex B hereto
(individually, an "Other Plaintiff" and collectively, the "Other Plaintiffs").
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed thereto in Article VI hereof.

EXCHANGE

Exchange. The Company hereby agrees to issue to each Shareholder, and
each Shareholder hereby agrees to accept from the Company, the number of shares
of the Company's Class A Common Stock, $.0005 par value per share, listed in
column (C) of Annex A set forth opposite such Shareholder's name (collectively,
the "Exchanged Shares") in exchange for the transfer, assignment and conveyance
to the Company by each Shareholder of the Company's Series A Convertible
Preferred Stock listed in column (B) of Annex A set forth opposite such
Shareholder's name (collectively, the "Preferred Stock"). The Exchanged Shares
shall be issued without a legend concerning the Exchanged Shares being
unregistered securities under the Securities Act and without "stop transfer"
orders; provided the counsel for the Shareholders delivers an opinion to the
Transfer Agent and the Company in a form satisfactory to the Transfer Agent and
the Company concerning the applicability of Rule 144(k).

No dividends. Each Shareholder and each Other Plaintiff hereby agrees
that such Shareholder or such Other Plaintiff (as the case may be) shall not be
entitled to receive, and hereby waives any rights that but for this Section 1.2
it otherwise might have to, any dividends for any period prior to the
consummation of the exchange provided for in Section 1.1 in respect to its
shares of Preferred Stock pursuant to the Designation Statement or otherwise.

Restricted Securities.

Each Shareholder hereby acknowledges that the Exchanged Shares
are "restricted securities" within the meaning of the Securities Act and they
may be transferred by such Shareholder only pursuant to an effective
registration statement under the Securities Act or exception from the
registration requirements of the Securities Act and applicable state securities
laws.

Based on Rule 144(d)(3)(i), the Company hereby agrees not to
take the position that the purchase date for the purposes of Rule 144 for the
Exchanged Shares by the Shareholders is different from the original purchase
date (the "Purchase Date") of the Preferred Stock which is being exchanged
pursuant to this Agreement.

(a) The Company's agreements set forth in Section 1.1, this
Section 1.3 and Section 4.2(a) are based upon existing law and interpretation
thereof by the Securities and Exchange Commission ("SEC") and such agreements
shall be void and of no force and effect from and after any time that a change
in law or interpretation by the SEC after the date hereof conflicts with such
agreements.

Note.

On or prior to the Closing Date, the Company shall duly
execute and deliver to the Shareholders Representative a note substantially in
the form of Exhibit A hereto in the aggregate principal amount of the Deferred
Amount (the "Note").

The Note shall be due and payable on the Maturity Date. Upon
payment in full of all amounts outstanding under the Note, the Shareholders'
Representative shall xxxx the Note "PAID IN FULL" and return the Note to the
Company; provided, however, in the event that the Shareholders' Representative
effectuates the sale of Deposited Shares (as defined below) in accordance with
Section 1.5, upon payment in full of all amounts outstanding under the Note, the
Shareholders' Representative shall duly endorse and deliver the Note to Xx. xx
Xxxxxxxxx.

The Shareholders, jointly and severally, agree to indemnify
and hold the Company and its directors, officers, employees, agents and servants
and each of their respective successors and permitted assigns (the
"Indemnitees"), harmless against and with respect to, any and all loss,
liability, damage, or expense (including, without limitation, attorneys' fees
and costs) that the Indemnitees may suffer or incur as a result of any act of
gross negligence or willful misconduct by the Shareholders' Representative with
respect to actions and omissions of the Shareholders' Representative with
respect to the Note. The provisions of this Section 1.4(c), including without
limitation the right to indemnification, shall survive the resignation of the
Shareholders' Representative and the satisfaction of all other obligations of
parties hereto to other parties hereto.

Deposited Shares.

On or prior to the Closing Date, Xx. xx Xxxxxxxxx shall
deliver certificates representing Five Hundred Thousand (500,000) shares of the
Company's Class A Common Stock of which Xx. xx Xxxxxxxxx is a record and
beneficial owner (the "Deposited Shares"), accompanied by stock powers duly
executed in blank (the "Stock Powers") to the Shares Escrow Agent.

Unless an Event of Default has occurred and is continuing :

Xx. xx Xxxxxxxxx shall be entitled to exercise any
and all voting and other consensual rights pertaining to the Deposited Shares
for any purpose not inconsistent with this Agreement.

Xx. xx Xxxxxxxxx shall be entitled to receive and
retain any and all dividends, interest paid, or any other distributions in
respect of the Deposited Shares.

In the event an Event of Default occurs and is continuing, the
Shareholders' Representative may deliver the Shares Release Certificate to the
Shares Escrow Agent and cause the Shares Escrow Agent to release the Deposited
Shares, accompanied by the Stock Powers, to the Shareholders' Representative.

The Shareholders' Representative is hereby instructed and
authorized to (i) sell only the number of Deposited Shares that is necessary to
sell in order to satisfy any unpaid and past due amounts under the Note,
provided, however, that any such sale shall be in accordance with applicable
federal and state securities laws, and (ii) apply any and all proceeds of such
sale to reduce any amounts outstanding under the Note. Each Shareholder hereby
agrees to cause the Shareholders' Representative to use his or her best efforts
to sell only such number of Deposited Shares as necessary to satisfy unpaid and
past due amounts under the Note on the date of such sale. While the Deposited
Shares are in the possession of the Shareholders' Representative, each
Shareholder hereby agrees to cause the Shareholders' Representative to exercise
such standards of care as such Shareholder would exercise in maintaining the
Deposited Shares or any other stock certificates for its own account.

The Shareholders' Representative shall, and the Shareholders
shall cause the Shareholders' Representative to, sell the Deposited Shares in a
public sale within 90 days of receipt of the Deposited Shares from the Shares
Escrow Agent or such later time as such sale may be made in accordance with
applicable law. Consent of Xx. xx Xxxxxxxxx, which consent shall not be
unreasonably withheld, shall be required for any non-public sale or any sale
that occurs after the 90 days' period mentioned above. Shareholders will consult
with Xx. xx Xxxxxxxxx as to the most efficient method and timing of the sale and
take into account the desire of the parties to maximize the value of Deposited
Shares.

The Shareholders, jointly and severally, agree to indemnify
and hold Xx. xx Xxxxxxxxx harmless against and with respect to, any and all
loss, liability, damage, or expense (including, without limitation, attorneys'
fees and costs) that Xx. xx Xxxxxxxxx may suffer or incur as a result of any act
of gross negligence or willful misconduct by the Shareholders' Representative
with respect to actions and omissions of the Shareholders' Representative with
respect to the Deposited Shares and proceeds from the sale thereof. The
provisions of this Section 1.5(f), including without limitation the right to
indemnification, shall survive the resignation of the Shareholders'
Representative and the satisfaction of all other obligations of parties hereto
to other parties hereto.

Upon effectuating the sale of Deposited Shares, the
Shareholders' Representative shall deliver to Xx. xx Xxxxxxxxx (i) a duly
executed certificate certifying as to the number of shares and the amount of
proceeds received from the sale of Deposited Shares; (ii) any unsold Deposited
Shares; (iii) any Excess Proceeds; and (iv) upon satisfaction in full of all
amounts due and payable under the Note, the Note duly endorsed to Xx. xx
Xxxxxxxxx.

The Shareholders and the Shareholders' Representative hereby
agree, upon request of Xx. xx Xxxxxxxxx, to

undertake promptly any and all action and execute and deliver any and all
documents (including without limitation, a duly executed Final Shares Release
Notice), necessary to cause the Shares Escrow Agent to release the Deposited
Shares to Xx. xx Xxxxxxxxx, or such other party as Xx. xx Xxxxxxxxx shall
designate in writing, provided that all amounts outstanding under the Note have
been fully paid and satisfied.

Letter Agreement. As of the Closing Date, upon due execution and
delivery of all Transaction Documents by all parties thereto, the Letter
Agreement shall have no further force and effect.

1.2 Sales by Xx. xx Xxxxxxxxx. Shareholders agree that Chicken
Kitchen's president, Xx. xx Xxxxxxxxx shall be entitled to sell, from time to
time, up to 50% of the then maximum available number of shares of Chicken
Kitchen which are salable under Rule 144 without regard to such Rule 144 sales
made by any other person.

Releases.

In consideration of the Company Release dated of even date
herewith duly executed and delivered by each Shareholder and each Other
Plaintiff, the Company and Xx. xx Xxxxxxxxx shall execute and deliver to the
Shareholders and the Other Plaintiffs the Shareholder Release.

In consideration of the Shareholder Release dated of even date
herewith duly executed and delivered by the Company and Xx. xx Xxxxxxxxx, the
Shareholders and the Other Plaintiffs shall execute and deliver the Company
Release to the Company and Xx. xx Xxxxxxxxx.

CONDITIONS PRECEDENT

Conditions Precedent to Obligations of the Shareholders. The obligation
of each Shareholder to accept the Exchanged Shares on the Closing Date is
subject to the satisfaction of the following conditions precedent or a waiver
thereof by such Shareholder:

The Company shall duly execute and deliver to each Shareholder
stock certificates evidencing the number of Exchanged Shares set forth opposite
such Shareholder's name in Annex A, issued in the name of such Shareholder.

The representations and warranties of the Company and Xx. xx
Xxxxxxxxx contained herein shall be true and correct on and as of the Closing
Date.

The Shareholders and the Other Plaintiffs shall have received
a Shareholders Release substantially in the form of Exhibit B hereto and duly
executed by the Company and Xx. xx Xxxxxxxxx.

The Company shall have made a demand prior to the Closing Date
that CRG prepare and deliver a marketing plan to the Company, which marketing
plan shall cover the 12 months' period after the Closing Date.

The Shares Escrow Agent shall have received the Deposited
Shares and the Stock Powers.

Xxxxx X. Link, Esq. shall have received a bank check in the
aggregate amount of $300,000.00 from the Company payable to Xxxxx X. Link, Esq.
for the benefit of the Shareholders.

The firm of Xxxxxxxx, Link, Santory shall have delivered the
Escrowed Amount to the Shareholders' Representative.

The Shareholders' Representative shall have received the Note
duly executed by the Company.

Conditions Precedent to Obligations of the Company and Xx. xx
Xxxxxxxxx. The obligation of the Company to issue and deliver the Exchanged
Shares to the respective Shareholders on the Closing Date and of Xx. xx
Xxxxxxxxx to deliver the Deposited Shares to the Shares Escrow Agent is subject
to the satisfaction of the following conditions precedent or a waiver thereof by
the Company and Xx. xx Xxxxxxxxx:

(a) Each Shareholder shall have delivered to the Company the
stock certificates representing the number of

shares of the Preferred Stock set forth opposite such Shareholder's name in
Annex A and a stock power duly executed by such Shareholder in blank.

The representations and warranties of the Shareholders and the
Other Plaintiffs contained herein shall be true and correct on and as of the
Closing Date.

The Company and Xx. xx Xxxxxxxxx shall have received the
Company Release substantially in the form of Exhibit C hereto and duly executed
and delivered by the Shareholders and the Other Plaintiffs.

The Company and Xx. xx Xxxxxxxxx shall have received a duly
executed Stipulation of Dismissal substantially in the form of Exhibit D hereto
from the Shareholders and the Other Plaintiffs.

Each Shareholder shall have appointed Olympus Capital as the
Shareholders' Representative and shall have delivered (i) a duly executed power
of attorney (the "Power of Attorney"), in a form reasonably satisfactory to the
Company and Xx. xx Xxxxxxxxx, to the Shareholders' Representative and (ii) a
true and correct copy thereof to the Company and Xx. xx Xxxxxxxxx.

The Company and the transfer agent of the Company (the
"Transfer Agent") shall have received an opinion of counsel to the Shareholders
in the form satisfactory to the Company and the Transfer Agent concerning the
applicability of Rule 144(k) to the Exchange Shares and such other issues as the
Company may reasonably request.

Conditions Precedent to Obligations of all Parties. The obligations of
each party under this Exchange Agreement are subject to the satisfaction or a
waiver by all other parties of the following conditions precedent:

No action or proceeding shall have been instituted and, at
what would otherwise be the Closing Date, remain pending before any governmental
authority to restrain, prohibit or otherwise challenge the consummation of the
transactions contemplated hereby or the performance of the material obligations
of the parties hereto, nor shall any governmental authority have notified any
party to this Exchange Agreement and other Transaction Documents that the
consummation of the transactions contemplated hereby and thereby would
constitute a violation of law and that it intends to commence proceedings to
restrain the consummation of such transactions, to force divestiture if the same
are consummated or to materially modify the terms or results of such
transactions unless such governmental authority shall have withdrawn such notice
or otherwise indicated in writing that it will not take any action, prior to
what would otherwise have been the Closing Date.

Each Shareholder, the Shares Escrow Agent, the Shareholder's
Representative and Xx. xx Xxxxxxxxx shall have duly executed and delivered the
Shares Escrow Agreement substantially in the form of Exhibit E hereto to other
parties thereto.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Shareholders. Each Shareholder hereby
represents and warrants to the Company and Xx. xx Xxxxxxxxx as follows:

Such Shareholder shall acquire the Exchanged Shares for its
own account as principal, not as a nominee or agent, for investment purposes
only, and not with a view to or for resale, distribution or fractionalization
thereof in whole or in part. Such Shareholder does not have any contract,
undertaking, agreement or arrangement with any Person to sell, transfer or grant
participations to such Person or to any third Person, with respect to any of the
Exchanged Shares.

Such Shareholder has full legal right and power, corporate or
other, and authority to execute, deliver and perform this Exchange Agreement,
the other Transaction Documents and all of the other documents required to be
executed and delivered by it in connection herewith and therewith and to do all
acts as are expressly required or contemplated hereunder or thereunder to be
done, observed or performed by it. The execution, delivery and performance by
such Shareholder of this Exchange Agreement and the other Transaction Documents
and all of the other documents required to be executed and delivered by such
Shareholder in connection herewith and therewith and the taking of all acts as
expressly required or contemplated hereunder or thereunder to be done, observed
or performed by it have been duly authorized by all necessary corporate,
stockholder or other pertinent action. This Exchange Agreement and the other
Transaction Documents to be delivered by such Shareholder in connection herewith
have been duly executed by such Shareholder and delivered to the Company and Xx.
xx Xxxxxxxxx and, assuming due authorization, execution and delivery hereof and
thereof by other parties hereto and thereto, are valid and binding obligations
of such Shareholder, enforceable against such

Shareholder in accordance with their terms, except as such enforceability may be
limited by the Bankruptcy Exception.

Such Shareholder has good and marketable title to the shares
of the Preferred Stock set forth in Column B of Annex A hereto opposite such
Shareholder's name, free and clear of all Liens, and the Shareholder does not
own of record or beneficially any other capital stock of the Company.

(b) Such Shareholder has duly appointed the Shareholders'
Representative as its true and lawful representative, agent and attorney
authorized and empowered to act for on behalf and in the name, place and stead
of such Shareholder with respect to all acts as are expressly required or
contemplated hereunder, any other Transaction Document or any other document
required to be executed and delivered by such Shareholder or the Shareholders'
Representative hereunder and thereunder.

Such Shareholder has duly appointed Xxxxx X. Link, Esq. as its
true and lawful representative, agent and attorney authorized and empowered to
act for on behalf and in the name, place and stead of such Shareholder with
respect to the execution, delivery and filing with an applicable court of the
Stipulation of Dismissal.

Such Shareholder represents that it is a sophisticated
purchaser and that it fully understands that no representations or warranties
are being made by the Company or Xx. xx Xxxxxxxxx as to the financial condition
of the Company now, or at any point in the future, or as to the future prospects
of the Company.

Such Shareholder acknowledges that operations of the Company
currently result in losses; that there can be no assurance that cash on hand and
cash generated from operations will be sufficient to fund operations either
currently, or in the future; that there can be no assurance that in the case
where such cash is insufficient, the Company will be able to obtain funding, on
acceptable terms, to continue operations; and that in the case where additional
funds are obtained by the sale of equity securities, such Shareholder may
sustain significant dilution of its equity position in the Company. Such
Shareholder further acknowledges that the Company's ability to continue
operations is uncertain and that, among other things, the Company may need to
seek reorganization and/or other relief under Federal bankruptcy laws.

Such Shareholder is not an Affiliate of the Company and has
not been an Affiliate of the Company during the preceding three (3) months and
(ii) a period of at least two (2) years has elapsed since the latter of the date
the Preferred Stock was acquired from the Company or from an Affiliate of the
Company by such Shareholder.

Such Shareholder acknowledges that the Company's independent
accountants modified their report to the Company's year-end, March 31, 1999 and
March 31, 2000, financial statements to reflect doubt as to the Company's
ability to continue as a going concern.

Such Shareholder hereby represents that any and all
information provided by such Shareholder and each representation and warranty of
such Shareholder contained in any document or instrument delivered in connection
with this Agreement is true, complete and correct as of the date hereof.

Representations and Warranties of Other Plaintiffs. Each Other
Plaintiff hereby represents and warrants to the Company and Xx. xx Xxxxxxxxx as
follows:

Such Other Plaintiff has full legal right and power, corporate
or other, and authority to execute, deliver and perform this Exchange Agreement,
the other Transaction Documents and all of the other documents required to be
executed and delivered by it in connection herewith and therewith and to do all
acts as are expressly required or contemplated hereunder or thereunder to be
done, observed or performed by it. The execution, delivery and performance by
such Other Plaintiff of this Exchange Agreement and the other Transaction
Documents and all of the other documents required to be executed and delivered
by such Other Plaintiff in connection herewith and therewith and the taking of
all acts as expressly required or contemplated hereunder or thereunder to be
done, observed or performed by it have been duly authorized by all necessary
corporate, stockholder or other pertinent action. This Exchange Agreement and
the other Transaction Documents to be delivered by such Other Plaintiff in
connection herewith have been duly executed by such Other Plaintiff and
delivered to the Company and Xx. xx Xxxxxxxxx and, assuming due authorization,
execution and delivery hereof and thereof by other parties hereto and thereto,
are valid and binding obligations of such Other Plaintiff, enforceable against
such Other Plaintiff in accordance with their terms, except as such
enforceability may be limited by the Bankruptcy Exception.

Such Other Plaintiff is neither a beneficial owner nor an
owner of record of any capital stock of the Company.

Such Other Plaintiff has duly appointed Xxxxx X. Link, Esq. as
its true and lawful representative, agent and attorney authorized and empowered
to act for on behalf and in the name, place and stead of such Other Plaintiff
with respect to the execution, delivery and filing with an applicable court of
the Stipulation of Dismissal.

Representations and Warranties of the Company. The Company hereby
represents and warrants to the Shareholders and the Other Plaintiffs as follows:

The Company is duly organized, validly existing and in good
standing under the laws of the State of Florida.

The Exchanged Shares have been duly authorized and, when
issued in accordance with the terms hereof, will be validly issued, fully paid
and non-assessable.

The Company has full power, legal right and corporate power
and authority to execute, deliver and perform this Exchange Agreement, the other
Transaction Documents and all of the other documents required to be executed and
delivered by it in connection herewith and therewith and to do all acts as are
expressly required or contemplated hereunder or thereunder to be done, observed
or performed by it. The execution, delivery and performance by the Company of
this Exchange Agreement and all of the other documents required to be executed
and delivered by it in connection herewith and the taking of all acts as
expressly required or contemplated hereunder or thereunder to be done, observed
or performed by it have been duly authorized by all necessary corporate and
stockholder action. This Exchange Agreement, the other Transaction Documents and
all of the other documents to be delivered by the Company in connection herewith
and therewith have been duly executed by the Company and delivered by the
Company to the Shareholders and, assuming due authorization, execution and
delivery hereof and thereof by other parties hereto and thereto, are valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by the
Bankruptcy Exception.

The Company has duly appointed Xxxxxxx X. Xxxxxxxx, Esq. as
its true and lawful representative, agent and attorney authorized and empowered
to act for on behalf and in the name, place and stead of the Company with
respect to the execution, delivery and filing with an applicable court of the
Stipulation of Dismissal.

Representations and Warranties of Xx. xx Xxxxxxxxx. Xx. xx Xxxxxxxxx
hereby represents and warrants to the Shareholders and the Other Plaintiffs as
follows:

Assuming due authorization, execution and delivery hereof and
thereof by other parties hereto and thereto, the Exchange Agreement and the
Shares Escrow Agreement are valid and binding obligations of Xx. xx Xxxxxxxxx,
enforceable against Xx. xx Xxxxxxxxx in accordance with their terms, except as
such enforceability may be limited by the Bankruptcy Exception.

Xx. xx Xxxxxxxxx has duly appointed Xxxxxxx X. Xxxxxxxx, Esq.
as its true and lawful representative, agent and attorney authorized and
empowered to act for on behalf and in the name, place and stead of Xx. xx
Xxxxxxxxx with respect to the execution, delivery and filing with an applicable
court of the Stipulation of Dismissal.

Survival. The provisions of this Article III shall survive the Closing
Date and the satisfaction of all other obligations of parties hereto to other
parties hereto.

COVENANTS

Covenants of Shareholders.

No Shareholder shall purchase, or cause or permit its
Affiliates, officers, directors, employees, and immediate family members to,
purchase any Common Stock, or any other equity securities of the Company other
than the Exchanged Shares.

Every 90 days after the Closing Date, and again upon the sale
of 90% of all Exchanged Shares, each Shareholder shall report to, and shall
cause the Shareholders' Representative to report to, the Company the number of
the Exchanged Shares that have been sold by the Shareholders in the preceding 90
days, the proceeds realized from such sales, and the number of shares legally
owned in the aggregate by all Shareholders and by each of the Shareholders as of
the date of such report.

Each Shareholder shall vote and shall cause its Affiliates,
officers, directors, employees and immediate family to vote at any meeting of
shareholders of the Company or to evidence its or their consent pursuant to a
written consent in respect of any voting securities of the Company in accordance
with the recommendations of the Board of Directors of the Company on all
matters, except where such matter would either constitute an Event of Default,
or directly alter the terms of the Note or this Exchange Agreement or any other
Transaction Document (without consent of the other parties thereto).

As long as a Shareholder is a legal or beneficial owner of any
Exchanged Shares, such Shareholder shall not terminate the Power of Attorney
unless all Shareholders: (i) appoint a successor to the then Shareholders'
Representative reasonably satisfactory to the Company and Xx. xx Xxxxxxxxx and
(ii) deliver to the Company and Xx. xx Xxxxxxxxx a copy of a Power of Attorney
executed by such Shareholders in a form reasonably satisfactory to the Company
and Xx. xx Xxxxxxxxx.

Each Shareholder agrees that such Shareholder shall not
institute or participate in any action, suit or proceeding, or take a position,
that challenges the valid issuance or any term or condition of Class B Common
Stock, or the compliance by the Company or any of its officers, directors or
agents with any term or condition of Class B Common Stock.

Covenants of Each Other Plaintiff.

No Other Plaintiff shall purchase, or cause or permit its
Affiliates, officers, directors, employees and immediate family members to,
purchase any Common Stock, or any other equity securities of the Company.

Each Other Plaintiff agrees that such Other Plaintiff shall
not institute or participate in any action, suit or proceeding, or take a
position, that challenges the valid issuance or any term or condition of Class B
Common Stock, or the compliance by the Company or any of its officers, directors
or agents with any term or condition of Class B Common Stock.

Covenants of the Company.

If the counsel for the Shareholders delivers an opinion to the
Transfer Agent and the Company in a form satisfactory to the Transfer Agent and
the Company concerning the applicability of Rule 144(k) to the Exchanged Shares,
the Company will not object to the Transfer Agent issuing new certificates
representing the Exchanged Shares without a legend concerning the Exchanged
Shares being unregistered securities under the Securities Act in exchange for
certificates representing Preferred Stock or Exchanged Shares containing a
legend.

During the Time Period, all Class B Common Stock shall remain
validly issued and outstanding.

During the Time Period, the Company will not perform any of
the following:

A reverse stock split of the Company's Class A Common
Stock; or

Except for (x) existing obligations to issue stock to
employees, (y) any stock issued pursuant hereto, and (z) any stock issued in
connection with a settlement of any other existing litigation, issue any Common
Stock or any security convertible into or exercisable for Common Stock (the
parties agree that the issuance of options and/or rights to receive common stock
that are not exercisable or convertible until the expiration of the Time Period
does not violate this provision).

1.3 Covenants of Xx. xx Xxxxxxxxx. During the Time Period, Xx. xx
Xxxxxxxxx shall not vote Class B Common Stock to effectuate what would
constitute an Event of Default, or directly alter the terms of the Note, this
Exchange Agreement or any other Transaction Document.

MISCELLANEOUS

Further Assurances. At any time and from time to time after the Closing
Date, at the request of any party hereto and without further consideration, the
other parties hereto (or its successors) promptly shall do, execute, acknowledge
and deliver any and all such further acts, assignments, transfers and any
instruments of further assurance, approvals and consents as are reasonably
necessary and proper in order to complete, ensure and perfect the transactions
contemplated hereby.

Expense. Each party hereto shall bear its own costs and expenses
incurred in connection with the preparation, negotiation

and execution of the Transaction Documents (including expenses incurred in
connection with the Stipulation Dismissal).

Modification. Neither this Exchange Agreement nor any provisions hereof
shall be waived, modified, discharged or terminated except by an instrument
signed by the party against whom any waiver, modification, discharge or
termination is sought.

Notices. All notices required under the terms and provisions of this
Agreement shall be in writing, and any such notice may be given by United States
mail, courier service or facsimile (confirmed by telephone or in writing in the
case of notice by facsimile) or any other customary means of communication, and
any such notice shall be effective when delivered, or if mailed, three (3) days
after deposit in the United States mail with proper postage for ordinary mail
prepaid, to the addresses set forth on Schedule N hereto.

Counterparts. This Exchange Agreement may be executed through the use
of separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
parties, notwithstanding that all parties are not signatories to the same
counterpart.

Binding Effect. Except as otherwise provided herein, this Exchange
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns.

Entire Agreement. This Exchange Agreement and other Transaction
Documents contain the entire agreement of the parties with respect to the
subject matter hereof and thereof and there are no representations, covenants or
other agreements except as stated or referred to herein and therein.

Assignability. This Exchange Agreement is not transferable or
assignable by either party without the consent of the other party.

Law Governing. Each of the Exchange Agreement and the other Transaction
Documents shall be enforced, governed and construed in all respects in
accordance with the laws of the State of Florida, without giving effect to its
conflicts of law principles.

1.4 Power of Attorney. Each Shareholder hereby acknowledges that this
Exchange Agreement and the Shares Escrow Agreement dated as of the date hereof
are the Exchange Agreement and the Shares Escrow Agreement, respectively,
referred to in the Power of Attorney delivered by such Shareholder in connection
herewith.

DEFINITIONS

Capitalized terms used herein but not otherwise defined herein or
therein shall have the following meanings:

"Affiliate" means, with respect to any Person, any other
Person that directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such Person.

"Bankruptcy Exception" means any limitation on imposed (i) by
any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar law affecting creditors' rights and remedies generally and (ii) with
respect to the enforceability of the Exchange Agreement or any other Transaction
Document, by general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in a proceeding at law or in equity).

"Xxxxxx Investments" means Xxxxxx Investments, a corporation
organized under the laws of the Republic of Panama.

"Class A Common Stock" means Class A Common Stock of the
Company, at $.0005 par value per share.

"Class B Common Stock" means Class B Common Stock of the
Company, at $.0005 par value per share.

"Closing Date" means March 23, 2001.

(a) "Common Stock" means Class A Common Stock and Class B
Common Stock.

(b) "Company Release" means a release duly executed by each
Shareholder and each Other Plaintiff

substantially in the form of Exhibit C hereto.

"CRG" means Corporate Relations Group, Inc.

"Deposited Shares" has the meaning assigned to it in Section
1.5(a) hereof.

(d) "Designation Statement" means the Designation Statement
filed by the Company with the Secretary of State of the State of Florida on
_________ 1997, with respect to the Series A Convertible Preferred Stock.

"Escrowed Amount" means Fifty Thousand United States dollars
($50,000.00) held in escrow pursuant to the terms of the Letter Agreement by
Xxxxxxxx Link Xxxxxxx Trust Account.

"Event of Default" means failure by the company to pay any
amount due and payable under the Note within five (5) days of the Maturity Date.

(e) "Excess Proceeds" means any amount received by the
Shareholders' Representative from the sale of the Deposited Shares which is in
excess of the aggregate unpaid and past due amount under the Note as of the date
of such sale.

"Exchanged Shares" has the meaning assigned to it in Section
1.1 hereof.

(f) "Final Shares Release Notice" has the meaning assigned to
it in the Shares Escrow Agreement.

(g) "Indemnitees" has the meaning assigned to it in Section
1.4(d) hereof.

(h) "Lawsuit" means Agricola Coco Xxxx, X.X., et al. v.
Chicken Kitchen Corporation, et. al.: Case No.: 99-4608-CA-2.

(i) "Letter Agreement" means the Letter Agreement dated June
22, 2000, between Xxxxx X. Link, Esq., on behalf of all persons or entities who
were or are party plaintiffs in the Lawsuit, and Xxxxxxx X. Xxxxxxxx, Esq., on
behalf of all defendants in the Lawsuit.

"Liens" means any title defect, conflicting claim of
ownership, lease, sublease, bailment, conditional sales contract, option to
acquire, right of first refusal, assignment, privilege, levy, execution,
seizure, attachment, garnishment, security interest, ownership interest,
covenant, restriction, reservation, order, decree, judgment, stipulation,
settlement, objection, mortgage, charge, pledge, lien, claim or other
encumbrance whatsoever, whether fixed or floating and howsoever created or
arising.

"Maturity Date" means the first anniversary of the Closing
Date.

(j) "Note" has the meaning assigned to it in Section 1.4(a)
hereof.

"Olympus Capital" means Olympus Capital, Inc., a Florida
corporation.

"Person" means an individual, corporation, partnership,
limited liability company, trust, unincorporated organization or any other
entity, including a governmental authority, and words having a similar meaning.

(k) "Preferred Stock" has the meaning assigned to it in
Section 1.1 hereof.

(l) "Power of Attorney" has the meaning assigned to it in
Section 2.2(e) hereof.

(m) "Purchase Date" has the meaning assigned to it in Section
1.3(b) hereof.

"Rule 144" means Rule 144 promulgated under the Securities
Act.

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

(n) "Shareholders Release" mean a Shareholders Release
substantially in the form of Exhibit B hereto.

(o) "Shareholders' Representative" means Olympus Capital, or
any successor approved by all Shareholders with written consent of the Company
and Xx. xx Xxxxxxxxx, which consent shall not be unreasonably withheld.

(p) "Shares Escrow Agent" means the "Escrow Agent" as defined
in the Shares Escrow Agreement.

(q) "Shares Escrow Agreement" means the Shares Escrow
Agreement dated as of the date hereof among the Shareholders, Olympus Capital,
as Shareholders' Representatives and X. Xxx Xxxxxxxx as Escrow Agent as amended,
restated or otherwise modified from time to time.

(r) "Shares Release Certificate" means a certificate duly
executed by the Shareholders' Representative substantially in the form of
Exhibit A to the Shares Escrow Agreement.

(s) "Stipulation of Dismissal" means Stipulation of Dismissal
duly executed by Xxxxx X. Link, acting on behalf of Shareholders and the Other
Plaintiffs, and Xxxxxxx X. Xxxxxxxx, Esq., acting on behalf of the Company and
Xx. xx Xxxxxxxxx, substantially in the form of Exhibit D hereto.

(t) "Time Period" means time period commencing on the Closing
Date, upon due execution and delivery of the Transaction Documents by all
parties hereto and thereto and ending on the earlier of: (i) the earlier of (x)
twelve (12) months after the relisting of the Company as a trading security on
the OTC Bulletin Board, or (y) twenty-four (24) months after the Closing Date;
and (ii) the date the Shareholders cease to own more than 10% of the Exchanged
Shares.

(u) "Transaction Documents" means the following documents: (i)
Exchange Agreement, (ii) Shares Escrow Agreement, (iii) the Note, (iv)
Shareholders Release, and (v) Company Release.

"Transfer Agent" has the meaning assigned to it in Section
2.2(f) hereof.

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

IN WITNESS WHEREOF, the undersigned have executed this Exchange Agreement as of
the date first written above.

CHICKEN KITCHEN CORPORATION

By: /s/ Xxxxxxxxx Xxxx de Berdouare
------------------------------------
Name: /s/Xxxxxxxx Xxxx d xx Xxxxxxxxx
----------------------------------
Title: Chairman, President & CEO
---------------------------------

/s/ Xxxxxxxxx Xxxx de Berdouare
-------------------------------------
Xxxxxxxxx Xxxx de Berdouare

AGRICOLA COCO BONH, S.A.

By:
----------------------------------
Name:
Title:
AZUCAR, LTD.

By:
----------------------------------
Name:
XXXXXX INVESTMENT Title:

By:
----------------------------------
Name:
Title:

---------------------------------
Xxxxxxx Xxxxxxx

C.A. OPPORTUNIDAD, S.A.

By:
----------------------------------
Name:
Title:

---------------------------------
Xxxxxx Xxxx

CASTLE CREEK VALLEY RANCH PARTNERSHIP DBPP

By:
----------------------------------
Name:
Title:

---------------------------------
Xxxxxxx Xxxxxx

----------------------------------
Xxxxx Xxxx Xxxxx

XXXXXXX CAPITAL CORPORATION

By:
----------------------------------
Name:
Title:

XXXXXXX XXXXXXXX PENSION PLAN

By:
----------------------------------
Name:
Title:

---------------------------------
Xxxxxxx Xxxxxxxx

---------------------------------
Xxxxx Xxxx

---------------------------------
Ed Leinster

---------------------------------
Xxxxxxxxx X. Xxxx

XXXXXX XXXXX, S.A.

By:
------------------------------
Name:
Title:

---------------------------------
Xxxxxxx X. Xxxxx, Xx.

---------------------------------
Xxxxx Xxxxxx

---------------------------------
Xxxx X. Xxxxxxxx

NOSTRADAMUS, S.A.

By:
------------------------------
Name:
Title:

---------------------------------
Xxxxxxx X. Xxxx

POW WOW, INC.

By:
------------------------------
Name:
Title:

---------------------------------
Xxxxx Xxxxxxx

---------------------------------
Xxxxx Xxxxxx

---------------------------------
Xxxxxx Xxxxxx

---------------------------------
Xxxxxxxx Xxxxxx

WORLD CAPITAL FUNDING, L.L.C.

By:
------------------------------
Name:
Title:

---------------------------------
Xxxxxx X. Xxxxxxx

SURELOCK, INC.

By:
------------------------------
Name:
Title:

---------------------------------
Xxxxx Xxxxxx

OLYMPUS CAPITAL, INC.

By:
------------------------------
Name:
Title:

Annex A

Shareholders; Preferred Stock; Exchanged Shares

--------------------------------------------------------------------------------------------------
(A) (B) (C)
Number of
Series A
Preferred Number of Exchanged
Stock Owned Shares
--------------------------------------------------------------------------------------------------

Agricola Coco Xxxx, X.X., a corporation organized under 200 825,806
the laws of Costa Rica

Azucar, Ltd, a corporation organized under the laws of 75 309,677
Turks & Caicos Islands

Xxxxxx Investment, a corporation organized under the laws 370 1,527,741
of The Republic of Panama

Xxxxxxx Xxxxxxx 25 103,226

C.A. Opportunidad, S.A., a corporation under 87 359,226
the laws of Costa Rica

Xxxxxx Xxxx 25 103,226

Castle Creek Valley Ranch Partnership, DBPP 50 206,452

Xxxxxxx Xxxxxx 200 825,806

Xxxxx Xxxx Xxxxx 100 412,903

Xxxxxxx Capital Corporation, a corporation organized under 100 412,903
the laws of the Cayman Islands

Xxxxxxx Xxxxxxxx Pension Plan 25 103,226

Xxxxxx Xxxxxxxx 50 206,452

Xxxxx Xxxx 100 412,903

Ed Leinster 150 619,355

Xxxxxxxxx X. Xxxx 150 619,355

Xxxxxx Xxxxx, S.A., a corporation organized under the laws 88 363,356
of Turks and Caicos Islands

Xxxxxxx X. Xxxxx, Xx. 40 165,161

Xxxxx Xxxxxx 25 103,226

Xxxx X. Xxxxxxxx 100 412,903

Nostradamus, S.A., a corporation organized under the laws 425 1,754,839
of Turks & Caicos Islands

Xxxxxxx X. Xxxx 25 103,226

Xxxxx Xxxxxxx 475 1,961,290
--------------------------------------------------------------------------------------------------

Xxxxx Xxxxxx 300 1,238,710

Xxxxxx Xxxxxx 50 206,452

Xxxxxxxx Xxxxxx 65 268,387

World Capital Funding, L.L.C., a limited liability company 100 412,903
organized under the laws of the State of Delaware

Xxxxxx X. Xxxxxxx 475 1,961,290

Total 3,875 16,000,000
--------------------------------------------------------------------------------------------------

Annex B

Pow Wow, Inc.
Surelock, Inc.
Olympus Capital, Inc.
Xxxxx Xxxxxx

Schedule N

CHICKEN KITCHEN CORPORATION
Address: 000 Xxxxx xx Xxxx Xxxx.
Xxxxx 000
Xxxxx Xxxxxx, XX 00000

Xxxxxxxxx Xxxx De Berdouare
Address: 0000 X. Xxx Xxxx
Xxxxx Xxxxx, XX 00000
Fax: (000)000-0000

AGRICOLA COCO BONH, S.A.
Address: c/o Xx. Xxxx Xxxxxxx Xxxxx, President
Apartado 1474-C.P. 0000
Xxx Xxxx, Xxxxx Xxxx
Fax: 000-000-000-0000

AZUCAR, LTD.
Address: c/o Xx. Xxxx Xxxxxxx Xxxxx, President
Apartado 1474-C.P. 0000
Xxx Xxxx, Xxxxx Xxxx
Fax: 000-000-000-0000

XXXXXX INVESTMENTS
Address: Xxxxxxxxxxxx 000
Xxxxxxxx 0000
Xxxxxx, Xxxxxxxxxxx
Fax: 000-000-000-0000

Xxxxxxx Xxxxxxx
Address: 0000 X. Xxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxx 00000
Fax: (000)000-0000

C.A. Oportunidad S.A.
Address: c/o Xx. Xxxx Xxxxxxx Xxxxx, President
Apartado 1474-C.P. 0000
Xxx Xxxx, Xxxxx Xxxx
Fax: (000) 000-0000

Xxxxxx Xxxx
Address: 0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000

CASTLE CREEK VALLEY RANCH PARTNERSHIP DBPP
Address: X.X. Xxx 0000
Xxxxx, Xxxxxxxx 00000
Fax: ( 000) 000-0000

Xxxxxxx Xxxxxx
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000

Xxxxx Xxxx Xxxxx
Address: 0000 Xxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000

XXXXXXX CAPITAL CORPORATION
Address: ATTN: Xx. X.X. Xxxxxxxx, President
X.X. Xxx 0000
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx XX0
Fax: (000) 000-0000

XXXXXXX XXXXXXXX PENSION PLAN
Address: X.X. Xxx 0000
Xxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000

Xxxxxx Xxxxx, S.A.
Address: c/o Xx. Xxxx Xxxxxxx Xxxxx, President
Apartado 1474-C.P. 0000
Xxx Xxxx, Xxxxx Xxxx
Fax: 000-000-000-0000

Xxxxx Xxxx
Address: c/x Xxxx Nursery
0000 X. Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

Ed Leinster
Address: c/o Xxxxx Xxxxxxxx
0000 X Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

Xxxxxxxxx X. Xxxx
Address: 000 Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

Xxxxxxx X. Xxxxx, Xx.
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

Xxxxx Xxxxxx
Address: 0000 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxx 00000
Fax: (000) 000-0000

Xxxx X. Xxxxxxxx
Address: 0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000)000-0000

NOSTRADAMUS, S.A.
Address: c/o Xx. Xxxx Xxxxxxx Xxxxx, President
Apartado 1474-C.P. 1000
Fax: 000-000-000-0000

Xxxxxxx X. Xxxx
Address: 0000 Xxxxxxxx Xxxx
Xxxxx, XX 00000
Fax: (000) 000-0000

POW WOW, INC.
Address: 000 Xxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000

Xxxxx Xxxxxxx
Address: 00000 Xxxxxxx Xxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, Xxxxxxxxxx 00000
Fax: (000) 000-0000

Xxxxx Xxxxxx
Address: 000 Xxxxx Xxx Xxxxx
Xxxxxxxx, XX 00000
Fax: (000) 000-0000

Xxxxxx Xxxxxx
Address: 0000 Xxxxx Xxxx
Xxxxx, XX 00000
Fax: (000) 000-0000

Xxxxxxxx Xxxxxx
Address: 0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

WORLD CAPITAL FUNDING, L.L.C.
Address: c/o Xx. Xxxxx Xxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000

Xxxxxx X. Xxxxxxx
Address: X.X. Xxx 0000
Xxxxxx Xxxxx Xx, Xxxxxxxxxx 00000
Fax: (000) 000-0000

OLYMPUS CAPITAL, INC.
Address: attn: Xxxxx Xxxxxx
0000 X. Xxxxxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

X. Xxx Xxxxxxxx
Address: 0000 Xxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

Xxxxx Xxxxxx
Address: 0000 X. Xxxxxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Fax: (000) 000-0000

SURELOCK, INC.
Address: x/x Xxxxxx Xxxx
X.X. Xxx X. 0000
Xxxxxxxxxx House, East Hill Street
Nassau, Bahamas
Fax: (000) 000-0000

Document Metadata

Table of Contents

EXCHANGE

Document Metadata