AMENDMENT NO. 1 TO SHAREHOLDERS' AGREEMENT
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 ").
WHEREAS, the Company, Rosenfield, the Flax Trust and CPK are parties to the Shareholders' Agreement;
WHEREAS, as of the date of this Amendment, Rosenfield, the Flax Trust and CPK comprise all of the Shareholders; and
WHEREAS , the Company, Rosenfield, the Flax Trust and CPK desire to enter into this Amendment to amend the Shareholder
Agreement as set forth herein, all in accordance with section 11.2 of the Shareholders' Agreement.
NOW, THEREFORE , in consideration of the foregoing and of the mutual promises contained herein and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, Rosenfield, the Flax Trust and CPK
hereby amend the Shareholders' Agreement as follows:
1. Section 7.3 . The following provisions are hereby added as "Section 7.3" to the Shareholders' Agreement:
7.3 Automatic Conversion . If at any time, or from time to time, the Board of Directors duly approves the conversion of
any or all of the shares of Series A Preferred Stock into shares of the Company's common stock upon the terms and
conditions set forth below, the Company shall provide the Shareholders with written notice thereof. Upon receipt of
such notice, each Shareholder shall vote all of its shares (including,