0000789356-03-000003 Sample Contracts

SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • March 14th, 2003 • California Pizza Kitchen Inc • Retail-eating places • California

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

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AMENDMENT NO. 1 TO SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • March 14th, 2003 • California Pizza Kitchen Inc • Retail-eating places • California

THIS AMENDMENT NO. 1 TO SHAREHOLDERS' AGREEMENT (this "Amendment"), dated as of March 11, 2003, is made and entered into by and among LA Food Show, Inc., a California corporation (the "Company"), 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 (the Flax Trust"), and California Pizza Kitchen, Inc., a California corporation ("CPK"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in that certain Shareholders' Agreement of the Company, dated as of March 6, 2003 (the "Shareholders' Agreement").

Subscription Agreement
Subscription Agreement • March 14th, 2003 • California Pizza Kitchen Inc • Retail-eating places • California

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.

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