CHICKEN KITCHEN CORP, SB-2, 1998-04-28

CHICKEN KITCHEN CORP
SB-2, 1998-04-28

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As filed with the Securities and Exchange Commission on April 28, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933

CHICKEN KITCHEN CORPORATION
(Name of registrant as specified in its charter)

Florida 59-3283225
(State or Jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

5415 Collins Avenue, Ste. 305 Christian de Berdouare
Miami, Florida 33140 5415 Collins Avenue, Ste. 305
(305) 867-4433 Miami, Florida 33140
(305) 867-4433
(Address, including zip code, and telephone number, including area code
of Registrant's principal executive offices)
(Name, address, including zip code, and
Telephone number, including area code, of agent for service)
COPY TO:
Jehu Hand, Esq.
Hand & Hand
24901 Dana Point Harbor Drive, Suite 200
Dana Point, California 92629
(714) 489-2400
Facsimile (714) 489-0034

Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this registration
statement.

If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933 other than securities offered only
in connection with dividend or
interest reinvestment plan, please check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box:
[ ]

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered Be Registered Per Share(1) Offering Price Registration Fee

Class A Common Stock issuable upon
conversion of Series A
<S> <C> <C> <C> <C>
Convertible Preferred Stock(2)....... 4,611,195 $1.468 $ 6,769,234.20 $ 1,996.92
Class A Common Stock offered by
selling shareholders(3).............. 600,000 $1.468 $ 880,800.00 $ 259.84
Class A Common Stock, issuable upon
exercise of options(4)(5)............ 200,000 $1.467 $250,000.00 $ 74.88
Class A Common Stock, issuable upon
exercise of options(6)............... 100,000 $2.00 $ 200,000.00 $ 59.00
Class A Common Stock, issuable upon
exercise of options(7)............... 100,000 $2.50 $ 250,000.00 $ 73.75
Class A Common Stock, issuable upon
exercise of options(8)............... 100,000 $3.00 $ 300,000.00 $ 88.50
Class A Common Stock, issuable upon
exercise of options(9)............... 100,000 $3.50 $ 350,000.00 $ 103.25
Total(10).............................. 5,711,195 $ 8,045,185.20 $ 2,632.89
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee.
(2) Includes 4,611,195 shares issuable upon conversion of 4,000 shares
($4,000,000 aggregate principal amount) of Series A Convertible Preferred
Stock at the lower of $1.265625 or 65% of the closing bid price of the
Common Stock averaged over the five trading days prior to the date of
conversion. The maximum offering price per share is based upon the
closing price of the Common Stock on April 22, 1998, of $1.468 since it
is higher than the estimated conversion price per share of the Series A
Convertible Preferred Stock (in accordance with Rule 457(g)). Includes
10% additional shares (104.80 shares of common stock per share of
Preferred Stock) ubder provisions of the Preferred Stock).
(3) Includes 600,000 shares already issued and outstanding.
(4) The maximum offering price per share is based upon the closing price of
the Common Stock on April 22, 1998, or $1.468 since it is
higher than the exercise price of the option (in accordance with Rule
457(g)).
(5) Includes 100,000 shares issuable upon exercise of options at $1.75 per
share.
(6) Includes 100,000 shares issuable upon exercise of options at $2.00 per
share.
(7) Includes 100,000 shares issuable upon exercise of options at $2.50 per
share.
(8) Includes 100,000 shares issuable upon exercise of options at $3.00 per
share.
(9) Includes 100,000 shares issuable upon exercise of options at $3.50 per
share.
(10) Includes in each case reoffers of the Common Stock offered hereby and
shares issuable pursuant to antidilution provisions pursuant to
Rule 416.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
PROSPECTUS
CHICKEN KITCHEN CORPORATION
5,711,195 Shares of Common Stock
($.001 par value)

The estimated 5,711,195 shares (the "Shares") of Common Stock, par value
$.0005 per share (the "Common Stock") of Chicken Kitchen Corporation, a Florida
corporation (the "Company") are being offered by the selling stockholders (the
"Selling Stockholders") and include an estimated 4,611,195 shares issuable upon
conversion of $4,000,000 in principal amount of Series A Convertible Preferred
Stock (the "Series A Preferred"), 500,000 shares issuable upon exercise of
options, and 600,000 shares currently outstanding. The Company will not receive
any proceeds from the sale of Common Stock by the Selling Stockholders. See
"Selling Stockholders." The expenses of the offering, estimated at $30,000, will
be paid by the Company.

The Common Stock currently trades on the Electronic Bulletin Board under
the symbol "CKKC" On April 22, 1998, the last sale price of the Common Stock as
reported on the Electronic Bulletin Board was $1.468 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PURCHASE OF THESE SECURITIES INVOLVES RISKS.
See "Risk Factors" on page 4.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

The date of this Prospectus is ___________, 1998

<PAGE>

No person has been authorized in connection with this offering to give any
information or to make any representation other than as contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any
securities covered by this Prospectus in any state or other jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such state
or jurisdiction. Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement under the Securities Act
with respect to the securities offered hereby with the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. This Prospectus, which is a part of the
Registration Statement, does not contain all of the information contained in the
Registration Statement and the exhibits and schedules thereto, certain items of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement,
including all exhibits and schedules thereto, which may be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at its Regional Offices
located at 7 World Trade Center, New York, New York 10048, and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 at
prescribed rates during regular business hours. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement, each
such statement being qualified in its entirety by such reference. The Company
will provide, without charge upon oral or written request of any person, a copy
of any information incorporated by reference herein. Such request should be
directed to the Company at 5415 Collins Avenue, Suite 305, Miami, Florida 33140,
telephone (305) 867-4433.

As of the date of this Prospectus, the Company became a reporting company
under the Exchange Act and in accordance therewith in the future will file
reports and other information with the Commission. All of such reports and other
information may be inspected and copied at the Commission's public reference
facilities described above. The Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The address of such site
is http://www.sec.gov. In addition, the Company intends to provide its
shareholders with annual reports, including audited financial statements,
unaudited semi-annual reports and such other reports as the Company may
determine.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the
more detailed information and financial statements, including the notes thereto,
appearing elsewhere in this Prospectus.

The Company

Chicken Kitchen Corporation, a Florida corporation formerly known as
Chicken Acquisition Corp. (the "Company") is engaged in the business of
operating five Chicken KitchenR restaurants in Florida, with one additional
location under construction, and is commencing to offer franchises. Chicken
Kitchen restaurants feature grilled chicken and complementary menu items.

The Company's concept is to offer a healthy, nutritious and delicious menu
centered on fresh chicken. Chicken is marinated in the Company's proprietary
blend of fruit juices, herbs and spices and cooked to order in view of the
customer on open flame grills. All side dishes and sauces are prepared daily in
the kitchen using only fresh and natural products. All menu items are designed
to be low in fat, cholesterol and calories and are prepared in accordance with
the related guidelines established by the American Heart Association.

Chicken Kitchen restaurants are designed to require from 600 to 3,200
square feet, making placement of a franchised location very flexible (e.g.
airports, food courts, etc.) as well as the more traditional strip center or
stand alone restaurant locations. The Company has also commenced marketing its
franchise opportunity. The Company's restaurants average 1,475 square feet. The
Company intends to grow both by franchising and also by adding Company stores.

The corporate offices of the Company are located at 5415 Collins Avenue,
Suite 305, Miami, Florida 33140 and its telephone number is (305) 867-4433.
<TABLE>
<CAPTION>

<S> <C> <C>
Securities Offered:.................................................... An estimated 5,711,195 shares of
Common Stock, $.0005 par value per
share, including an estimated 4,611,195
shares issuable upon conversion of 4,000
shares of Series A Preferred Stock at a
conversion price per share of Preferred
Stock equal to $1,000 divided by the
lower of $1.265625 or 65% of the
average closing bid price of the Common
Stock on the five trading days prior to
conversion; 500,000 shares issuable upon
exercise of options; and 600,000 shares
currently outstanding.

Risk Factors........................................................... The securities offered hereby involve a
high degree of risk and immediate
substantial dilution and should not be
purchased by investors who cannot afford
the loss of their entire investment. See
"Risk Factors."

Common Stock Outstanding Before Offering:.............................. 11,555,248(1) shares, including 10,536,298
shares of Class A Common Stock and
1,018,950 shares of Class B Common
Stock;

Common Stock Outstanding After Offering:............................... 16,666,443(2) shares, including 15,647,493
shares of Class A Common Stock and
1,018,950 shares of Class B Common
Stock;

<PAGE>

NASD Electronic Bulletin Board Symbol.................................. CKKC
</TABLE>

(1) Based on shares outstanding as of March 21, 1998.

Risk Factors

The securities offered hereby are highly speculative and involve a high
degree of risk, including, but not necessarily limited to the risk factors
described below. Prospective purchasers should carefully consider the following
risk factors, among others, as well as the remainder of this prospectus, prior
to making an investment in the Company.

RISK FACTORS

An investment in the securities offered hereby is speculative in nature
and involves a high degree of risk. In addition to the other information in this
Prospectus, the following factors should be considered carefully in evaluating
the Company and its business.

Limited History of Business Operations; Management of Growth

The Company has limited operating history, having commenced operations
in November 1995. The Company currently operates five restaurants, including
three which it recently acquired, has an additional restaurant under
construction, and has recently commenced franchising operations. The Company
will be required to build a management infrastructure as it devotes significant
managerial resources to manage this growth. As a result of the increase in
operating expenses caused by this expansion, operating results may be adversely
affected if sales do not materialize, whether due to increased competition or
otherwise. The can be no assurance that the Company will be able to grow in
future periods or sustain any rates of revenue growth and profitability. As a
result, the Company believes that period to period comparisons of its results of
operation are not necessarily meaningful and should not be relied upon as an
indication of future performance.

Additional Financing Requirements of the Company

At December 31, 1997, the Company had working capital of approximately
$1,075,971. The Company's operations have been financed to date through sales of
its common stock, most recently through a the sale of Series A Preferred Stock
which generated net proceeds of approximately $2,500,000. The Company requires
significant additional capital for the expansion of its franchising and
restaurant operations. The Company believes that the net proceeds from its
recent offering and cash generated from operations will be sufficient to fund
its operations until at least December 31, 1998. However, no assurance can be
given that additional funds will not be required prior to the expiration of such
period or that any funds which may be required will be available, if at all, on
acceptable terms. If additional funds are required, the inability of the Company
to raise such funds will have an adverse effect upon its operations. To the
extent that additional funds are obtained by the sale of equity securities, the
stockholders may sustain significant dilution. If adequate capital is not
available the Company will have to reduce or eliminate its planned expansion
activities, which could otherwise ultimately provide significant revenue to the
Company. Even if such additional financing is available on satisfactory terms,
it, nonetheless, could entail significant additional dilution of the equity
ownership of the Company to existing shareholders and the book value of their
outstanding shares.

Competition

The fast food restaurant industry is highly competitive and can be
significantly affected by many factors, including changes in local, regional or
national economic conditions, changes in consumer tastes, consumer concerns
about the nutritional quality of quick-service food and increases in the number
of, and particular locations of, competing restaurants. Factors such as
inflation, increases in food, labor and energy costs, the availability and cost
of suitable sites, fluctuating interest and insurance rates, state and local
regulations and licensing requirements and the availability of an adequate
number of hourly paid employees can also adversely affect the fast food
restaurant industry. Multi-unit restaurant chains like the Company can also be
substantially adversely affected by publicity resulting from food quality,
illness, injury, or other health concerns. Major chains, which have
substantially greater financial resources and longer operating histories than
the Company, dominate the fast food restaurant industry. The Company competes
primarily on the basis of location, food quality and price. Changes in pricing
or other marketing strategies by these competitors can have an adverse impact on
the Company's sales, earnings and growth. There can

<PAGE>

be no assurance that the Company will be able to compete effectively against its
competitors. In addition, with respect to the sale of franchises, the Company
competes with many franchisors of restaurants and other business concepts for
qualified and financially capable franchisees.

Continued Control by Management and Present Stockholders

As of the date of this Prospectus, approximately 56.5% of the
outstanding shares of Common Stock were owned by the Company's officers and
directors, including 1,000,000 shares of Class B Common Stock, each of which
entitles the holders thereof to 10,000 votes per share. As a result of the super
voting power of the Class B Common Stock, management has over 99% of the voting
power of the Company. Following completion of this Offering, and conversions of
the Preferred Shares into common stock such persons will be able to elect all of
the directors and will thus be able to continue to control the Company. The
existence of the Class B Common Stock will likely deter any attempt to change
control of the Company.

No Prior Public Broad Market

Prior to this Offering, the Company's Common Stock has traded on the
NASDAQ OTC Bulletin Board under the symbol "CKKC." Although the Company intends
to apply at some future time to have the Common Stock included in the Nasdaq
SmallCap(R) Market, it does not currently meet the requirements for such listing
and there can be no assurance that the application will be successful nor that a
broad market in the Common Stock will develop, or, if such a market develops,
that it will be sustained. There can therefore be no assurance as to when, if at
all, investors will be able to liquidate their investment in the Company.

Nasdaq Stock Market and Market Illiquidity

The Company's Common Stock does not currently meet the current Nasdaq
listing requirements for the SmallCap(R) Market. If the Company is unable to
satisfy Nasdaq's requirements for listing, trading, if any, the Common Stock
will continue to be conducted on the NASD's OTC Bulletin Board, established for
securities that do not meet the Nasdaq SmallCap(R) Market listing requirements.
Consequently, the liquidity of the Company's securities could be impaired, not
only in the number of securities which could be bought and sold, but also
through delays in the timing of transactions, reduction in security analysts'
and the news media's coverage of the Company, and lower prices for the Company's
securities than might otherwise be attained.

Risks of Low-priced Stocks; Penny Stock Regulations

Until such time, if any, that the Company's securities are listed on
The Nasdaq SmallCap(R) Market or a registered U.S. securities exchange they will
continue to be subject to Rule 15g-9 under the 1934 Act, which imposes
additional sales practice requirements on broker-dealers which sell such
securities to persons other than established customers and institutional
accredited investors. For transactions covered by this rule, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's Common Stock and may affect the ability of purchasers in this Offering
to sell any of the Common Stock acquired pursuant to this Memorandum in the
secondary market. The Commission's regulations define a "penny stock" to be any
equity security that has a market price (as therein defined) less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. The penny stock restrictions will not apply to the Company's Common
Stock if the Common Stock is listed on The Nasdaq SmallCap(R) Market and has
certain price and volume information provided on a current and continuing basis,
or meets certain minimum net tangible assets and other criteria. There can be no
assurance that the Company's securities will qualify for exemption from these
restrictions. If the Company's Common Stock continues to be subject to the rules
on penny stocks, the market liquidity for the Common Stock could be severely
adversely affected.

No Common Stock Dividends Anticipated

The Company presently intends to retain future earnings, if any, in
order to provide funds for use in the operation and expansion of its business
and, accordingly, does not anticipate paying cash dividends on its Common Stock
in the foreseeable future.

<PAGE>

Shares Eligible for Future Sale

All but 3,015,248 of the presently issued and outstanding shares of
Common Stock are "restricted securities" as that term is defined under Rule 144
promulgated under the Securities Act. Rule 144 governs resales of such
restricted securities for the account of any person (other than an issuer), and
restricted and unrestricted securities for the account of an "affiliate" of the
issuer. Restricted securities generally include any securities acquired directly
or indirectly from an issuer of its affiliates which were not issued or sold in
connection with a public offering registered under the Securities Act. An
affiliate of the issuer is any person who directly or indirectly controls, is
controlled by, or is under common control with, the issuer. Affiliates of the
Company may include its directors, executive officers and persons directly or
indirectly owning 10% or more of the outstanding Common Stock. Under Rule 144
unregistered resales of restricted Common Stock cannot be made until it has been
held for one year from the later of its acquisition from the Company or an
affiliate of the Company. Thereafter, shares of Common Stock may be resold
without registration subject to Rule 144's volume limitation, aggregation,
broker transaction, notice filing requirements, and requirements concerning
publicly available information about the Company (the "Applicable
Requirements"). Resales by the Company's affiliates of restricted and
unrestricted Common Stock are subject to the Applicable Requirements. The volume
limitations provide that a person (or persons who must aggregate their sales)
cannot, within any three-month period, sell more than the greater of (i) one
percent of the then outstanding shares, or (ii) the average weekly reported
trading volume during the four calendar weeks preceding each such sale. A person
who is not deemed an "affiliate" of the Company and who has beneficially owned
shares for at least one year would be entitled to sell such shares under Rule
144 without regard to the Applicable Requirements. If a broad public market
develops for the Company's Common Stock, the Company is unable to predict the
effect that sales made under Rule 144 or other sales may have on the then
prevailing market price of the Common Stock.

Management of Growth

The Company's growth to date has required and is expected to continue
to require, the full utilization of the Company's management, financial and
other resources, to date without adequate working capital. The Company's ability
to manage growth effectively will depend on its ability to improve and expand
its operations, including its financial and management information systems, and
to recruit, train and manage executive staff and employees. There can be no
assurance that management will be able to manage growth effectively, and the
failure to effectively manage growth may have a materially adverse effect on the
Company's results of operations.

Dependence on Key Personnel

The Company is dependent upon Christian de Berdouare, President, Chief
Executive Officer and Treasurer, David Krasna, Vice President-Administration and
Secretary, and Frank Blackman, Vice President of Franchising, and other key
employees with respect to its operations. The Company has not entered into
employment agreements with Messrs. Berdouare or Krasna and has not obtained key
men life insurance on their lives. The Company's future success also depends on
its ability to attract and retain other qualified personnel, for which
competition is intense. The loss of certain key employees or the Company's
inability to attract and retain other qualified employees could have a material
adverse effect on the Company's results of operations.

Risks Associated with Forward-looking Statements

This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act") although such
forward-looking statements included herein will not be subject to the safe
harbors for such statements under such sections. The Company's forward-looking
statements include the plans and objectives of management for future operations,
including plans and objectives relating to the Company's planned expansion and
future economic performance of the Company. The forward-looking statements and
associated risks set forth in this Prospectus include or relate to: (i) the
ability of the Company to obtain a meaningful degree of consumer acceptance for
its restaurant concept, (ii) the ability of the Company to develop and implement
a franchising program, (iii) the ability of the Company to develop brand-name
recognition for its restaurant concept, and (iv) the ability of the Company to
obtain and retain sufficient capital for its future operations.

The forward-looking statements herein are based on current expectations
that involve a number of risks and uncertainties. Such forward-looking
statements are based on assumptions that the Company will meet its business
objectives and that there will be no material adverse change in the Company's
operations or business or in governmental regulations affecting the Company or
its suppliers. The foregoing assumptions are based on judgments

<PAGE>

with respect to, among other things, future economic, competitive and market
conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the Company's
control. Accordingly, although the Company believes that the assumptions
underlying the forward-looking statements are reasonable, any such assumption
could prove to be inaccurate and therefore there can be no assurance that the
results contemplated in forward-looking statements will be realized. In
addition, as disclosed elsewhere in the "Risk Factors" section of this
Prospectus, there are a number of other risks inherent in the Company's business
and operations which could cause the Company's operating results to vary
markedly and adversely from prior results or the results contemplated by the
forward-looking statements. Growth in absolute and relative amounts of cost of
goods sold and selling, general and administrative expenses or the occurrence of
extraordinary events could cause actual results to vary materially from the
results contemplated by the forward-looking statements. Management decisions,
including budgeting, are subjective in many respects and periodic revisions must
be made to reflect actual conditions and business developments, the impact of
which may cause the Company to alter its marketing, capital investment and other
expenditures, which may also materially adversely affect the Company's results
of operations. In light of significant uncertainties inherent in the
forward-looking information included in this Prospectus, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the Company's objectives or plans will be achieved. See
"Management's Discussion and Analysis" and "Business."

<PAGE>

MARKET PRICES AND DIVIDENDS

The Company's Class A Common Stock has been listed on the NASD OTC
Electronic Bulletin Board sponsored by the National Association of Securities
Dealers, Inc. under the symbol "CKKC" since May 13, 1997. On April 22, 1998 the
closing bid price as reported by the Electronic Bulletin Board was $1.468.

The following table sets forth the high and low bid prices for the
Class A Common Stock as reported on the Electronic Bulletin Board for each
quarter since May 13, 1997, for the periods indicated. Such information reflects
inter dealer prices without retail mark-up, mark down or commissions and may not
represent actual transactions. The Class B Common Stock does not trade on any
market.

Quarter Ended High Low

June 30, 1997 2 3/4 1 7/64
September 30, 1997 2 9/32 1 11/16
December 31, 1997 2 3/16 5/8
March 31, 1998 1 1/16 5/8

The approximate number of record holders of the Company's Class A and B
Common Stock as of March 31, 1998 was 173 and 25, respectively.

The Company has never declared or paid any cash dividends on its Common
Stock nor does the Company anticipate that any such dividends will be paid in
the foreseeable future. The Company intends to retain any earnings it may
realize to finance operations and potential expansion of its business. Holders
of Series A Convertible Preferred Stock are entitled to receive dividends at the
rate of $.80.00 per share per annum prior to the payout of dividends to holders
of common stock.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

The Company is engaged in the business of operating five Chicken
Kitchen restaurants in Florida, with one additional restaurant under
construction, and in offering franchise opportunities. Although no franchises
have been sold, the Company has commenced a franchising program and intends to
open additional restaurants. Two of the Company's restaurant locations were
acquired in November 1997 and one on March 2, 1998. The Company is subject to
the special risks attendant on companies which are expanding operations,
including but not limited to, the costs of evaluating and establishing
additional locations, the costs and complexities involved in expanding
administrative infrastructures, as well as the high level of competition in the
restaurant industry, changing consumer preferences and tastes, and general
economic conditions in Florida. As a result of these risks, and the costs of
expansion, the Company's operating results could be materially adversely
affected especially in any particular operating period.

Nine Months Ended December 31, 1997 Compared to Nine Months Ended December 31,
1996

Sales in the nine months ended December 31, 1997 ("Interim 1997") were
nearly double those in the nine months ended December 31, 1996 ("Interim 1996").
The primary reason for the sales increase was the growth in locations from one
restaurant in Interim 1996 to four locations (including two locations
established in November 1997) by the end of Interim 1997. Cost of sales was 49%
of sales in Interim 1997, compared to 44% in Interim 1996. The increase was due
to increases in the price of chicken and produce.

Controllable expenses increased significantly in Interim 1997,
generally in line with the increases in sales and locations with two exceptions.
Advertising and promotion increased in connection with the introduction of the
new locations. In addition, the Company accrued consulting fees of $367,477 in
Interim 1997 in connection with shares issued in Interim 1997. Rent expense did
not substantially increase since the Company assumed older existing long term
leases. Other expenses in Interim 1996 include $40,591 in acquisition costs and
$83,500 in amortization related to pre-opening expenses for the Adventura Mall
restaurant.

<PAGE>

Year Ended March 31, 1997 Compared to March 31, 1996

Revenues in the year ended March 31, 1997 ("Fiscal 1997")were 260% of
revenues in the year ended March 31, 1996 ("Fiscal 1996") since the restaurant
in the Aventura Mall opened in November 1995, and operated only for four and a
half months prior to the end of Fiscal 1996. Cost of sales (as a percentage of
revenues) were substantially the same in Fiscal 1997 compared to Fiscal 1996.
Controllable expenses increased significantly in Fiscal 1997 primarily as a
result of consulting expenses and higher general and administrative expenses
occasioned by the write-off related to the Shannon and Rosenbloom, Inc. and
Sammut & Associates Ltd., consultancy agreements, higher rent expenses due to
the increase in rent for corporate office space in 1997, and increased
management compensation. Net loss in Fiscal 1997 was $693,863, compared to
$305,060 in Fiscal 1996. From an operating standpoint, the increase in the net
loss was attributable to the consulting fees, administrative costs and other
costs related to the Company's expansion program.

Liquidity and Capital Resources

As of December 31, 1997, the Company had working capital of $1,075,971,
most of which was comprised of cash. In December 1997 the Company completed a
private offering of Series A Convertible Preferred Stock and received net
proceeds of approximately $2.5 million. The proceeds of the offering were used
to acquire two restaurant locations, a remaining 45% interest in a third
restaurant, to repay a $600,000 bridge loan and for working capital. Management
believes that the cash on hand, together with cash generated from operations,
will be sufficient to meet the Company's cash requirements until at least
December 31, 1998. The Company has no lines of credit available to it at this
time. Inflation has not had a significant impact on the Company's results of
operations.

BUSINESS
Background

The Company operates five Company-owned restaurants and has commenced
the business of granting franchises to certain qualified persons for the
ownership and operation of Chicken KitchenR restaurants (the "Restaurants"),
featuring grilled chicken and other food products (the "Products"). The
Restaurants will utilize certain of the Company's licensed trademarks, service
marks and trade dress, including an associated logo and such other trademarks,
service marks and trade dress as the Company may adopt, and the Company's
licensed distinctive image, designs, business formats, methods, equipment,
procedures and specifications. The Company has no other business activities.

On November 21, 1995, the Company opened its first Chicken KitchenR
Restaurant in the food court of Aventura Mall, located in North Miami, Florida.
The restaurant offers marinated grilled chicken and other items, and operated
under the tradename Chicken KitchenR pursuant to a license agreement (the
"License Agreement") with Chicken Kitchen Corporation ("CKC"), a Delaware
corporation owned by Mr. Christian Mahe de Berdouare, the current President of
Chicken KitchenR. CKC owns all service marks, operations manual, trade dress,
marination formulas, sauces and other recipes and concept for operations. In
December 1996, the Company and CKC consummated the Agreement and Plan of
Reorganization which was entered into on November 30, 1996 (the "Agreement").
Pursuant to the Agreement, the Company purchased substantially all the assets of
CKC in exchange for 5,100,000 shares of the Company's Common Stock. Mr. de
Berdouare, as the sole owner of CKC, thus gained control of the Company upon
consummation of the transactions contemplated by the Agreement. In January 1997
an affiliate of the Company's president acquired 55% of a second restaurant out
of bankruptcy, and the president subsequently in September 1997 assigned for
$1.00 all of his interest in this restaurant to the company. In November 1997
the Company acquired the remaining 45% and purchased the assets of two
additional restaurant locations. On March 2, 1998 the Company closed on the
acquisition of its Baysite Marketplace store from Danalex.

On January 3, 1997, Ambassa Holdings, Inc., a Delaware corporation
controlled by Mr. de Berdouare, acquired a 55% ownership interest in Patty &
Caesar's Food Service, Inc., a Florida corporation ("P&C"), pursuant to the
terms of an Agreement for Sale of Shares by Shareholders dated November 15,
1996. P&C operates a grilled chicken restaurant at 9067 S.W. 107th Avenue in
Miami, Florida, pursuant to a Franchise Agreement dated November 28, 1994,
between Starr's Chicken Grill, Inc. and P&C. On October 1, 1996, P&C had filed a
voluntary petition to reorganize pursuant to Chapter 11 of the United States
Bankruptcy Code (United States Bankruptcy Court for the Southern District of
Florida, Case No. 96-16128-BKC-RAM). Mr. de Berdouare, through his control of
Ambassa Holdings, Inc. and its recently acquired interest in P&C, is now
controlling the operation of the restaurant and brought it out of bankruptcy
earlier in 1997, then assigned for $1.00 all of its interests in P&C to Chicken
Kitchen Corporation in September 1998.

The Company entered the business of granting franchises in March 1997.
The Chicken KitchenR concept has been in development for over a decade. The
developer of the concept is Mr. de Berdouare, who until obtaining control of the
Company served as a consultant to the Company and its corporate parent. He
established an initial quick-service chicken operation in New York City in 1983.
Through his ownership in Chicken Kitchen, Ltd., and Chicken Kitchen 52 OLP,
Inc., a total of five Company-owned retail fast-food outlets had been
established in the New York area based on the Chicken KitchenR formula. Certain
of these restaurants were not successful and sought protection under applicable
bankruptcy and insolvency statutes. One restaurant is still in existence,
although it is no longer associated with Mr. de Berdouare. The current owners of
that restaurant are using the Chicken KitchenR tradename, recipes and concept in
two additional restaurants without license or permission and, in the opinion of
management, are thereby infringing on the rights to these assets.

<PAGE>

In an effort to reduce leasehold and operating costs on a per-store
basis, the operations in New York City were transferred in 1988 to Miami,
Florida and Chicken Kitchen Grill, Inc. was established. Subsequently, three
restaurants were established in the Miami area, two of which were company-owned
and the other was a franchised store. Until recently, these restaurants operated
under the Starr's Chicken Grill tradename, but now are part of Chicken Kitchen
Corporation. A fourth restaurant, operating a similar restaurant under a
different name and ownership, was acquired by the Company in March 1998.

By an agreement dated March 8, 1994, in connection with divorce
proceedings between Mr. de Berdouare and his former wife and in settlement of
other litigation among Mr. de Berdouare, CKC, his former wife and other
affiliated persons, Mr. de Berdouare sold to his former wife his interest in
Chicken Kitchen Grill, Inc., the franchisor, and the Company-owned store. In
exchange, Mr. de Berdouare received all rights to, among other things, the
tradename Chicken KitchenR and all related service marks and logos. The Chicken
KitchenR trade dress, operations manual, marination formulae, sauces and other
recipes and concept for operations are available for use by any of the parties.
Mr de Berdouare then transferred his rights in the Chicken KitchenR tradename
and related service marks, trade dress, operations manual, marination formulas,
sauces and other recipes and concept for operations, to CKC.

The Company's restaurants feature a menu focused on grilled chicken
served whole, in halves or in quarters, and grilled boneless chicken breasts,
served in a variety of sandwiches, salads and platters. The Company believes
that its focus on grilled chicken capitalizes on an increasing consumer
preference for healthier, lower-fat foods. The focused menu also facilitates the
consistent preparation of fresh, high quality foods, the execution of efficient
customer service and the accurate replication of the concept in new locations.

The Company uses fresh whole chickens, top grade produce and freshly
prepared rice, and homemade sauces, which are delivered several times a week to
each restaurant. The Company maintains stringent quality standards for the
preparation and service of all food items. The Company believes the menu's
emphasis on freshness and quality, as well as its focus on grilled chicken,
appeals to increasingly health-conscious customers who desire a wholesome and
healthy alternative to the fare served at other quick-service restaurants.

The Company's restaurants deliver value by providing generous portions
of wholesome, flavorful food at economical prices. The Company emphasizes value
with menu prices typically well below the prices of comparable menu items in
full service restaurants and frequently less than comparable menu items offered
by other quick-service restaurants.

The Company places a premium on quick-service and customer convenience.
The Company's traditional restaurants, which are open for lunch and dinner seven
days a week from 11:00 a.m. to 10:00 p.m., offer take-out service to accommodate
the varied schedules of families, business people, students and other
time-sensitive individuals. Prompt, accurate and courteous service is a priority
in each mode of food delivery. In addition, the menu offers a variety of portion
sizes to accommodate a single customer, family or large group.

The Company's restaurants feature an attractive interior decor and
exterior design which is easily replicable in its multi-unit system. While each
restaurant has a similar appearance, the restaurants' design is sufficiently
flexible to accommodate a variety of available sites. Restaurants are also
designed to conveniently serve a high volume of customer traffic while retaining
an inviting, casual atmosphere.

Restaurants

As of March 31, 1998 the Company owned the following restaurants.

Store No. Location Square Feet

1 Red Road, 1,100
South Miami

2 Arthur Godfrey Road, 1,400
Miami Beach

3 Kendall Mall, 1,600
West Miami

<PAGE>

4 Aventura Mall, 750
North Miami
5 Bayside Marketplace 700
Downtown Miami Avenue

6 Washington Lane, 3,200
Miami Beach (under construction)

Proposed Franchise Program

The Company has no franchises currently outstanding.

The Company will assist franchisees with selecting a suitable location
by the use of demographic and traffic pattern analysis, an analysis of the
proximity of business and community resources, and competition; advises on the
negotiation of lease terms and store design; assists with sourcing of food
product supply; and purchase of furniture and fixtures. Franchisees are not
required to purchase any products from the Company.

The current franchise fee is $25,000 paid $10,000 on contract signing
and $15,000 when the premises lease is signed, plus 4% of revenues. A Chicken
Kitchen restaurant typically requires an additional $200,000 to $400,000 in
equipment, furniture, fixtures, advertising, inventory and other pre-opening
costs.

The Company's future growth will be focused on obtaining franchised
Restaurants as well as adding additional store locations.

The primary criteria considered by the Company in the review and
approval of franchisees are prior experience in operating restaurants or other
comparable business experience, and capital available for investment.

The Company, when required, will establish a staff of operations
personnel to train and assist franchisees in opening new Restaurants and to
monitor the operations of existing Restaurants. These services will be provided
as part of the Company's franchise program. New franchisees are required to
complete a four-week training program. Upon the opening of a new franchised
Restaurant, Company representatives are typically sent to the Restaurant to
assist the franchisee during the opening period. These Company representatives
work in the Restaurant to monitor compliance with the Company's standards and
provide additional on-site training of the franchisee's restaurant personnel.

The Company will provide development and construction support services
to its franchisees. Plans and specifications for the restaurants must be
approved by the Company before improvements begin. The Company's personnel will
visit the facility during construction of leasehold improvements to meet with
the franchisee's site contractor and to verify that construction standards are
met.

New franchisees will be required to complete a four-week program that
features various aspects of day-to-day operations and certification in all
functioning positions. The program consists of formal classroom training and
in--restaurant training, including human resources, accounting, purchasing and
labor and food handling laws. Generally, a team of Company employed personnel is
provided for new restaurants to conduct hands-on training and to ensure
compliance with Company standards. Standard operating manuals are provided to
each franchisee.

To maintain uniformly high standards of appearance, service, food and
beverage quality, the Company has adopted policies and implemented a monitoring
program. Franchisees are expected to adhere to the Company's specifications and
standards in connection with the selection and purchase of products used in the
operation of the Restaurant. Detailed specifications are provided for the
products used, and franchisees must request Company approval for any deviations.
Except for the proprietary marination formula, the Company does not generally
sell equipment, supplies or products to its franchisees. The franchise agreement
requires franchisees to operate their restaurants in accordance with the
Company's requirements. Ongoing advice and assistance is provided to franchisees
in connection with the operation and management of each restaurant.

<PAGE>

Suppliers

The Company and its prospective franchisees purchase all of its fresh
chicken from pre-approved suppliers, and obtains its other supplies from several
suppliers. The Company believes that alternative suppliers are readily
available.

Competition

Regulation

The Company is subject to a variety of federal, state, and local laws
affecting the conduct of its business. Operating restaurants are subject to
various sanitation, health, fire and safety standards and restaurants under, or
proposed for construction, are subject to state and local building codes, zoning
restrictions and alcoholic beverage regulations. Difficulties in obtaining or
failure to obtain required licenses or approvals could delay or prevent the
development or opening of a new restaurant in a particular area. The Company is
also subject to the Federal Fair Labor Standards Act, which governs minimum
wages, overtime, working conditions and other matters, and the Americans with
Disabilities Act, which became effective in January 1992. The Company believes
that it is in compliance with such laws, and that its Restaurants have all
applicable licenses as required by governmental authorities.

The Company believes that it is in compliance with the applicable
federal and state laws concerning designated non-smoking and smoking areas in
its Company operated restaurants.

The Company is subject to regulations of the Federal Trade Commission
(the "FTC") and various states relating to disclosure and other requirements in
the sale of franchises and franchise operations. The FTC's regulations require
the Company to timely furnish prospective franchisees a franchise offering
circular containing prescribed information. Certain state laws also require
registration of the franchise offering with state authorities. Other states
regulate the franchise relationship, particularly concerning termination and
renewal of the franchise agreement. The Company believes that it is in
compliance with the applicable franchise disclosure and registration regulations
of the FTC and the various states that it operates in.

While the Company intends to comply with all federal, state and
foreign laws and regulations, there can be no assurance that it will continue to
meet the requirements of such laws and regulations, which, in turn, could result
in a withdrawal of approval to franchise in one or more jurisdictions. Any such
loss of approval may have a material adverse effect upon the Company's ability
to successfully market its franchises. Violations of franchising laws and/or
state laws and regulations regulating substantive aspects of doing business in a
particular state could subject the Company and its affiliates to rescission
offers, monetary damages, penalties, and/or injunctive proceedings. The state
laws and regulations concerning termination and non-renewal of franchisees are
not expected to have a material impact on the Company's operations. In addition,
under court decisions in certain states, absolute vicarious liability may be
imposed upon franchisors based upon claims, there can be no assurance that
existing or future franchise regulations will not have any adverse effect on the
Company's ability to expand its franchise program.

<PAGE>

Employees

As of December 31, 1997, the Company had 100 full time and part time
staff, all at the restaurant level, and 2 administrative employees.

Trademarks

The Company markets several products under its Chicken Kitchen
trademark. The Company has received trademark and service mark protection of
this name and related designs from the United States Patent and Trademark Office
and considers these trademarks and service marks to be important to its
business.

Litigation

During the months of December 1992, January 1993 and February 1993,
landlord Daniel Hitchcock, of the Red Road Store in Miami, Florida was
overpaid $5,735.88 in rent. The Company, as successor tenant of this location,
requested beginning in 1993 that Hitchcock return the overpaid rent.
Hitchcock has refused to refund the overpaid rent. On February 23, 1998
Hitchcock filed an
eviction lawsuit in the Dade County Court against the Company alleging breach of
the provisions of the written lease agreement, including a limitation on seating
to 17 persons and alleging the lease did not authorize outdoor seating. The
Company answered the complaint on March 18, 1998, alleging that the lease was
orally modified by Hitchcock and that the premises contained no less than 32
indoor seats from inception of the lease. The Company also has counterclaimed
for its $5,735.88 in overpaid rent.

MANAGEMENT

The following table sets forth certain information with respect to the
executive officers and directors of the Company. Each director holds such
position until the next annual meeting of the Company's shareholders and until
his respective successor has been elected and qualifies. Any of the Company's
officers may be removed with or without cause at any time by the Company's Board
of Directors.

President, Chief Executive Officer, Treasurer and Director: Christian Mahe de
Berdouare

Mr. de Berdouare, age 41 has been President, Chief Executive
Officer, Treasurer and a Director of the Company, and a member of the Franchise
Committee of the Board of Directors, since December 1995. In addition, since
1988, he has been director, president, chief executive officer and holder of all
of the issued and outstanding shares of common stock of CKC. From January 1984
to December 1988, Mr. de Berdouare was a director and president of Chicken
Kitchen, Ltd. and of Chicken Kitchen 52 OLP, Inc., companies which operated as
Chicken Kitchen R restaurants in New York City, New York. Both corporations
filed for protection under Chapter 11 of the Federal Bankruptcy Code. In July,
1989, this proceeding was converted to Chapter 7. In 1988, Chicken Kitchen, Ltd.
obtained a discharge in Bankruptcy. In conjunction with that bankruptcy
proceeding, Chicken Kitchen 52nd Street Operating Limited Partnership also filed
a petition on March 4, 1987, for an arrangement under Chapter 11 of the United
States Bankruptcy Act (United States Bankruptcy Court for the Eastern District
of New York - Cash No. 887-70334-20). Mr. Berdouare was President of 52nd, Inc.,
the general partner of Chicken Kitchen 52nd Operating Limited Partnership, at
the time the petition was filed. A plan of reorganization was approved by the
creditors and confirmed by order of the Bankruptcy Court on April 8, 1988.
Pursuant to the plan, the assets of Chicken Kitchen 52nd Operating Limited
Partnership were transferred to Chicken Kitchen Holdings, Inc.

<PAGE>

Vice President and Secretary: David Krasna

Mr. Krasna, age 46, has been Vice President-Administration and
Secretary since December 1996. He served as a Director of the Company from
December 7, 1995 to December 31, 1996. He has been a consultant in the
restaurant industry for over 17 years, including acting as a consultant to
Chicken Kitchen Corporation, since August 1995. Previous consultancies include
Caffe Vittorio in Miami, Florida, during 1995; Caffe Valentini in Miami Beach,
Florida during 1993; and Da GiGi Restaurant in Buenos Aires, Argentina, during
1992-1993. He was the founder and part owner of Le Marignac restaurant in
Geneva, Switzerland from 1980-1990. Other business ventures include USAFONE,
Inc. in Miami, Florida, a cellular telephone company where he remains a
director; Triton
Capital Management, Inc. of Miami, Florida, a financing consulting company
involved in cellular communications projects abroad, during 1993-1995; and Pacma
S.A. and Indigo corporation S.A., both of Buenos Aires, Argentina, a
manufacturer and distributor of organic-based fuel additives, during 1991-1992.

Vice President: Frank Blackman

Mr. Blackman, age 44, has been Vice President of Development and
Franchising since March 1997. Mr.
Blackman was Director, Marketing Sales Training and Performance Improvement of
Republic Industries from 1997 to 1998. From 1991 to 1997 he was Director,
Training and Development, for Triarc Restaurant
Group (Arby's). He was Director, Training and Development and Area Manager for
Miami Foods, Ltd. from 1985
to 1991. From 1982 to 1985 Mr. Blackman was Sales Manager for Mangren Research
and Development Corporation
and he held various staff positions including Area Supervisor for Wendy's
International, Inc. from 1977 to 1982.
Mr. Blackman received a BS from Nova Southeastern University and an MBA from
Florida Atlantic University.

Stock Option Plan

The Company, by resolution of its Board of Directors, adopted a Stock
Option Plan (the "Plan"). The Plan enables the Company to offer an incentive
based compensation system to employees, officers and directors and to employees
of companies who do business with the Company.

In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries or employees of companies with which the Company does business
become participants in the Plan upon receiving grants in the form of stock
options. A total of 1,000,000 shares are authorized for issuance under the Plan,
of which 900,000 shares are issuable under incentive stock options to Mr.
Berdouare, and 100,000 to Mr. Krasna, 100,000 non-qualified options to another
person, and 100,000 options to Mr. Blackman. All these options are exercisable
for five years at a price of $.33 per share except for the options to Mr.
Blackman, which are exerciseable at $.65 for a period of two years. The
Company may increase the number of shares authorized for issuance under the Plan
or may make other material modifications to the Plan without shareholder
approval. However, no amendment may change the existing rights of any option
holder.

Any shares which are subject to an award but are not used because the
terms and conditions of the award are not met, or any shares which are used by
participants to pay all or part of the purchase price of any option may again be
used for awards under the Plan.

Stock options may be granted as non-qualified stock options or
incentive stock options, but incentive stock options may not be granted at a
price less than 100% of the fair market value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market value of the
stock as of the date of grant. Restricted stock may not be granted under the
Plan in connection with incentive stock options.

Stock options may be exercised during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability, whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock acquired through the exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination of notes, cash and shares of the Company's common stock or a
combination thereof. Incentive stock options may only be issued to directors,
officers and employees of the Company.

<PAGE>

There are no standard or other arrangements pursuant to which any
director of the Company is or was compensated during the Company's last fiscal
year for services as a director, for committee participation or special
assignments.

PRINCIPAL STOCKHOLDERS

The following table sets forth information relating to the beneficial
ownership of Company Common Stock as of the date of this Prospectus by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock (ii) each of the Company's directors and
executive officers, and (iii) all of the Company's directors and executive
officers as a group. The Percentage After Offering assumes the sale of all
shares offered hereby and the conversion of all Preferred shares into 4,616,195
shares of common stock at the rate of $.867454 per share.
<TABLE>
<CAPTION>

Percentage Percentage
Name Common Stock Before Offering After Offering(1)

<S> <C> <C> <C>
Christian Mahe de Berdouare(2) 5,385,000 43.2% 30.7%

David Krasna(2) 110,000 1.0% .7%

Frank Blackman(2) 110,000 16.9% 11.7%

Stratcomm Media Ltd.(3) 1,950,000 17.5% 13.5%
1801 Lee Road
Winter Park, FL 32789

Jennifer V. Valoppi(2)(4) 500,000 4.3% 3.0%

All Directors and Executive 5,605,000 56.5% 31.5%
Officers as a group (3 persons)
</TABLE>

(1) Unless otherwise noted below, the Company believes that all persons
named in the table have sole voting
and investment power with respect to all shares of Common Stock
beneficially owned by them. For
purposes hereof, a person is deemed to be the beneficial owner of
securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants
or options or the conversion of
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that any
such warrants, options or convertible securities that are held by such
person (but not those held by any other
person) and which are exercisable within 60 days from the date hereof,
have been exercised.
(2) The address of this individual is C/O the Company. Includes 900,000
shares issuable upon exercise of options at $.33 per share for five
years issued to Mr. Berdouare and 100,000 shares issued upon exercise of
100,000 stock options to each of Frank Blackman and David Krasna.
Includes as to Mr. Berdouare 1,000,000 shares of Class B Common Stock
each of which gives the holder the right to 10,000 votes per share.
(3) Stratcomm Media Ltd. is a publicly traded corporation.
(4) Jennifer Valoppi is the spouse of Mr. Berdouare. She and Mr. Berdouare
disclaim beneficial ownership of
the shares held by each other.

* less than 1%

SELLING SHAREHOLDERS

The shares of Common Stock of the Company offered by the Selling
Stockholders (the "Shares") will be offered at market prices, as reflected on
the Electronic Bulletin Board, or on the Nasdaq Small Cap Market if the Common
Stock is then traded on Nasdaq. The shares include 600,000 shares currently
outstanding as well as shares being offered by the holders upon conversion of
the Series A Preferred and 500,000 shares being issued upon exercise of options.
The aggregate number of shares offered for resale upon conversion of the Series
A Preferred

<PAGE>

will be based on the conversion rate in effect at the time of conversion. It is
anticipated that registered broker-dealers will be allowed the commissions which
are usual and customary in open market transactions.

The number of shares of Common Stock issuable upon conversion of each
of the 4,000 shares of Series A Preferred, and the consequent number of shares
of Common Stock available for resale under this Prospectus, is based upon a
conversion ratio which is the lower of $1,000 divided by 65% of the closing bid
price of the Common Stock on NASDAQ averaged over the five trading days
immediately prior to the date of conversion, or $.9542, plus 10% additional
shares issuable since the Registation Statement of which this Prospectus is a
part was not filed and declared effective within certain time parameters.
Based upon the bid price on the date of this Prospectus, or $1.468,
approximately 1,160.2987 shares of Common Stock would be issuable per share of
Series A Preferred. The Selling Stockholders do not own any Common Stock except
as registered hereby and will own no shares after the completion of the
offering. The relationship, if any, between the Company and any Selling
Stockholder is set forth below or under the caption "Certain Transactions". In
addition to the above, the selling shareholders have the right to receive 10%
additional common shares and an 8% dividend payable in shares pursuant to
provisions of the Series A Preferred.

Percent of
Number of Number of Common Stock
Series A Common Before
Name Preferred Shares Shares Offering

<S> <C> <C> <C>
Olympus Capital, Inc. 200 230,560 2.0%
Matthew Holstein Pension Plan 25 28,820 *
Philip Holstein 50 57,640 *
Edwards Capital 100 115,280 *
Castle Creek Valley Ranch
Partnership DBPP 50 57,640 *
World Capital Funding 100 115,280 *
Nostradamus, S.A. 600 691,679 5.6%
Bruce Knox 100 115,280 *
Dominick Vicari 65 74,932 *
Frederick A. Lenz 150 172,920 1.5%
John T. Mitchell 100 115,280 *
Jimmy Dean Dowda 100 115,280 *
David Mollen 25 28,280 *
Richard M. Deck 25 28,280 *
Jon Lane 25 28,280 *
Roberto E. Veitia 50 57,640 *
Michale M. Louis, Jr. 40 46,112 *
Kristy Cash 25 28,280 *
James Skalko 300 345,839 2.9%
Pow Wow, Inc. 200 230,560 2.0%
Joseph Sloves 50 57,640 *
Azucar, Ltd. 75 86,460 *
Ed Leinster 150 172,920 1.5%
Arnold A. Zousmer 500 576,399 4.8%
Barry Seidman 500 576,399 4.8%
William Veckman 25 28,820 *
Barras Investments 370 426,535 3.6%
Sammut & Associates, Ltd. 200,000 1.7%
Jennifer V. Valoppi 300,000 2.6%
Corporate Relations Group, Inc.(1)(2) 600,000 4.1%

TOTALS 4,000 5,711,195 47.4%

</TABLE>
*less than 1%

(1) Includes 100,000 shares already outstanding.
(2) Includes 500,000 shares issuable upon exercise of options.

CERTAIN TRANSACTIONS

The Company was incorporated in November 1994 as a wholly owned
subsidiary of Stratocomm Media, Ltd. (the "Parent"). The Parent purchased
4,900,000 shares for $2,450 and subsequently contributed $843,097 in capital to
the Company. In December 1996 the Parent cancelled 2,450,000 shares in
connection with the acquisition of Chicken Acquisition Corporation, a Delaware
corporation, owned by Mr. Berdouare ("CKC Delaware"). The purchase price for CKC
Delaware 5,100,000 shares of common stock.

In connection with the Company's sale of Series A Preferred Stock, the
Company issued 100,000 shares of restricted stock and options to purchase
500,000 shares of common stock to Corporate Relations Group, Inc. a subsidiary
of Parent, issued 500,000 shares to Alain Berdourare, the brother of the
President and 200,000 shares to Sammut & Associates, Ltd. for services.

<PAGE>

In September 1995 Nostradamus, S.A. loaned $600,000 to the Company.
This loan was repaid in
November 1997 out of the proceeds of the Company' placement of Series A
Preferred Stock. Nostradamus
purchased $600,000 of Series A Preferred Stock in the Offering.

The Company rents its executive offices from its President under an
oral sublease for $2,200 per month.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The Company's former independent accountant BDO Seidman, LLP ("BDO
Seidman") was dismissed from that capacity in November 1997. The report by
BDO Seidman on the financial statements of the Company dated November 1, 1997,
including balance sheets as of September 30, 1996 and March 31, 1996 and the
statements of operations, cash flows and statement of stockholders' equity for
the six month period and year then ended did not contain an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except as to the uncertainty as to whether the
Company would continue as a going concern. During the period covered by the
financial statements through the date of resignation of the former accountant,
there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. A letter from the former independent accountant for the
Company is attached as an exhibit to the Registration Statement of which this
Prospectus is a part. In December 1997 the Company engaged McKean, Paul,
Chrycy, Fletcher & Co.
as its new independent accountants.

<PAGE>

DESCRIPTION OF SECURITIES

Common Stock

The Company's Articles of Incorporation authorizes the issuance of
65,000,000 shares of Common Stock, $.0005 par value per share, including
50,000,000 shares of Class A common stock and 15,000,000 shares of Class B
common stock, of which 10,536,298 shares of Class A common stock and 1,018,950
shares of Class B Common Stock were outstanding as of the date of this
Prospectus. Holders of shares of Class A Common Stock are entitled to one vote
for each share, and holders of Class B stock are entitled to 10,000 votes per
share on all matters to be voted on by the stockholders. Holders of Common Stock
have no cumulative voting rights. Holders of shares of Common Stock are entitled
to share ratably in dividends, if any, as may be declared, from time to time by
the Board of Directors in its discretion, from funds legally available therefor.
In the event of a liquidation, dissolution or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive rights to purchase the Company's Common Stock. There are no
conversion rights or redemption or sinking fund provisions with respect to the
common stock. Each share of Class B Common Stock is convertible into one share
of Class A Common Stock. No Class B Common Shares may be issued as stock
divided. Is the Class A Common Stock convertible into Class B Common Stock. No
issuance, sale or distribution of the Class B Common Stock shall be registered
under the Securities Act of 1933. All of the outstanding shares of Common Stock
are, and the shares of Common Stock will be, when issued and delivered, fully
paid and non-assessable issuable upon conversion of the Preferred Stock.

Preferred Stock

The Company's Articles of Incorporation authorize the issuance of
1,000,000 shares of preferred stock, $.0005 par value, of which 4,000 shares of
Series A Preferred Stock are outstanding. The Series A Preferred Stock is
convertible, at the option of the holder, into shares of common stock at an
initial Conversion Rate, subject to adjustments, at a number of shares of Common
Stock equal to $1,000 divided by the lower of (i) Sixty-Five Percent (65%) of
the average Market Price of the Common Stock for the five trading days
immediately prior to the Conversion Date (defined below) or (ii) $1.265625
increased proportionally for any reverse stock split and decreased
proportionally for any forward stock split or stock dividend. Market Price for
any date shall be the closing bid price of the Common Stock on such date, as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or the closing bid price in the over-the-counter market if
other than Nasdaq. The holders of Series A Preferred have no voting rights, and
have a liquidation preference of $1,300 per share over the Common Stock.
Dividends on the Series A Preferred are payable at the rate of 8% per annum ($80
per share of Series A Preferred Stock) payable on each July 1, in either cash,
or in the option of the Company, Common Stock valued at the Conversion Rate. The
Company's Board of Directors has authority, without action by the shareholders,
to issue all or any portion of the authorized but unissued preferred stock in
one or more series and to determine the voting rights, preferences as to
dividends and liquidation, conversion rights, and other rights of such series.

The Company's Board of Directors has the authority to issue the
authorized shares of Preferred Stock in one or more series and to fix the
designations, relative powers, preferences, rights, qualifications, limitations
and restrictions of all shares of each such series, including without limitation
dividend rates, conversion rights, voting rights, redemption and sinking fund
provisions, liquidation preferences and the number of shares constituting each
such series, without any further vote or action by the stockholders. The
issuance of Preferred Stock could decrease the amount of earnings and assets
available for distribution to holders of Common Stock or adversely affect the
rights and powers, including voting rights, of the holders of Common Stock.

The Company considers it desirable to have preferred stock available to
provide increased flexibility in structuring possible future acquisitions and
financings and in meeting corporate needs which may arise. If opportunities
arise that would make desirable the issuance of preferred stock through either
public offering or private placements, the provisions for preferred stock in the
Company's Articles of Incorporation would avoid the possible delay and expense
of a shareholder's meeting, except as may be required by law or regulatory
authorities. Issuance of the preferred stock could result, however, in a series
of securities outstanding that will have certain preferences with respect to
dividends and liquidation over the Common Stock which would result in dilution
of the income per share and net book value of the Common Stock. Issuance of
additional Common Stock pursuant to any conversion right which may be attached
to the terms of any series of preferred stock may also result in dilution of the
net income per share and the net book value of the Common Stock. The specific
terms of any series of preferred stock will depend primarily on market
conditions, terms of a proposed acquisition or financing, and other factors
existing

<PAGE>

at the time of issuance. Therefore, it is not possible at this time to determine
in what respect a particular series of preferred stock will be superior to the
Company's Common Stock or any other series of preferred stock which the Company
may issue. The Board of Directors may issue additional preferred stock in future
financings.

Antitakover Provisions

The issuance of Preferred Stock and Class B Common Stock could have the
effect of making it more difficult for a third party to acquire a majority of
the outstanding voting stock of the Company. Further, certain provisions of
Florida law could delay or make more difficult a merger, tender offer or proxy
contest involving the Company. While such provisions are intended to enable the
Board of Directors to maximize stockholder value, they may have the effect of
discouraging takeovers which could be in the best interest of certain
stockholders. There is no assurance that such provisions will not have an
adverse effect on the market value of the Company's stock in the future.

The Company intends to furnish holders of its common stock annual
reports containing audited financial statements and to make public quarterly
reports containing unaudited financial information.

Transfer Agent

The transfer agent for the Common Stock is Florida Atlantic Stock
Transfer, Inc. 5701 N. Pine Island Road,
Suite 310 B, Tamarack, Florida, and its telephone number is (954) 726-4954.

LEGAL MATTERS

The legality of the Shares offered hereby will be passed upon for the
Company by Hand & Hand, a law corporation, Dana Point, California.

EXPERTS

The audited financial statements included in this Prospectus as of and
for the years ended March 31, 1997 have been audited by McKean, Paul, Chrycy,
Fletcher & Company, independent certified public accountants, to the extent and
for the periods set forth in their report thereon and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.

The audited financial statements included in this Prospectus as of and
for the years ended March 31, 1996 have been audited by BDO Seidman, LLP,
independent certified public accountants, to the extent and for the periods set
forth in their report thereon and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

<PAGE>

CHICKEN KITCHEN CORPORATION

FINANCIAL STATEMENTS AS OF
MARCH 31, 1997 AND 1996
AND
DECEMBER 31, 1997 AND 1996

TOGETHER WITH REPORT OF INDEPENDENT AUDITORS

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Chicken Kitchen Corporation:

We have audited the accompanying balance sheet of Chicken Kitchen Corporation
("the Company") as of March 31, 1997, and the related statements of operations,
stockholders' equity and cash flows for the three months then ended (not
presented separately herein). These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit. We did not audit the statements
of operations, stockholders' equity and cash flows for the nine months ended
December 31, 1996 which represent 79% of the total revenues and 65% of the total
net loss for the year end March 31, 1997. The financial statements for the nine
months ended December 31, 1996 were audited by other auditors whose report dated
December 1, 1997 has been furnished to us and expressed an unqualified opinion.
Our opinion, insofar as it relates to the amounts included for those months, is
based solely on the report of the other auditors. The financial statements of
Chicken Kitchen Corporation as of March 31, 1996 and December 31, 1996, were
audited by other auditors whose reports dated November 1, 1996 and December 1,
1997, expressed unqualified opinions on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the report of other auditors provides a reasonable
basis for our opinion.

In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Chicken Kitchen Corporation as of March 31, 1997, and
the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.

McKEAN, PAUL, CHRYCY, FLETCHER & CO.

Miami, Florida,
November 14, 1997

<PAGE>

BDO Seidman, LLP 201 S. Orange Ave., Suite 950
Accountants and Consultants Orlando, Florida 32801
Telephone: (407) 841-6930
Fax: (407) 841-6347

Independent Certified Public Accountants' Report

To the Board of Directors and Stockholders
Chicken Acquisition Corp.

We have audited the accompanying balance sheets of Chicken Acquisition Corp. as
of September 30, 1996 and as of March 31, 1996 and the related statements of
operations, stockholder's equity and cash flows for the six-month period and
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chicken Acquisition Corp. as of
September 30, 1996 and March 31, 1996 and the results of its operations and its
cash flows for the six-month period and year then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 6 to the
financial statements, the Company has experienced significant operating losses,
has an accumulated deficit and is experiencing liquidity problems at September
30, 1996. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

BDO Seidman, LLP

Orlando, Florida
November 1, 1996

CHICKEN KITCHEN CORPORATION
BALANCE SHEETS
MARCH 31, 1997 AND 1996
AND
DECEMBER 31, 1997 AND 1996

March 31, March 31, December 31, December 31,
1997 1996 1997 1996
(Unaudited)
ASSETS
CURRENT ASSETS:
<S> <C> <C> <C> <C>
Cash and cash equivalents $261,108 $ 31,319 $ 945,560 $ 801,880
Inventories 3,855 4,928 13,500 5,759
Prepaid consulting services and other 162,000 13,458 404,872 12,000
Other current assets 6,000 4,084 16,644 6,266
-----------
Total Current Assets 432,963 53,789 1,380,576 825,905
---------

ADVANCES TO AFFILIATE 209,899 - - -

PROPERTY AND EQUIPMENT, net 136,930 160,731 461,710 135,947

OTHER ASSETS:
Intangible assets, net 9,833 83,505 1,027,445 10,000
Leasehold interests 91,000 103,000 477,824 94,000
Prepaid consulting and other 25,912 13,615 401,051 -
----------
Total Other Assets 126,745 200,120 1,906,320 104,000
---------

Total Assets $906,537 $414,640 $3,748,606 $1,065,852
========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 14,026 $ 11,131 $ 103,243 $ 36,713
Accrued expenses 31,687 54,024 201,362 82,681
---------
Total Current Liabilities 45,713 65,155 304,605 119,394
---------

COMMITMENTS AND CONTINGENCIES - - - -

STOCKHOLDERS' EQUITY:
Common stock, $0.0005 par value; 50,000,000 shares
authorized; 10,100,248, 4,900,000, 11,390,248 and
9,459,168 shares issued and outstanding, respectively 5,051 2,450 5,696 4,730
Series A, convertible preferred stock, $0.0005 par
value; 4,000 shares authorized, issued and - - 2 -
outstanding
Additional paid-in capital 1,857,046 654,445 5,253,899 1,645,817

Accumulated deficit (1,001,273) (307,410) (1,815,596) (704,089)
----------
Total Stockholders' Equity 860,824 349,485 3,444,001 946,458
-----------
Total Liabilities and Stockholders' Equity $ 906,537 $414,640 $3,748,606 $1,065,852
==========

</TABLE>

The accompanying notes to financial statements are an integral part
of these statements.

<PAGE>

CHICKEN KITCHEN CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
AND THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996

For the Year Ended For the Nine Months Ended

March 31, March 31, December 31, December 31,
1997 1996 1997 1996
(Unaudited)

<S> <C> <C> <C> <C>
FOOD AND BEVERAGE SALES $615,064 $236,298 $953,214 $488,907
COST OF SALES 279,478 108,650 465,127 213,241
-------
Gross profit 335,586 127,648 488,087 275,666
-------

CONTROLLABLE EXPENSES:
Labor and employee benefits 309,726 119,459 423,490 244,962
Direct operating expenses 30,605 5,040 28,917 21,983
Advertising and promotion 21,201 2,611 78,328 5,352
Utilities 17,470 5,812 21,151 14,447
Consulting fees 121,260 - 367,477 -
Administrative and general 177,910 32,255 200,192 124,273
-------
Total controllable expenses 678,172 165,177 1,119,555 411,017
-------

Loss before occupation costs (342,586) (37,529) (631,468) (135,351)
--------

OCCUPATION COSTS:
Rent 117,579 37,166 91,197 98,055
Taxes and insurance 16,099 7,524 13,622 12,774
---------
Total occupation costs 133,678 44,690 104,819 110,829
--------

Loss before other expenses and income taxes (476,264) (82,219) (736,287) (246,180)
--------

OTHER EXPENSES:
Depreciation 25,420 14,612 27,988 26,403
Amortization 83,672 46,753 10,048 83,505
Write off of merger costs and aborted acquisition costs 108,507 161,476 - 40,591
---------
Total other expenses 217,599 222,841 38,036 150,499
---------

Loss before income taxes (693,863) (305,060) (774,323) (396,679)

INCOME TAXES - -
--------------
- -

Net loss $(693,863) $(305,060) $ (774,323) $(369,679)
=========

Weighted Average Shares Outstanding 6,176,595 4,900,000 8,436,337 4,916,639

Net Loss Per Share $ (0.11) $ (0.06) $ (0.09) $ (0.08)
============ =============

</TABLE>

The accompanying notes to financial statements are and integral
part of these statements.

<PAGE>

CHICKEN KITCHEN CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
AND THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996

Series A
Preferred Additional
Stock Common Stock Paid-In Accumulated

Amount Shares Amount Capital Deficit Total

<S> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1995 $ - 4,900,000 $2,450 $ - $ (2,350) $ 100

Capital contribution from Parent - - - 654,445 - 654,445

Net loss for the year - - - (305,060) (305,060)
-------------
- -
---

Balance at March 31, 1996 - 4,900,000 2,450 654,445 (307,410) 349,485

Capital contribution from Parent - - - 188,652 - 188,652

Retirement of common stock - (2,950,000) (1,475) 1,475 - -

Proceeds from sale of common stock at
$0.33 per share - 2,409,168 1,205 793,795 - 795,000
Issuance of restricted common stock
for assets acquired - 5,100,000 2,550 7,450 - 10,000

Net loss for nine months - - - (396,679) (396,679)

Balance at December 31, 1996 - 9,459,168 4,730 1,645,817 (704,089) 946,458

Issuance of common stock for consulting
services valued at $0.33 per share - 606,080 303 199,697 - 200,000
Issuance of restricted common stock in
connection with aborted
acquisition valued at $0.33 per share - 35,000 18 11,532 - 11,550

Net loss for three months - - - (297,184) (297,184)

Balance at March 31, 1997 - 10,100,248 5,051 1,857,0 (1,001,273 860,824

</TABLE>

(CONTINUED)

CHICKEN KITCHEN CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
AND THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996

(CONTINUED)

Series A
Preferred Additional
Stock Common Stock Paid-In Accumulated

Amount Shares Amount Capital Deficit Total

(Unaudited)
Issuance of restricted common stock for
professional and employee
services valued at $0.33 per share - 150,000 74 49,426 - 49,500
Issuance of restricted common stock in connection with the
acquisition of remaining 45% interest
in a restaurant location
valued at $1.00 per common share - 15,000 8 14,992 - 15,000
Proceeds from issuance of 4,000 shares of
preferred stock at
$1,000 per share less issuance costs
of $1,792,000 ($1,502,000 in
cash and $290,000 in common stock) 2 - - 2,207,998 - 2,208,000

Issuance of restricted common stock
valued at $1.00 per share for
consulting services to a 5% stockholder of
Series A Preferred
Stock in connection with issuance of
preferred stock - 140,000 70 139,930 - 140,000
Issuance of restricted common stock valued at
$1.00 per share for
investor and corporate relations
fees paid to wholly owned
subsidiaries of former parent
company (a current 19.5%
stockholder of the Company) in
connection with issuance of - 100,000 50 99,950 - 100,000
preferred stock
Issuance of restricted common stock valued at
$1.00 per share for
professional services in connection
with issuance of preferred - 50,000 25 49,975 - 50,000
stock
Issuance of restricted common stock
valued at $1.00 per share for future
consulting services to entities owned
by family members
of the principal stockholder - 700,000 350 699,650 - 700,000

Issuance of restricted common stock
for professional and
employee services to individuals
at $1.00 per share - 135,000 68 134,932 - 135,000

Series A preferred stock dividend payable - - - - (40,000) (40,000)

Net loss for nine months - - - - (774,323) (774,323)
-------------

Balance at December 31, 1997 $ 2 11,390,248 $5,69 $5,253,899 $(1,815,596) $ 3,444,001
===========

</TABLE>

The accompanying notes to financial statements are an integral part
of these statements.

<PAGE>

CHICKEN KITCHEN CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
AND THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996

For the Year Ended For the Nine Months Ended

March 31, March 31, December 31, December 31,
1997 1996 1997 1996
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITES:

<S> <C> <C> <C> <C>
Net loss $(693,863) $(305,060) $(774,323) $(396,679)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 109,092 61,365 38,036 109,908
Amortization of prepaid consulting fees and
leasehold interest 53,000 - 213,412 -
Write off of merger and aborted acquisition 108,507 161,476 - 36,957
costs
Issuance of 285,000 shares of common stock - 184,500 -
for services -
Changes in operating assets and liabilities:

Inventories 1,073 (4,928) (7,513) (831)

Prepaid expenses and other current assets 10,724 (13,458) (110,869) 10,458

Advances to affiliate (209,899) - (34,933) -

Intangibles and other assets (88,094) (3,984) 2,521 (2,182)

Accounts payable and accrued expenses (19,442) 65,155 108,191 54,239
---------

Net cash used in operating activities (728,902) (39,434) (380,978) (188,130)
--------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment (1,619) (175,343) (4,928) (1,619)
Acquisition of restaurant locations (1,447,500)

Cash acquired in acquisition 19,858
Increase in merger costs (23,342) (408,349) - (23,342)
----------

Net cash used in investing activities (24,961) (583,692) (1,432,570) (24,961)
----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution from parent 188,652 654,445 - 188,652
Proceeds for sale of common stock 795,000 - - 795,000
Proceeds from sale of preferred stock - - 4,000,000 -

Preferred stock issuance costs - (1,502,000) -
------------ ----------------
-

Net cash provided by financing activities 983,652 654,445 2,498,000 983,652
--------

INCREASE IN CASH AND CASH
EQUIVALENTS 229,789 31,319 684,452 770,561
-------- ---------

</TABLE>

(CONTINUED)

<PAGE>

CHICKEN KITCHEN CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
AND THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996

(CONTINUED)

For the Year Ended For the Nine Months Ended

March 31, March 31, December 31, December 31,
1997 1996 1997 1996
(Unaudited)

CASH AND CASH EQUIVALENTS, beginning of
<S> <C> <C> <C> <C>
period $ 31,319 $ - $261,108 $ 31,319
---------

CASH AND CASH EQUIVALENTS, end of period $261,108 $31,319 $945,560 $801,880
========

NONCASH INVESTING AND FINANCING
ACTIVITES:
Issuance of common stock for restaurant net assets $ - $ - $ 15,000 $ -
==============

Value of net assets acquired in acquisition of restaurant net of cash acquired
of $19,858:
Property and equipment, and other assets $ - $ - $ 49,925 $ -
==============

Leasehold interest $ - $ - $100,000 $ -
==============

Goodwill $ - $ - $185,750 $ -
==============

Liabilities assumed $ - $ - $(110,701) $ -
==============

Issuance of common stock for future cons $200,000 $ - $700,000 $ -
========
services

Issuance of common stock in connection with
aborted acquisition $ 11,550 $ - $ - $ -
=========

Common stock issued in connection with preferred
stock offering $ - $ - $290,000 $ -
============== ============ =========

Series A preferred stock dividend payable $ $ $ 40,000 $
==============

SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for interest expense $ $ - $ - $ -
============
-
Cash paid during the year for income taxes $ $ - $ - $ -
============
-

</TABLE>

<PAGE>

The accompanying notes to financial statements are an integral part
of these statements.
CHICKEN KITCHEN CORPORATION
NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

The Company was organized under the laws of the State of Florida in
November 1994 under the name Chicken Acquisition Corp. The Company was a
wholly-owned subsidiary of Stratcomm Media, Ltd., a Canadian corporation
and began operations, in November 1995, of a restaurant located in Miami,
Florida, under the trade name "Chicken Kitchen" pursuant to a licensing
agreement with Chicken Kitchen Corporation. In December 1996, the Company
issued 2,409,168 shares of common stock at $0.33 per share ($795,000 in the
aggregate) in a private placement ("the Offering"). In connection with the
Offering, the Company acquired all the rights, title and interest in and to
the name "Chicken Kitchen" and other intangibles. The Company then changed
its name from Chicken Acquisition Corporation to Chicken Kitchen
Corporation. During November 1997, the Company commenced the offering of
franchises and acquired three restaurants. As of December 31, 1997, the
Company owned and operated four restaurant locations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and revenue and expenses during the period reported.
Actual results could differ from those estimates.

Unaudited Financial Statements
In the opinion of management, the accompanying December 31, 1997 unaudited
financial statements contain adjustments, consisting only of normal and
recurring adjustments, necessary to present fairly the Company's financial
position and the results of operations for the period presented and the
disclosures herein are adequate to make the information presented not
misleading. Operating results for interim periods are not necessarily
indicative of the results that can be expected for a full year.

Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less at the date of acquisition to be cash equivalents. The
concentration of credit risk associated with cash and cash equivalents is
considered low due to the credit quality of the issuers of the financial
instruments.

Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization is
computed over the estimated useful lives of the assets on a straight-line
method.

<PAGE>

Intangible Assets
Registered trademarks and trade names are being amortized over their
estimated useful lives of 15 years on a straight line basis. The cost of
acquisitions in excess of the fair value of assets acquired ("Goodwill") is
being amortized on a straight-line basis over 22 years. The carrying value
of intangible assets is periodically reviewed and impairments are
recognized when expected operating cash flows derived from such intangibles
are less than their carrying value.

Income Taxes
The Company has established deferred tax assets and liabilities for
temporary differences between financial statement and tax bases of assets
and liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.

Loss Per Share
The Financial Accounting Standards Board ("FASB") issued Statement No. 128
("SFAS No. 128"),
"Earnings Per Share", which simplified existing computational guidelines,
revised disclosure
requirements,and increased the comparability of earnings per share ("EPS").
SFAS No. 128 became
effective for periods ending after December 15, 1997 and required
restatement of all prior period EPS
data presented. The Company adopted SFAS No. 128 in December 1997,
however, no restatements
were necessary as diluted earnings per share would be anti-dilutive.

Loss per common and common equivalent share is computed using the weighted
average number of common and dilutive common-equivalent shares outstanding.
Dilutive common-equivalent shares consist of the incremental shares
issuable upon the exercise of stock options (using the treasury stock
method). Diluted earnings per share have not been presented because the
effect of common stock equivalents in calculating loss per share would be
anti-dilutive.

Fair Value of Financial Instruments
Carrying amounts of certain of the Company's financial instruments
including cash and cash equivalents, accrued payroll, and other accrued
liabilities approximate fair value because of their short term maturities.

Impairment of Long-Lived Assets
The Company adopted Statement of Financial Accounting Standards No. 121
("SFAS No. 121"), "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of" during the fiscal year 1997. SFAS
No. 121 established new guidelines regarding when impairment losses on
long-lived assets, which include property, equipment, certain identifiable
intangible assets, leasehold interests and goodwill, should be recognized
and how impairment losses should be measured. The effect of adopting this
standard did not have a material effect on the Company's financial position
or results of operations.

Recent Accounting Pronouncements
In June 1997, the FASB issued Statement No. 130, ("SFAS No. 130")
"Reporting Comprehensive
Income", which establishes standards for reporting and display of
comprehensive income and its
components (revenue, expenses, gains, and losses) in a full set of
general-purpose financial statements.
SFAS No. 130 is effective for fiscal years beginning after December 31,
1997. The Company will
adopt SFAS No. 130 on April 1, 1998.

<PAGE>

3. PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>

Property and equipment, consisted of the following:

March 31, March 31, December 31, December 31,
1997 1996 1997 1996
(Unaudited)

<S> <C> <C> <C> <C>
Furniture, fixtures and office equipment $ 47,733 $ 46,115 $ 111,968 $ 47,733
Restaurant equipment 32,745 32,745 300,234 32,745
Leasehold improvements 96,483 96,483 117,529 96,483
---------
Total cost 176,961 175,343 529,731 176,961

Less accumulated depreciation and (40,031) (14,612) (68,021) (41,014)
---------
amortization

Property and equipment, net $136,930 $160,731 $461,710 $135,947
========

</TABLE>

4. INTANGIBLE ASSETS
<TABLE>
<CAPTION>

Intangible assets, consisted of the following:

March 31, March 31, December 31, December 31,
1997 1996 1997 1996
(Unaudited)

<S> <C> <C> <C> <C>
Trade name $ 10,000 $ - $10,000 $ 10,000
Pre opening costs 125,258 125,258 - 125,258
Goodwill - - 1,027,660 -
-------------
Total cost 135,258 125,258 1,037,660 135,258

Less accumulated amortization (125,425) (41,753) (10,215) (125,258)
--------

Intangible assets, net $ 9,833 $83,505 $1,027,445 $ 10,000
=========
</TABLE>

5. LEASEHOLD INTEREST

In connection with the start-up of the restaurant operations in November
1995, the Company entered into a ten-year operating lease for its first
restaurant location. The Company was required to pay $120,000 to the former
tenant for the acquisition of the facility. This amount is being amortized
over the life of the lease. The current portion of $12,000 is included in
"Prepaid consulting services and other" in the accompanying balance sheets.

In connection with the acquisition of three restaurants as discussed in
Note 7, the Company assigned $400,000 of cost of the acquisition to the
value of the leases acquired and is amortizing the amount on a straight
line basis over the life of the leases, including the options to renew (22
years).

<PAGE>

6. STOCKHOLDERS' EQUITY

In December 1996, the Company issued 2,409,168 shares of common stock at
$0.33 per share ($795,000 in the aggregate) in a private placement ("the
Offering"). In connection with the Offering and a plan of reorganization,
the Company acquired all of the rights, title and interest in and to the
name Chicken Kitchen and other intangibles for the issuance of 5,100,000
restricted shares of common stock to one individual ("the Principal
Stockholder") representing 51% of the then issued and outstanding shares of
its common stock. In accordance with Securities and Exchange Commission's
Staff Accounting Bulletin No. 48, the intangible assets were recorded at
$10,000, which represents the historical carry value of the Principal
Stockholder prior to the transaction. To effect the reorganization, the
former parent company surrendered 2,950,000 common shares and retained
1,950,000 common shares, or approximately 19.5% of the then issued and
outstanding common stock of the Company. The remaining 606,080 shares were
issued for future consulting services to be rendered (303,040 were issued
to a party related to the Principal Stockholder).

During November 1997, the Company issued 4,000 shares of Series A
Convertible preferred stock at $1,000 per share ($4,000,000 in the
aggregate) in an offering pursuant to Regulation D 505 promulgated pursuant
to the Securities Act of 1933 ("the Second Offering"). The proceeds were
used to purchase two restaurant locations in Miami, Florida for $1,385,000,
acquire the remaining 45% interest in a restaurant location in Miami,
Florida, pay certain finders, investors, corporate relations, and
professional fees ($1,502,000 in the aggregate), repay a $600,000 bridge
loan, and provide working capital for the Company.

Each share is convertible at any time, at the option of the holder, into a
number of shares of common stock equal to $1,000 divided by the lower of
(a) 75% of the closing bid price of the common stock on the first day that
proceeds of the offering were disbursed or (b) 65% of the average closing
bid price of the common stock over the five trading days immediately prior
to the date of conversion. The holders of Series A preferred stock have no
voting rights and have a liquidation preference of $1,300 per share over
the common stock. Dividends on the Series A preferred stock are payable at
the rate of 8% per annum payable on July 1, in either cash or, at the
option of the Company, common stock valued at the conversion rate.
Additional shares (up to a maximum of 15%) may be issued as liquidated
damages to the holders, if a registration statement is not filed within the
time specified in the Second Offering.

In connection with the Second Offering, the Company authorized the issuance
of options to purchase common stock as follows:
<TABLE>
<CAPTION>

Options for Common Stock

Exercise
Authorized Date Granted Price Expiration
<S> <C> <C> <C> <C>
Consultant for finders 200,000 May 11, 1997 $1.25 to May 11, 1999
services $1.75

Wholly owned subsidiaries 100,000
of the former parent annually
Company for investor and $1.75 to beginning in
corporate relations services 500,000 August 25, $3.50 August 1998
------- 1997

700,000

</TABLE>

<PAGE>

7. RESTAURANT ACQUISITIONS

On January 3, 1997, Ambassa Holdings, Inc., an affiliate owned by the
President (who is the Principal Stockholder) of the Company, purchased a
55% ownership interest in Patty & Caesar's Food Service, Inc. ("P&C"),
pursuant to the terms of an agreement for sale of shares by shareholders
dated November 15, 1996. P&C had filed a voluntary petition to reorganize
pursuant to Chapter 11 of the United States Bankruptcy Code at the time of
the purchase. The bankruptcy proceedings were dismissed in May 1997. The
55% investment in P&C was reflected as "Advances to affiliate" in the
accompanying balance sheet at March 31, 1997 and was assigned to the
Company in September 1997 in payment of the advances. In November 1997, the
Company acquired the remaining 45% for $85,000 and the issuance of 15,000
restricted shares of the Company's common stock valued at $1.00 per share
($15,000 in the aggregate). The acquisition of 100% of the stock of P&C was
accounted for using the purchase method of accounting. The Company
allocated the cost to equipment ($127,250), leasehold interest ($100,000),
other assets ($42,533, including cash of $19,858), net of liabilities
assumed ($110,701) based on fair values with the excess cost ($185,750)
being assigned to goodwill.

Also in November 1997, the Company acquired the assets of two additional
restaurant locations for $1,362,500. The cost of the acquisition in excess
of the fair value of assets acquired of $520,132 has been allocated to
goodwill ($842,368).

8. INCOME TAXES

The Company has net operating loss carryforwards for federal income tax
purposes of approximately $694,000 and $1,704,000 at March 31, 1997 and
December 31, 1997, respectively, which begin to expire in 2011. Due to the
change in control of the Company (see Note 6), use of the net operating
losses could be limited in the future.

The components of deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>

March 31, March 31, December 31, December 31,
1997 1996 1997 1996
(Unaudited)

Deferred tax (liabilities) assets
<S> <C> <C> <C> <C>
Net operating loss carryforwards $270,217 $105,000 $640,807 $228,000
Other 31,968 9,500 27,794 34,300
----------
302,185 114,500 668,601 262,300

Less valuation allowance (302,185) (114,500) (668,601) (262,300)
---------

Net deferred tax (liabilities) assets $ $ $ - $ -
============

</TABLE>

Realization of the above deferred tax assets is dependent on generating
sufficient taxable income in the future to offset the deductible temporary
differences generating the deferred tax assets. Net deferred tax assets
have been fully reserved, as their net realization is not assured at the
current time.

<PAGE>

9. STOCK OPTIONS (UNAUDITED)

The Company adopted a stock option plan in March 1997 that enables the
Company to offer grants in the form of stock options. A total of 1,000,000
options are authorized and were granted to officers (900,000) and to a
party related to the Principal Stockholder (100,000) in April 1997. The
options are exercisable for ten years at an exercise price of $0.33 per
share. The Company also issued stock options in connection with the
Offering (see Note 6) to acquire 200,000 and 500,000 shares of common stock
at exercise prices ranging from $1.25 to $1.75 and $1.75 to $3.50,
respectively. The options expire at various dates through 2002. No options
were exercised during the nine month period ended December 31, 1997.

The Company has adopted Statement No. 123, ("SFAS No. 123") "Accounting for
Stock-Based Compensation", issued by the FASB in October 1995. In
accordance with SFAS No. 123, the Company applies Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations in accounting for its stock option plan, and
accordingly does not record compensation costs. If the Company had elected,
beginning in 1996, to recognize compensation cost based on the fair value
of the options granted at grant date as prescribed by SFAS 123, net loss
and net loss per common share would have been reduced to the pro forma
amounts shown below:

For the Nine
Months Ended
December 31,
1997

Net loss - as reported $ (774,323)
============
Net loss - pro forma $(1,363,475)
===========

Net loss per share - as reported $ (0.09)
==============
Net loss per share - pro forma $ (0.16)
==============

The value of each option grant was estimated on the date of grant using the
Black-Scholes option pricing model using the following weighted average
assumptions: expected volatility approximating 76%, risk-free interest rate
ranging from 6% to 7%, expected dividends of $0 and expected lives ranging
from 1 to 10 years.

10. COMMITMENTS AND CONTINGENCIES

Employment Agreement
During December 1995, the Company had entered into a five-year employment
agreement with its president and chief operating officer. The agreement was
terminated in December 1996. The agreement provided for an annual salary of
$120,000, of which $8,000 per month was paid and $2,000 per month was
deferred. During 1997, $40,000 which had been deferred under the agreement
was paid.

<PAGE>

Leases
The Company leases its restaurant facilities under long-term operating
leases which expire through October 31, 2005. The leases provide for
escalating fixed annual rentals plus additional rents based on a percentage
of annual sales in excess of stipulated amounts. The Company is required to
pay real estate taxes and other expenses. Future annual minimum lease
payments required under these leases as of March 31, 1997 and December 31,
1997 are as follows:

March 31, 1997 December 31, 1997
- ------------------------------- ------------------------
Year Amount Year Amount
- ----
1998 $ 1998 $ 164,664
66,810
1999 68,141 1999 169,472
2000 70,005 2000 159,895
2001 70,005 2001 143,284
Thereafter Thereafter
327,247 418,067
------- -------
Total $602,208 Total $1,055,382
======== ==========

11. RELATED PARTIES

A summary of the total amount of compensation paid and the number of common
shares and options issued to related parties is as follows:
<TABLE>
<CAPTION>

Compensation Issued Authorized

Year Ended Nine Months Shares of Options for
March 31, Ended December Common Common
1997 31, Stock Stock
---- ----- -----
1997

To a director of the Company for
<S> <C> <C> <C>
services rendered $ 7,000 $ 16,130 110,000 -
--------

To entities owned by family
members of the Principal
Stockholder

For consulting services 10,860 66,330 - -
For services in connection with
the Series A preferred stock
offering (see Note 6) - - 303,040 -
For consulting services to be
rendered - 100,000 700,000 -
------------
10,860 166,330 1,003,040 -
-------

To a current 19.5% stockholder of
the Company's common stock in
connection with the Series A
preferred stock offering - 825,000 100,000 500,000
------------

To a 5% stockholder of the
Company's Series A preferred
stock in connection with the
Second Offering - 630,000 140,000 200,000
------------

Total $17,860 $1,637,460 1,353,040 700,000
=======

</TABLE>

12. SUBSEQUENT EVENTS

During January 1998, the Company amended its Articles of Incorporation
to increase the total number of authorized common shares to 65,000,000
and the total number of authorized preferred shares to 1,000,000. The
common shares will be divided into two classes (50,000,000 shares of
Class A and 15,000,000 of Class B).

<PAGE>

No dealer, salesman or other person is authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
to an offer to buy the securities offered hereby to any person in any state or
other jurisdiction in which such offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information contained herein
is correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS
Page
Additional Information...................... 2
Prospectus Summary.......................... 3
Risk Factors................................ 4
Market Prices and Dividends................. 7
Management's Discussion and Analysis........ 7
Business.................................... 8
Management.................................. 10
Principal Shareholders...................... 11
Selling Shareholders........................ 12
Certain Transactions........................ 13
Description of Securities................... 14
Legal Matters............................... 15
Experts..................................... 15

<PAGE>

CHICKEN KITCHEN CORPORATION
PART II

Item 24. Indemnification of Directors and Officers.

The Company has adopted provisions in its articles of incorporation and
bylaws that limit the liability of its directors and provide for indemnification
of its directors and officers to the full extent permitted under the Florida
General Corporation Law. Under the Company's articles of incorporation, and as
permitted under the Florida General Corporation Law, directors are not liable to
the Company or its stockholders for monetary damages arising from a breach of
their fiduciary duty of care as directors. Such provisions do not, however,
relieve liability for breach of a director's duty of loyalty to the Company or
its stockholders, liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, liability for transactions
in which the director derived as improper personal benefit or liability for the
payment of a dividend in violation of Florida law. Further, the provisions do
not relieve a director's liability for violation of, or otherwise relieve the
Company or its directors from the necessity of complying with, federal or state
securities laws or affect the availability of equitable remedies such as
injunctive relief or recision.

At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that may result in a claim for indemnification by any director or
officer.

Item 25. Other Expenses of Issuance and Distribution.

Filing fee under the Securities Act of 1933 $ 2,930.39
Printing and engraving(1) 1,000.00
Legal Fees(1) 20,000.00
Accounting Fees(1) 3,000.00
Miscellaneous(1) 3,069.61
TOTAL $ 30,000.00

(1) Estimates

Item 26. Recent Sales of Unregistered Securities.

In December 1996 the Company issued 2,409,168 shares of common stock in
a placement to 20 individuals at a price of $.33 per share including 75,760
shares to Katy Mahe de Berdouare, the mother of the Company's president. The
placement was effected in compliance with Rule 504.

In December 1996 the Company issued 5,100,000 shares to Christian Mahe
de Berdouare in exchange for substantially all of the assets of Chicken Kitchen
Corporation, a Delaware corporation owned by Mr. Berdouare.

On March 21, 1997 the Company issued 606,080 shares of common stock to
Sammut & Associates, Ltd. and Shannon Rosenbloom for consulting services valued
at $.33 per share.

On March 21, 1997 the Company issued 35,000 shares valued at $.33 per
share to Danalex, Inc. in connection with a proposed acquisition of all of the
assets of a restaurant in downtown Miami, Florida, which acquisition was
consummated in March 1998.

In May and June 1997 the Company issued 150,000 shares to three persons
for services rendered at $.33 per share.

<PAGE>

In September 1997 the Company issued 15,000 shares of common stock to
two persons in connection with the acquisition of the remaining 45% of a
restaurant location it did not already own.

In November 1997 the Company issued 4,000 shares of Series A
Convertible Preferred Stock to twenty-seven purchasers in an offering made under
Section 4(2). Each purchaser executed a subscription agreement and consented to
the imprinting of a restrictive legend on the stock certificates. In connection
with this offering, the Company issued 290,000 shares of common stock for
services valued at $1.00 per share.

In October 1997 the Company issued 500,000 shares of common stock for
future consulting services to be
rendered by Alain Berdourare and 200,000 shares ro Sammut & Associates, Ltd.,
valued at $1.00 per share. See
"Certain Transactions."

In October 1997 the Company issued 135,000 shares valued at $1.00 per
share for services rendered by one employee and one outside consultant.

All of the transactions referred to above (except for the Rule 504
offering) are exempt from the registration requirements of the Securities Act of
1933, as amended, by virtue of Section 4(2) thereof covering transactions not
involving any public offering or involve no "offer" or "sale." No underwriter
was involved. As a condition precedent to each sale, the respective purchaser
was required to execute an investment letter and consent to the imprinting of a
restrictive legend on each stock certificate received from the Company.

Effective February 20, 1998 the Company issued 1,018,950 shares of
Class B Common Stock to 25 persons in exchange for shares of Class A Common
Stock in an exchange exempt under Section 3(a)(11) of the Securities Act of
1933.

Item 27. Exhibits

2. Plan of acquisition, disposition or reorganization
2.1 Agreement and Plan of Reorganization dated November 30,
1996 between the Company and Chicken Kitchen Corporation
(Delaware)(1)

3. Certificate of Incorporation and Bylaws

3.1 Articles of Incorporation(1)
3.2 First Amendment to Articles (increase in authorized)(1)
3.3 Second Amendment to Articles (increase in authorized)(1)
3.4 Third Amendment to Articles (name change)(1)
3.5 Fourth Amendment to Articles (dual class common)(1)
3.6 Certificate of Designation for Series A Preferred Stock(1)
3.7 Bylaws(1)

4. Instruments defining rights of holders, including indentures.

Not applicable.

5. Opinion of Hand & Hand as to legality of securities being
registered.(2)

10. Material Contracts

10.1 Agreement with Danelex, Inc.(1)
10.2 Consulting Agreement - Sammut & Associates(1)

16.1 Letter from BDO Seidman(2)

21. Subsidiaries of the small business issuer

Not applicable

23. Consents of Experts and Counsel

23.1 Consent of McKean, Paul, Chrycy, Fletcher & Company(2)
23.2 Consent of BDO Seidman, LLP(2)
23.3 Consent of Hand & Hand included in Exhibit 5 hereto

24. Powers of Attorney

24.1 Powers of Attorney are included on signature page(1)

(1) Filed herewith.
(2) To be filed by amendment.

All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing.

Item 17. Undertakings.

(a) The undersigned small business issuer hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(I) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii)
Reflect in the prospectus any facts or events which, individually or together
represent a fundamental change in the information in the registration statement;

(iii)

Include any material or changed information the plan of distribution.

(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities as at that time to be the initial
bona fide offering thereof.

(3) File a post effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.

(d) To provide to the underwriter at the Closing specified in the
underwriting agreement certificates in such denominations and registered in such
names as may be required by the underwriter to permit prompt delivery to each
purchaser.

(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel that matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

<PAGE>

(f) The undersigned small business issuer hereby undertakes that
it will:

(1) For purposes of determining any liability under the
Securities Act that the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be a part of this
registration statement as of the time the Commission declared it effective.

(2) For the purpose of determining any liability under the
Securities Act, that each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities offered in the
registration statement, and that offering of the securities at that time as the
initial bona fide offering of those securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Miami,
State of Florida, April 16, 1998.

CHICKEN KITCHEN CORPORATION

By: /s/ Christian Mahe de Berdouare
Christian Mahe de Berdouare
President

The undersigned officer and/or director of Chicken Kitchen, a Florida
corporation (the "Corporation"), hereby constitutes and appoints Christian Mahe
de Berdouare and David Krasna, and each of them, with full power of substitution
and resubstitution, as attorney to sign for the undersigned in any and all
capacities this Registration Statement and any and all amendments thereto, and
any and all applications or other documents to be filed pertaining to this
Registration Statement with the Securities and Exchange Commission or with any
states or other jurisdictions in which registration is necessary to provide for
notice or sale of all or part of the securities to be registered pursuant to
this Registration Statement and with full power and authority to do and perform
any and all acts and things whatsoever required and necessary to be done in the
premises, as fully to all intents and purposes as the undersigned could do if
personally present. The undersigned hereby ratifies and confirms all that said
attorney-in-fact and agent, or any of his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof and incorporate such changes as
any of the said attorneys-in-fact deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 16, 1998.

By: /s/ Christian Mahe de Berdouare President and Director
Christian Mahe de Berdouare (principal executive officer)

By: /s/ David Krasna Vice-President and Secretary
David Krasna (principal accounting and financial officer)

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT entered into as of this 3rd day of November, 1996 by and
between CHICKEN KITCHEN CORPORATION, a Delaware corporation (hereinafter
referred to as the "Seller") and CHICKEN ACQUISITION CORP., a Florida
corporation (hereinafter referred to as the "Buyer").

WHEREAS, the Seller is the owner of certain trademarks, tradenames,
service marks and proprietary information relating to the operation of Chicken
Kitchen grilled chicken stores (hereinafter call the "Assets"); and

WHEREAS, the Seller desires to sell and the Buyer desires to buy the
Assets, which shall constitute substantially all of the assets of Seller solely
in exchange for voting shares of Buyer and the assumption of certain liabilities
of Seller in a transaction intended to qualify as a reorganization within the
meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, it being
contemplated by the parties that the Seller will thereafter, as an integral part
of this transaction, distribute the shares of Buyer to Seller's shareholders in
complete liquidation of Seller and dissolve.

NOW, THEREFORE, the parties hereto agree as follows:

1.01. Assets Sold. The Seller agrees to sell and the Buyer
agrees to buy the Assets. Said sale shall include all of the personal property,
equipment, inventory, trademarks, tradenames, service marks and proprietary
information and other assets utilized by Seller, including those assets listed
on Exhibit A annexed hereto and including the following:

a. Contract rights of the Seller listed on
Schedule 1.01(b) annexed hereto.

b. All licenses and permits relating to the
Assets
listed on Schedule 1.01(b), provided that to the extent necessary, Buyer shall
be required to qualify or otherwise assume such licenses and permits in
accordance with their terms.

Such sale, conveyance, transfer and delivery shall be free and clear of
all liens, obligations and encumbrances.

1.02. Purchase Price and Terms. Buyer is acquiring such Assets from
Seller, free and clear of all liens, claims, options, charges and encumbrances
whatsoever in exchange for 5,100,000 shares of Buyer's Common Stock,
representing 51% of Buyer's Common Stock to be outstanding after the closing on
a fully-diluted basis.

1.03. Adjustments. If, between the signing of this
Agreement and the Closing provided for herein, Buyer shall: (i)
declare a dividend or make a distribution on its Common Stock

<PAGE>

payable in shares of its capital stock (whether shares of Common Stock or of
capital stock or any other class), (ii) subdivide shares of its outstanding
Common Stock into a greater number of shares, (iii) combine its outstanding
Common Stock int o a smaller number of shares, or (iv) issue any shares of its
Common Stock or nay security convertible into any class of capital stock
(including any such reclassification in connection with a consolidation or
merger in which Buyer is the continuing corporation), the number of shares of
Buyers Stock issuable to Seller shall automatically be adjusted immediately
after the record date, in the case of a dividend or distribution, of the
effective date, in the case of subdivision, combination or reclassification, to
reflect such issuance, dividend, distribution, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur so that at the closing, Seller shall receive 51% of the
issued and outstanding Common Stock of Buyer on a fully-diluted basis.

1.04. Access to Information. From and after the date of this Agreement,
Seller shall give to Buyer and its representatives, auditors and counsel full
and continuous access during normal business hours to all of the properties,
operations, books, records, tax returns, contracts, licenses, franchises and all
oft he documents of Seller related to the Assets and shall furnish to Buyer all
information with respect to the Assets, affairs and properties of Seller as
Buyer amy from time to time request and Seller will instruct all of its
personnel to give full and complete access to and cooperation to Buyer and its
representatives. Promptly upon execution of this Agreement, Seller shall use its
best efforts to obtain all consents (including, without limiting the generality
of the foregoing, consents of any government or governmental agency) necessary
to the assignment and transfer to Buyer to effect the sale, delivery, transfer
and conveyance contemplated herein. From time to time after the Closing, at
Buyer's request and without further consideration, Seller agrees to execute and
deliver at Buyer's expenses such other instruments of conveyance and transfer
and take such other actions as Buyer may reasonably require to more effectively
convey, transfer to, vest in buyer, and to put Buyer in possession of any
property to be sold, conveyed, transferred and delivered hereunder, and in the
case of contracts and rights, if any, that have not at the Closing been
transferred effectively due to the lack of consent of third parties, endeavor to
obtain such consent promptly, and if any such consents be unobtainable, to use
commercially reasonable efforts to provide Buyer with the benefits thereof in
some other manner.

Whether or not he Closing shall occur, each of the parties hereto shall
treat in confidence and shall not use to the detriment of the other party, all
documents, materials and other information which it shall have obtained
regarding such other party, whether during the course of the negotiations
leading to the execution of this Agreement or thereafter, in the investigation
of the other,

<PAGE>

and in the preparation of agreements and other documents relating to the
consummation of such transactions, excepts such documents, materials or
information which are otherwise available to the industry in general or the
general public or which any of the parties is obligated to make available to any
regulatory or judicial authority. In the event the transactions contemplated
hereby are ont consummated, each of the parties hereto shall use its
commercially reasonable efforts to return to the other all originals and copies
of non-public documents and materials of the type provided for in this Section
which have been furnished in connection therewith.

1.05. Liabilities. Except as set forth on Schedule 1.05 hereto, Buyer
does not assume or agree to assume and shall not acquire or take over any
liabilities or obligations of any kind or nature of Seller, direct, contingent,
or otherwise, including any liabilities, expenses, or taxes arising out of the
transactions contemplated herein and Buyer shall be indemnified and held
harmless from any such liabilities arising prior to the Closing or arising our
of this Agreement and the transaction contemplated herein in excess of $10,000.
Buyer shall indemnify and hold harmless Stratcomm Media, Ltd. against any
losses, claims or liabilities arising our of the guaranty of Buyer's real estate
at Aventura Mall.

2. The Closing.

2.01. Time. The Closing hereunder shall be held at
10:00a.m. on December 15, 1996 at Seller's attorney's offices or at
such other time and place as the parties agree upon, but not later
than thirty (30) days from the date a fully executed copy of this
agreement is received by Buyer.

2.02. Deliveries by the Seller. At the Closing, the
Seller shall deliver to Buyer (unless previously delivered) the
Following:

a. Seller shall deliver to Buyer in form reasonably
satisfactory to counsel for Buyer such bill of sale, assignments, deeds or other
conveyances and all third party consents as may be appropriate or necessary to
effect the transfer to Buyer of the Assets as contemplated herein. From time to
time after the Closing, at Buyer's request and without expense to Seller and
without further consideration from Buyer, Seller shall execute and deliver such
other instruments of conveyance and transfer and take such other action as Buyer
reasonably may require to convey, transfer to and vest in Buyer and to put Buyer
in possession of any assets or property to be sold, conveyed, transferred and
delivered hereunder.

b. All other previously undelivered items required to
be delivered by the Seller to Buyer at or prior to the Closing.

<PAGE>

2.03. Deliveries by Buyer. At the Closing, Buyer shall
deliver to the Seller certificates for the appropriate number of
shares of Buyer's Stock as set forth above and all other previously
undelivered items to be delivered by Buyer to the Seller at or
prior to the Closing.

3. Securities Act.

3.01. Investment Representation. Seller acknowledges that the Buyer's
Stock issuable pursuant to this Agreement will not have been registered under
the Securities Act of 1933 (the "Securities Act") and that Seller's Buyer Stock
must be held indefinitely unless subsequently registered thereunder or an
exemption from registration is available. Seller represents and warrants to
Buyer that (i) Seller will acquire such Buyer Stock for investment, and not with
a view to the distribution thereof within the meaning of the Securities Act
except as contemplated by Section 11.15 herein, (ii) such Seller will acquire
such Buyer Stick for his or her own account and has not offered, and as of the
Closing Date will not have offered and does not intend, as of the Closing Date
will not intend, to transfer, andy participation or interest of any kind in such
Buyer Stock to any other person and (iii) the exchange of Buyer Stock for the
Assets constitutes an investment decision of an amount and type consistent with
such Seller's investment practices and objectives. Seller acknowledges that
Buyer has offered it access to all information, financial and otherwise,
regarding Buyer deemed relevant by such Seller to its investment decision, and
an opportunity to discuss such information with officers and employees of Buyer
and to examine Buyer's books and records.

3.20. Legending of Buyer Stock. The shares of Buyer stock issuable
hereunder shall not be transferable except upon the conditions specified in this
Section 3, which conditions are intended to insure compliance with the
provisions of the Securities Act in respect of the transfer of any such shares
of Stock.

Each certificate for Buyer Stock issued to Seller, and each certificate
for Buyer Stock issued to subsequent transferees of Seller, shall (unless
otherwise permitted by this Section 3) be stamped or otherwise imprinted in
substantially the following form:

The shares represented by this certificate have not been
registered with the Securities and Exchange Commission or nay
state securities agency. They may not be sold or transferred
in the absences of a registration thereof or nay exemption
from registration.

3.03. Restrictions on Transferability. Each Seller and
any subsequent holder of a certificate of Buyer Stock bearing the
restrictive legend set forth in Section 3.02 (hereinafter in this
Section 3 called the "Holder") by acceptance thereof agrees, prior

<PAGE>

to any transfer or attempted transfer of such Buyer Stock, to give written
notice to Buyer of such Holder's intention to effect such transfer. Each such
notice shall describe the manner and circumstances of the proposed transfer in
reasonable detail and shall contain an undertaking by the person giving such
notice to furnish on opinion of counsel for the Holder with respect to the
proposed sale and such further information as may reasonably be required by
Buyer or counsel referred to below. Promptly upon receiving any such notice,
Buyer shall submit copies thereof to its counsel and the following provisions
apply:

(i) If, in the opinion of such counsel, the proposed transfer
of such Buyer Stock may be effected without registration under the
Securities Act, Buyer shall as promptly as is practicable so notify the
Holder os such Stock and such Holder shall thereupon be entitled to
transfer such Stock in accordance with the terms of the notice
delivered by such Holder to Buyer. Each certificate of Buyer Stock
issued upon the transfer of any such Stock shall bear the restrictive
legend set forth above if in the opinion of such counsel and legend is
required in order to insure compliance with the applicable provisions
of the Securities Act:

(ii) If, in the opinion of such counsel, the proposed transfer
of such Buyer Stock may not be effected without registration under the
Securities Act of such Stock, Buyer shall as promptly as is practicable
so notify the Holder. the Holder thereof, agrees, as a condition to the
issuance thereof, that if the proposed transfer by him cannot, in the
opinion of such counsel, be effected without registration os such Stock
under the Securities Act, such Holder will not transfer such securities
unless they have been registered under the Securities Act by Buyer or
unless the staff of the Securities and Exchange Commission has stated
in writing that it would raise no objection with respect to the
proposed transfer. The restrictions imposed by this Section 3 upon the
transferability of any particular share or shares of Buyer Stock shall
cease and terminate concurrently with the sale or other disposition
thereof pursuant to and in the manner contemplated by an effective
registration statement under the Securities Act, or pursuant to and in
accordance with Rule 144 promulgated under the Securities Act (or
similar rule or regulation hereafter promulgated). Whenever the
restrictions imposed by the Section 3 shall terminate, as hereinabove
provided, the Holder of any Buyer Stock as to which such restrictions
shall have terminated shall be entitled to receive from Buyer one or
more new certificates of Buyer Stock not bearing the restrictive legend
set forth above and not containing any other reference to the
restrictions impose by this Section 3.

<PAGE>

3.04. Rule 144. Seller acknowledges that the shares of Buyer
Stock issuable under this Agreement may not presently be sold pursuant to Rule
144 promulgated under the Securities Act (Rule 144") and that any routine sales
of shares pursuant to Rule 144 subsequent to the receipt thereof on the Closing
Date may, as of the date of this Agreement, be made only when, in the manner,
and in the limited amounts permitted by the terms and conditions of that rule.

4. Representations and Warranties of Seller. The Seller
hereby represents and warrants to Buyer as Follows:

4.01. Valid and Binding Agreements. This Agreement constitutes
the valid and binding agreement of Seller, enforceable in accordance wit its
terms, and, as to Seller, neither the execution and delivery of this Agreement
not the consummation by Seller of the transaction contemplated hereby (a)
violates or will violate any statute or law or any rule, regulation or order of
any court or governmental authority in any material manner with respect to the
Assets; or (b) violates or will violate, or conflicts with or will conflict
with, or constitutes a default under or will constitute a default under, any
material contract, commitment, agreement, understanding, arrangement, or
restriction of any kind to which Seller is a party or by which Seller is bound.

4.02. Organization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware and has corporate power and authority to own,
lease, license and operate its business and assets.

4.03. Patents, Trademarks, Trade Names, Programs, etc. The
Schedules to Section 1.01 hereto contains an accurate and complete description
of all trademarks, trade names, service marks, computer programs, licenses,
franchises and copyrights, and any applications therefore, presently owned, held
by, used by, or granted by the Seller, or under which the Seller owns or holds
any license. To the best of Seller's knowledge, no products or services of the
Seller, nor any patents, formula, processes, know-how, trade secrets,
trademarks, trade names, assumed names, copyrights or designations used in the
business of the Seller infringe on any patents, trademarks, copyrights or any
other rights of any person. The Seller has the right to market its products and
services and conduct its business as currently being conducted. the Seller has
no reason to believe that there are any claims of any third parties of
infringement or any conflict with the right of third parties and the Seller is
not in receipt of any notice or complaint of any infringement of conflict with
the rights of others in any patents, copyrights, or any other rights of any
person. The Seller has the right to market its products and services and conduct
its business as currently being conducted. The Seller has no reason to believe
that there are any claims of any third parties of infringement or any conflict
with the right of third parties and

<PAGE>

the Seller is not in receipt of nay notice or complaint of any infringement or
conflict with the rights of others in any patents, copyrights, trademarks or
trade names, or computer programs, trade secrets or any other proprietary
rights. Except as set forth in Schedule 4.03, no claims have been made by the
Seller of any infringement or conflicts by others with the rights of the Seller
with respect to any trademarks, formulations, trade names, trade secrets or
proprietary information used in the Seller's business. The Seller does not know
of any basis for the making of any such claim.

4.04 Performance of Obligations. The Seller has performed all
of the material obligations related to the Assets required to be performed by it
and is not in material default under any of the agreements, leases, contracts,
or other documents to which it is a party.

4.05. Conflict. Neither the execution of this Agreement nor
the consummation of the transactions contemplated hereby will conflict with or
result in a breach of, or give rise to termination of, or accelerate the
maturity of any terms of the Articles of Incorporation or Bylaws or any
indenture, loan agreement, lease, license or other agreement or arrangement of
the Seller, or consume a default thereunder, or result in the creation of any
lien, charge or encumbrance upon any of the assets or properties of the Seller.

4.06. Litigation, etc. There is not investigation by any
governmental agency or any legal proceedings pending, or to the best knowledge
of the Seller, threatened against the Seller, or the property, assets or good
will thereof relating to the Assets, and there is no outstanding order, writ,
injunction or decree of any court or governmental agency against or affecting
the Seller, or against or affecting the Assets.

4.07. Compliance with Laws. The Seller has complied in all
material respects with all laws, regulations and orders applicable to the
conduct of the Assets, and the Seller possesses all permits, licenses and other
approvals and authorizations of all governmental agencies which are necessary to
the conduct of its business and all said permits, licenses and other approvals
and authorizations are in full force and effect.

4.08. Warranties. There are no pending claims
against the Seller or its insurers for breach of any warranty or
with respect to liability for defective products or services
related to the Assets.

4.09. Brokers and Finder. Seller has not entered
into an agreement with any person, firm or corporation, or become
indirectly a party to any such agreement nor has it taken any
action or is it aware of any facts which would result in the

<PAGE>

assertion of any liability or claim for the payment of any commission, brokerage
or finder's fee in connection with its execution of this Agreement or the
consummation of transactions contemplated herein.

4.10. Disclosure. No representation or warranty by the Seller
contained int his agreement and no statement contained in any certificate,
schedule, exhibit, list or other writing furnished to Buyer pursuant to the
provisions hereof or in connection with the negotiation hereof, contains any
untrue statement of any material fact or omits to state a material fact
necessary in order to make the statements herein not misleading.

4.11 Update. Insofar as they are applicable in any material
manner to the transfer of the Assets, the Seller will promptly advise the Buyer
in writing of any changes in any of the representations, warranties or Exhibits
herein and these representations and warranties shall be true and correct as of
the date of the Closing as well as the date hereof, and Seller will provide
Buyer with quarterly and annual balance sheets and income statements of the
Seller from the date hereof through the Closing Date.

4.12. Tax Returns. Within the times and in the
manner prescribed by law, Seller and its subsidiaries have filed
all federal, state and local tax returns required by law and has
paid all taxes, assessments and penalties due and payable. There
are no present disputes as to taxes of any nature payable by
Seller.

5. Representations and Warranties of Buyer. Buyer warrants
and represents to the Seller as follows:

5.01. Organization. The Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida and
has corporate power and authority to own, lease, license and operate its
business and assets. The Buyer is duly qualified to transact business as a
foreign corporation and is in good standing in each jurisdiction where the
nature of its business makes such qualification necessary or the failure to so
qualify would have a material adverse effect on its business.

.02. Capital. As of the Closing, the authorized capital stock
of Buyer will consist of 50,000,000 shares of .00015 par value Common Stock of
which 1,950,000 shares of Common Stock are currently issued and outstanding. All
of the issued and outstanding shares are duly and validly issued, fully paid and
nonassessable and have been issued in full compliance with all applicable
securities law, Federal and state. There are no outstanding subscriptions,
options, rights, warrants, convertible securities, or other agreements or
commitments obligating Buyer to issue or to transfer from treasury any
additional shares of its

<PAGE>

capital stock of any class. Annexed hereto as Schedule 5.02 is a true and
correct list of the shareholders of Buyer. Prior to closing Buyer will be
selling certain shares of its Common Stock in a private placement transaction.

5.03. Subsidiaries. Buyer does not have any
subsidiaries or own any interest in any other enterprise (whether
or not such enterprise is a corporation).

5.04. Financial Statements. The financial statements of Buyer
set forth on Schedule 5.04 and delivered to Seller are true, accurate and
complete and have been prepared in accordance with generally accepted accounting
principles and practices consistently followed by Buyer throughout the periods
indicated, and fairly present the financial position of Buyer as of the dates of
the balance sheets included in the financial statements, and the results of
operations for the periods indicated. As of the Closing, there will be no other
liabilities of Buyer, whether accrued, absolute, contingent or otherwise and
whether or not determined or determinable, except for those accrued or reserved
for in the last balance sheet included in Schedule 5.04 or incurred in the
ordinary course of business since the date of the last balance sheet.

5.05. Absence of Changes. Since the date of the last balance
sheet in Schedule 5.04, there has not been any change in the financial condition
or operations of Buyer other than the Buyer's existing restaurant operation,
except for changes in the ordinary course of business, which changes have not in
the aggregate been materially adverse.

5.06. Investigation of Financial Condition. Without in any
manner reducing or otherwise mitigating the representations contained herein,
Seller shall have the opportunity to meet with Buyer's accountants and officers
to discuss the operations and financial condition of Buyer. Buyer shall make
available to Seller all books and records of Buyer.

5.07. Litigation. Except as set forth in Exhibit 5.07, Buyer
is not a party to any suit, action, arbitration, or legal, administrative, or
other proceeding, or governmental investigation pending or, to the best
knowledge or Buyer, threatened against or affecting Buyer or its business,
assets, or financial condition. Buyer is not in default with respect to any
order, writ, injunction, or decree of any federal, state, local, or foreign
court, department agency, or instrumentality.

5.08. Authority. The Board of Directors and
Shareholders of Buyer have duly authorized the execution of this
Agreement and the transactions contemplated herein, and Buyer has
full power and authority to execute, deliver and perform this
Agreement and this Agreement is the legal, valid and binding

<PAGE>

obligation of Buyer, is enforceable in accordance with its terms and conditions,
except as may be limited by bankruptcy and insolvency laws and by other laws
affecting the rights of creditors generally.

5.09. Ability to Carry Out Obligations. The
--------------------------------
execution and delivery of this Agreement by Buyer and the
performance by Buyer will not conflict with or result in (a) any
breach or violation of any of the provisions or of constitute a
default under any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw, or other agreement
or instrument to which Buyer is a party, or by which it may be
bound, nor will any consents or authorizations of any party other
than those hereto be required, (b) an event that would permit any
party to any agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of
Buyer, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of
Buyer.

5.10. Validity of Buyer's Shares. The shares of Buyer's Common
Stock to be delivered pursuant to this Agreement, when issued in accordance with
the provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable and will represent 51% of Buyer's outstanding common
stock of a fully diluted basis after completion of a sale of shares of Buyer's
Common Stock under Rule 504 prior to closing.

5.11. Update. The Buyer will promptly advise the
Seller in writing of any changes in any of the representations,
warranties or Exhibits herein and these representations and
warranties shall be true and correct as of the date of the Closing
as well as the date hereof.

5.12. Articles of Incorporation, By-Laws, Corporate
Minutes and Permits. Buyer has delivered to Seller copies of the
Articles of Incorporation, as amended, of Buyer (certified as of a
recent date by the Secretary of State of the state of incorporation), and the
By-Laws, as amended, of Buyer (certified as of the date hereof by its Secretary)
all of which copies are true and correct. Buyer has furnished to Seller for
review, true and complete copies of the corporate minutes of Buyer which
contains a complete and accurate record of all formal actions taken by the
stockholders and directors of Buyer.

5.13. Compliance with Laws. To the best knowledge of Buyer,
Buyer has complied with and currently is in compliance with all applicable
statutes, regulations, orders, ordinances and other laws of the United States
and all state and local governments, and agencies of any of the foregoing, to
which any aspect of its business or any part of its properties is subject.

<PAGE>

5.14. Tax Returns. Within the times and in the manner
prescribed by law, Buyer and its subsidiaries have filed all federal, state and
local tax returns required by law and has paid all taxes, assessments and
penalties due and payable. The provisions for taxes, if any, reflected in the
balance sheet included in Schedule 5.04 are adequate for any and all federal,
state, county and local taxes for the periods ending on the date of the balance
sheet and for all prior periods, whether or not disputed. There are no present
disputes as to taxes of any nature payable by Buyer.

5.15. Bank Accounts, etc. Schedule 5.15 sets forth a list of
all bank accounts, lines of credit and safety deposit boxes owned or controlled
by Buyer and the authorized signatories on all such accounts, lines of credit
and safety deposit boxes.

6. Obligations of Parties Prior to Closing Date. During the
period from the date hereof to the Closing date:

6.01. Buyer shall not conduct any business other than in the
ordinary course, shall not declare or pay any dividends or increase salary or
compensation or any party, or enter into any material contracts, agreements,
instruments or other commitments without the prior written consent of Seller.
Seller shall not license, sell, assign or encumber any of its trademarks,
tradenames, service marks, know-how or proprietary information.

6.02. Buyer shall give Seller's representatives full access,
during normal business hours and upon reasonable notice, to all of the assets,
properties, books, financial records, accounts and sales records of the Buyer,
working papers of its accountants, agreements and commitments of the Assets, and
furnish Seller's representatives all such information concerning the Buyer as
Seller may request, including copies of all the documents described in this
Agreement and the exhibits hereto; provided, however, that any furnishing or
such information to Seller for investigation by Seller shall not affect the
right of Seller to rely upon the representations and warranties made by the
Buyer in this Agreement; and provided, further, that Seller will hold in
strictest confidence all documents and information concerning the Buyer, and, if
the transactions contemplated in this Agreement shall not be consummated, shall
maintain such confidence and immediately thereafter return all such documents to
the Buyer.

6.03. Buyer shall use its best efforts to conduct its business
in the manner in which the same had heretofore been conducted, except as
otherwise consented to by Seller and in conformity with all applicable laws,
maintain its properties in good repair and operating condition, and maintain its
books of accounts in a manner which accurately reflects all items of its income,
expenses and liabilities, in accordance with generally accepted accounting
principles consistently applied.

<PAGE>

6.04. Buyer shall not merge or consolidate with, or agree to
sell any of the operations being conducted by it, or (otherwise that in the
ordinary course of business) any of its assets to any other organization, or
enter into any agreement to do any of the foregoing, in each case without the
prior consent of Seller.

6.05. Seller shall not take any action or omit to take any
action if the effect thereof is or may be to cause any of the representations or
warranties of the Seller herein to be inaccurate or incomplete in any respect as
if such representations or warranties were made at and as of the Closing.

6.06.
From and after the date of this Agreement and
until the Closing Date (the "Interim Period"):

6.07. Buyer's Operations. Buyer shall operate its business
only in the usual, regular and ordinary manner and, to the extent consistent
with such operation and reasonable commercial business practices, keep its
business organization intact, keep available the services of its present
officers and employees and preserve the present business relationships with
customers, suppliers, and others having business dealings with Buyer.

6.08. Certain Transactions. Buyer shall neither enter into any
transaction, take any action nor fail to take any action which would result in,
or could reasonably by expected to result in or cause, any of the
representations, warranties, disclosures, agreements or covenants of Buyer
contained in this Agreement, the exhibits hereto or any document delivered
pursuant to this Agreement or in connection with the consummation of the
transactions contemplated hereby, not being true and complete at and as of the
time immediately after the occurrence of such transaction or the action is taken
or failed to be taken and also on the Closing Date.

6.09. Corporate Action; Approvals and Consents.
Buyer shall take or cause to be taken all action and will use its
best efforts to obtain in writing as promptly as possible all
approvals and consents required to be obtained in order to
effectuate the consummation of the transactions contemplated
hereby.

6.10. Advice of Changes. During the Interim Period, Buyer
shall promptly advise the Seller in writing of any fact which, if existing or
known at the date of this Agreement, would have been required to be set forth in
or disclosed pursuant to this Agreement.

6.11. Contracts and Commitments. Insofar as they are
applicable in any material manner to the Assets, Seller shall not
enter into any contract or commitment or engage in any transaction

<PAGE>

not in the usual and ordinary course of business and consistent with past
practices without the written consent of Buyer.

6.12. Compliance with Laws. Buyer will duly comply
with all applicable laws as may be required for the valid and
effective consummation of the transactions contemplated by this
Agreement.

7. Conditions to Obligations of Buyer.

Buyer's obligations under this Agreement are subject to the
satisfaction at or prior to the Closing of each of the following conditions (all
or any of which may be waived in writing in full or in part by Buyer):

(a) The representations and the warranties of Seller set forth
in this Agreement shall be true and complete in all material respects as of the
Closing date. All of the terms, provisions and conditions of this Agreement to
be performed or complied with by the Seller before the Closing shall have duly
been complied with and performed;

(b) Buyer shall receive at the Closing legal title to
all of the Assets, free and clear of all liens, pledges,
encumbrances of any kind, nature or description;

<PAGE>

8. Conditions Precedent to Obligations of Seller.

The obligations of the Seller under this Agreement are subject to the
satisfaction at or prior to the Closing of the following conditions (all or any
of which may be waived in writing in whole or in part by the Seller):

(a) Section 2.03 herein.

(b) Buyer shall have raised $795.00 in cash from sale of stock
pursuant to Rule 504 of Regulation D.

(c) Buyer shall have a cash balance of at least $795.00 at
Closing and liabilities of Buyer shall not exceed $100,000 at Closing.

(d) Such authorized signatories as designated by Seller to all
bank line arrangements and bank accounts, and safe deposit boxes, maintained by
Buyer as reflected on Schedule 5.14 shall be added or removed as authorized
signatories or new accounts will be opened as directed by Seller.

9. Indemnification.

9.01. Survival. All agreements, representations, statements
and warranties contained herein or in any certificate, schedule, list, document,
or other writing, delivered pursuant hereto or in connection with the
transactions contemplated herein shall survive the execution and delivery of
this Agreement, the Closing of the transactions contemplated herein and any
investigation made at any time with respect to any of the foregoing or any
information the parties may have in respect thereto. All claims for
indemnification must be presented in writing within six (6) months from the
Closing.

9.02. Seller's Hold Harmless. Seller covenants and agrees with
Buyer that it will hold Buyer harmless from and hereby indemnify Buyer against
any and all damages, costs, expenses or other liabilities, including reasonable
attorney's fees (herein called "Damages") resulting to Buyer and arising from
the inaccuracy or the breach of any one or more of the representations,
warranties, covenants, statements or agreements made by Seller in this Agreement
or in connection with the transactions contemplated herein.

9.03. Buyer's Notice. If at any time after the
Closing Buyer has reason to believe that it is entitled to
indemnification under Section 9.02, or any claim or dispute exists
that could, unless successfully defended, entitle Buyer to
indemnification under Section 9.02, Buyer shall give notice to
Seller of the facts entitling Buyer to indemnification or the
nature of the claim or dispute. The Seller shall have the right to

<PAGE>

defend, settle or compromise any claim or dispute that would entitle Buyer to
indemnification at the Seller's own expense to counsel of their choice which
counsel shall be reasonably acceptable to Buyer. If the Seller refuses or fails
promptly to defend or compromise any such claim or dispute, or in the event
Seller's defense of such claim or dispute is not successful, or if Buyer is
otherwise entitled to indemnification under Section 9.02, the Seller will
promptly pay or reimburse Buyer in the full amount of any Damages which Buyer
becomes obligated to pay or pays or suffers at any time as a result of any of
the matters specified in Section 9.02.

9.04. Buyer's Hold Harmless. Buyer covenants and agrees with
Seller that it will hold Seller harmless from and hereby indemnifies Seller
against any and all damages, costs, expenses or other liabilities, including
reasonable attorney's fees (herein called "Damages") resulting to Seller and
arising from the inaccuracy or the breach of any one or more of the
representations, warranties, covenants, statements or agreements made by Buyer
in this Agreement or in connection with the transactions contemplated herein.

9.05. Notice. If at any time after the Closing Seller has
reason to believe that he is entitled to indemnification under Section 9.04, or
any claim or dispute exists that could, unless successfully defended, entitle
Seller to indemnification under Section 9.04, Seller shall give notice to Buyer
of the facts entitling Seller to indemnification or the nature of the claim or
dispute. Buyer shall have the right to defend, settle or compromise any claim or
dispute that would entitle Seller to indemnification at the Buyer's own expense
through counsel of its choice which counsel shall be reasonably acceptable to
Seller. If the Buyer refuses or fails promptly to defend or compromise any such
claim or dispute, or in the event Buyer's defense of such claim or dispute is
not successful, or if Seller is otherwise entitled to indemnification under
Section 9.04, the Buyer will promptly pay or reimburse Seller in the full amount
of any Damages which Seller becomes obligated to pay or pays or suffers at any
time as a result of any of the matters specified in Section 9.04.

10. Termination.

This agreement may be terminated prior to the Closing as
follows:

10.01 Termination Without Liability. Buyer may terminate this
Agreement by giving written notice to the Seller without incurring liability, in
the event that the conditions specified in Section 7 of this Agreement are not
satisfied or waived at the Closing.

<PAGE>

10.02. Seller may terminate this Agreement by giving written
notice to Buyer without incurring liability, in the event that the conditions
specified in Section 8 of this Agreement are not satisfied or waived at the
Closing.

10.03. Termination Without Effect on Liability. Buyer
---------------------------------------
or Seller may terminate this Agreement by giving written notice to
the other party at or prior to the Closing, without prejudice to
any rights it or they may have if the other party has failed in the
observance or in the due and timely performance of any of its
material covenants or agreements contained herein, and such failure
is due to the fault of the other party, or if there shall have been
a material breach of the other party's warranties and
representations herein contained.

11. Miscellaneous.

11.01. Notices. All notices, requests, demands, or
other communications hereunder shall be in writing and shall be
deemed to have been duly given when sent by personal delivery,
facsimile delivery or certified mail, return receipt requested:

(i) If to Buyer, addressed to:

Roberto E. Veitia
Stratcomm Media, Ltd.
1801 Lee Road
Winterpark, FL 32787

With a copy to:

Leonard H., Bloom, Esq.
Norton, Bloom & Warfarm, P.A.
1101 Brickell Avenue
Miami, FL 33131

(ii) If to Seller, addressed to:

Chicken Kitchen Corporation
5415 Collins Avenue, Suite 305
Maimi Beach, FL 33140

With a copy to:

Joel Bernstein, Esq.
P.O. Box 330072
Miami, FL 33233

or such other address as Buyer or Seller shall designate by notice given as
provided herein.

<PAGE>

11.02. Public Announcements. No public announcement
of the transactions provided for herein shall be made by the Seller
or Buyer unless the same shall be approved in advance in writing by
both parties.

11.03. Expenses. Except as otherwise expressly provided
herein, each of the parties hereto shall pay its own fees and expenses incident
to the negotiation, preparation, execution and consummation of this Agreement,
including all fees and expenses of their respective counsel and accountants
incurred in connection with this Agreement and all other agreements, documents,
certificates, applications and other instruments prepared in connection
herewith.

11.04. Successors. This Agreement shall inure to the
benefit of and be binding upon the Seller and its heirs, legal
representatives and successors and permitted assigns, and Buyer and
its respective successors and permitted assigns.

11.05. Law to Apply. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida, and the parties
hereby agree that any action, suit or other legal proceeding by any party
concerning this Agreement or the construction or enforcement thereof shall be
brought only in a court of appropriate jurisdiction in the State of Florida.

11.06. Assignment. This Agreement shall not be
assignable by any party hereto without the prior written consent of
the other parties hereto.

11.07. Entire Agreement. This Agreement contains the
entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes any and all prior arrangements, proposals
or understandings, written or oral, by or among any of the parties hereto with
respect to such purchase and sale or other transactions, which arrangements,
proposals and under-standings shall be of no further force and effect. No
amendment or modification of this Agreement shall be effective for any purpose
unless the same shall be in writing signed by all of the parties hereto or their
successors in interest.

11.08. Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.

11.09. Section Headings. The section headings herein
are for convenience only and shall not affect the construction
hereof.

11.10 Consents and Actions. To the extent that
either party hereto is required to provide its consent to any

<PAGE>

action, such consent shall not unreasonably be withheld or delayed. To the
extent any party hereunder is required to perform any action to the best of its
ability, such action shall not be required to be performed if it shall not be
capable of performance in a commercially reasonable manner.

11.11. Limitation on Damages. In the event that either party
shall be determined to be liable for damages to the other party, the amount of
damages so payable to such other party, unless otherwise specifically provided
by statute, shall be limited to actual damages payable and shall exclude
consequential or punitive damages.

11.12. Reorganization.

(a) Although the parties intend this transaction to be a
"reorganization" within the meaning of Section 486(a)(1)(C) of the Internal
Revenue Code of 1986, such treatment is not a condition to closing and no IRS
Ruling or opinion of counsel is being requested on such treatment.

(b) From and after the Closing Date, Seller will not engage in
any business, will promptly liquidate and dissolve as a corporation and will
distribute the shares of Buyer Common Stock received pursuant to Section 1.02
hereof to its shareholders in complete cancellation and redemption of their
shares of Seller capital stock.

(c) Seller will make available for inspection and copying all
books and records retained by it pursuant to Section 1.1(2) hereof to Buyer upon
reasonable request for access thereto, and if at any time Seller proposes to
discard or destroy such books and records, it will first offer to transfer them
without charge to Buyer.

11.13. Name Change. Within ten (10) days of the
Closing, Seller shall change its name to CK Liquidating Corp. and
Buyer shall change its name to Chicken Kitchen Corporation.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

CHICKEN KITCHEN CORPORATION CHICKEN ACQUISITION CORP.

By: By:

<PAGE>

AGREEMENT

THIS AGREEMENT entered into as of the 7th day of March, 1997 by and
between DANALEX, INC., a Florida corporation (hereinafter referred to as the
"Seller") and CHICKEN KITCHEN CORPORATION, a Florida corporation, with an office
at 5415 Collins Avenue, Suite 305, Miami Beach, FL 33140 (hereinafter referred
to as the "Buyer").
WHEREAS, the Seller is the owner and operator of a Chick-2- Chick
grilled chicken store located at Bayside Marketplace (hereinafter called the
"Business"); and
WHEREAS, the Seller desires to sell and the Buyer desires
to buy the Business,
NOW THEREFORE, the parties hereto agree as follows:

1. Business Sold:
The Seller agrees to sell and the Buyer agrees to buy the Business.
Said sale shall include all of the personal property, equipment, inventory,
leasehold improvements and other assets utilized in the Business, (inventory
such as food, drink, paper goods will be pro-rated at cost at Closing),
including those assets listed on Exhibit A annexed hereto, and all other
equipment commonly used in connection with the operation of the Business,
including the following:

A. The right to the telephone numbers of the Business.
B. Seller's leasehold interest.
C. All insurance policies covering the Business.
D. Customer mailing lists, subject to the extent such
lists exist.
Such sale, conveyance, transfer and delivery shall be free and
clear of all liens, obligation, liabilities and encumbrances except as
specifically provided herein. Between the execution of this agreement and
closing, there shall be no material change in the Seller's Business.
2. Purchase Price and Terms of Payment.
The purchase price shall be payable as follows:
A. $60,000 down payment upon execution.
B. $540,000 upon Closing payable to Seller.
C. 35,000 shares of Chicken Kitchen Corporation
common stock conveyed to Seller upon execution of this agreement. In the event
of Buyer's unjustified failure to close, Seller shall retain such shares as
liquidated damages herein, together with the $60,000 down payment. Such shares
are not registered under the Securities Act of 1933 and require a one-year
holding period before sale pursuant to Rule 144.
3. Access to Information.
Seller shall furnish to Buyer all reasonable information with
respect to the Business, affairs and properties of Seller as Buyer may from time
to time request and Seller will instruct all of its personnel to give full and
complete access to an cooperation to Buyer and its representatives. Promptly
upon execution of this

<PAGE>

agreement, Seller shall use its best efforts to obtain all consents (including,
without limiting the generality of the foregoing, consents of any government or
governmental agency) necessary to the assignment and transfer to Buyer to effect
the sale, delivery, transfer and conveyance contemplated herein. From time to
time after the closing, at Buyer's request, Seller agrees to execute and deliver
at Buyer's expense such other instruments of conveyance and transfer and take
such other actions Buyer in possession of any property to convey, transfer to,
vest in Buyer, and to put Buyer in possession of any property to be sold,
conveyed, transferred and delivered hereunder, and in the case of contracts and
rights, if any, that have not at the closing been transferred effectively due to
the lack of consent of third parties, endeavor to obtain such consent promptly,
and if any such consents be unobtainable, to use its best efforts to provide
Buyer with the benefits thereof in some other manner.
4. Liabilities.
Buyer doe not assume or agree to assume and shall not acquire or
take over any liabilities or obligation of any kind or nature of Seller, direct,
contingent or otherwise, including any liabilities, expenses, or taxes arising
our of the transaction contemplated herein and Buyer shall be identified and
held harmless from any such liabilities arising prior to the Closing or arising
out of this Agreement and the transactions contemplated herein, except that upon
Closing as herein contemplate, Buyer assumes and agrees to pay, assume and
discharge the liabilities of Seller listed as part of the closing statement and
will indemnify and hold harmless Seller from such listed liabilities and no
others and receive a credit for such amount at closing.
5. Adjustments; Prorations; Obligations.
Rent, utilities, deposits, payroll taxes and other items
upon which the parties may agree shall be adjusted as of the time closing.
Seller shall be entitles to a credit for food, drink and paper goods transferred
at closing at cost.
6. Seller's Representations and Warranties.
The Seller hereby represents and warrant to the Buyer, the
following:
A. Seller has good and marketable title to the
Business and all of the assets enumerated on Exhibit "A" attached hereto and
incorporated herein by reference, and any other assets of the Business
(exclusive of the name); and that Seller has the absolute right to sell, assign,
and transfer the same to the Buyer free and clear of all liens, pledges,
security interests or encumbrances.
B. The Business is not being operated in
violation
of any federal, state, county or city or other governmental law, statute or any
regulation or rule, and that Seller is in compliance with all the laws,
regulations and ordinances applicable to the Business.
C. Between the date hereof and the closing,
Seller
will conduct the Business diligently and in the ordinary course,
use its best efforts to preserve the relationship of suppliers,

<PAGE>

customers, employees and others having business relationships with it, and
operate the Business in accordance with sound business practices. Seller will
assist Buyer to hire as of the Closing all employees of Seller designated by
Buyer and will terminate the employment of all other employees. Seller will pay
all debts and liabilities of Seller other than those expressly assumed by Buyer
herein and indemnify and hold harmless Buyer from such debts and liabilities,
except those assumed by Buyer at closing.
D. Seller will, ten (10) days after request by
Buyer, provide to Buyer any and all necessary and reasonable partnership,
corporate director and shareholder resolutions and/or other documents verifying
the authority of the Seller to transfer title to the assets governed by this
Agreement.
E. Seller is in good standing and there is no
action or proceeding now pending to dissolve the corporation or to declare its
corporate rights, powers, franchises or privileges, or any of them, to be null
and void.
F. Seller warrants that it is not in the hands
of
a receiver, nor is any application for a receiver pending.
G. There is no suit, proceeding or litigation
pending, or to the Seller's knowledge threatened, against or related to the
Seller, its property or the Business, nor does the Seller know of or have
reasonable grounds to know of any basis for such suit, proceeding or litigation.
H. Seller has paid or will pay out of the
Purchase
Price all sales, withholding and other taxes due in connection with the
operation of the Business prior to closing.
I. Since January 1, 1996, the Business has not
suffered any material loss or casualty to any of the assets being
sold herein.
J. The Financial information provided to Buyer
about Seller, including its sales, expenses and earnings, is substantially and
materially accurate, true and correct. This information consists of the 1993,
1994 and 1995 tax returns.
K. Buyer has obtained a copy of the leases under
which Seller occupies the premises specified above, Buyer accepts said leases as
is and there is no condition precedent to a negotiated lease or other lease
modifications for closing. Seller is not in default under the said leases and no
defaults have been alleged thereunder by lessee or lessor. Neither this
Agreement nor anything provided to be done under this agreement, including
transfer of Seller's rights under said leases, violates or shall violate any
lease, contract, document, understanding agreement, arrangement or instrument to
which Seller is a party or by which it may be bound.
L. The foregoing representations and warranties
shall be true and correct as of closing and this shall be a condition to
Closing, and shall survive the Closing for a period of one (1) year thereafter,
and Luca Donno, Karen Donno and Tony Napolielio, principals of Seller, shall
indemnify and hold harmless Buyer from any damages arising out of any breach of
any term herein by Seller.

<PAGE>

7. Risk of Loss.
Risk of loss for any item transferred as a result of this Agreement
shall remain with the Seller until the Closing, in that as of the Closing,
Sellers' equipment shall be in good operating condition and repair and its
inventory shall be of a quality which are useable and saleable in the ordinary
course of the Business.
8. Condition Precedent to Buyer's Obligations.
The obligations of Buyer under this Agreement are subject
to the fulfillment, prior to or at the Closing, of the following
conditions, and or all of which may be waived in writing by Buyer:
A. All representations and warranties of Seller
shall be true and correct as of the Closing.
B. Seller shall have duly performed and compiled
with all agreements, covenants and conditions required by this Agreement to be
performed or complied with by any of them at or prior to the Closing.
C. There shall not have been instituted or
threatened any litigation or governmental action, investigation or proceeding
challenging the consummation of any transaction contemplated by or incidental to
this Agreement.
9. Buyer's Representation.
Buyer represents that it has:
A. Examined the Business operation of the Seller.
B. Inspected the personal property being sold
hereunder, all of which is purchased AS IS.
C. Received copies of and reviewed Seller's 1993,
1994 and 1995 income tax returns; and the books and records of the
Seller.
D. Received a copy of the Business lease.
E. Spoken directly with representatives of the
owner of Bayside relative to assignment and the possibility of
extension of the leasehold interest.
F. Not relied upon any oral representations of the
Seller, its officers, directors, stockholders or employees in entering into this
agreement.
G. Satisfied itself after due diligence that it
desires to enter into this agreement and close the transaction without the
necessity of further due diligence or conditions precedent, other than as
specified in this agreement.
10. Closing.
A. The date of closing of this transaction shall
be specified by buyer, but no later than August 31, 1997. The place of closing
shall be at the office of Buyer's attorney in Miami, Florida.
B. At the Closing, Seller shall transfer and
assign to Buyer all of the business and assets of Seller to be transferred
hereunder including, but not limited to, (i) all assets, of the Business,
including those reflected on Exhibit "A" and not disposed of in the ordinary
course of business, plus all assets of Seller acquired for the restaurant since
the date of this agreement and contemplated to be sold hereunder; (ii) keys to
the Business premises and cash registers; (iii) all interests in lease

<PAGE>

nd any insurance policies being issued hereunder, subject to prorations; (iv)
copies of all books and financial records of account (except stock books, stock
registers, minute books and such other books and papers as do not pertain to the
business, properties or operations of Seller).
C. At the Closing, Seller shall deliver to Buyer
in form reasonably satisfactory to counsel for Buyer such bills of sale,
assignments, deeds or other conveyances and all third party consents as may be
appropriate or necessary to effect the transfer to Buyer of the property and
rights as contemplated herein. From time to time after closing, at Buyer's
request and without expense to Seller and without further consideration from
Buyer, Seller shall execute and deliver such other instruments of conveyance and
transfer to and vest in Buyer and to put Buyer in possession of any asset or
property to be sold, conveyed, transferred and delivered hereunder.
11. Litigation.
Any dispute between the parties relating to this agreement shall be
settled by binding arbitration in Dade County, Florida in accordance with the
rules for commercial arbitration of the American Arbitration Association.
12. Binding Effect.
All of the terms of this Agreement shall be binding upon and inure
to the benefit of and be enforced by the heirs, successors and assigns of the
parties hereto. Assignment of Buyer's franchise rights shall be pursuant to
assignment provisions in the respective franchise agreements.
13. Controlling Law.
This Agreement shall be construed and enforced in accordance with
the laws of the State of Florida.
14. Procedure for Notices Hereunder.
Any notice, request, instruction or other document to be
given hereunder by either party to the other shall be in writing, delivered
personally or sent by certified mail, postage prepaid:
To the Seller: Danalex Inc.
7741 S.W. 170th Street
Miami, FL 33157

To the Buyer at: Chicken Kitchen Corporation
5415 Collins Avenue, Suite 305
Miami Beach, FL 33140

15. Audit.

Seller will give full cooperation to Buyer and its accountant in
connection with obtaining an audit of the Business, including access to and
copies of work papers, schedules, financial statements and supporting documents.
Expenses related to such audit shall be paid for by the Buyer and shall not
interfere with Seller's Business. The audit or completion thereof shall not be a
condition of closing, but its only to accommodate Buyer, should Buyer need an
audited statement for its own purpose.

<PAGE>

16. Default.
Should the Seller default in the terms and conditions hereof,
through no fault of the Seller, then the Seller shall retain the 35,000 shares
and the $60,000 deposit as liquidated damages.
17. Entire Agreement.
this instrument contains the entire agreement between the parties
hereto with respect to the transaction contemplated herein and supersedes any
prior representations or agreements, oral or written, between the parties.
Signed, sealed and delivered DANALEX, INC., Seller in the presence of:

By:

LUCA DONNO (as to Article 6 only)

KAREN DONNO (as to Article 6 only)

TONY NAPOLIELLO (as to Article 6
only)

CHICKEN KITCHEN CORPORATION,
Buyer

By:

<PAGE>

ARTICLES OF INCORPORATION

CHICKEN ACQUISITION CORP.

The undersigned incorporator for purposes of forming a corporation
under the Florida Business Corporation Act, hereby adopts the following Articles
of Incorporation:

FIRST: The name of the corporation is CHICKEN ACQUISITION
CORP. (the "Corporation").

SECOND: The street address of the initial principal
office and mailing address of the
Corporation is: 1801 Lee Road, Suite 301,
Winter Park, Florida 32789.

THIRD: The Corporation is authorized to issue 10,000
shares of common stock, par value $1.00 per share.

FOURTH: The street address of the initial registered office
of the Corporation is: Miami Center, 201 South
Biscayne Boulevard, Suite 3000, Miami, Florida 33131
and the registered agent at that address is: B & C
Corporate Services, Inc.

FIFTH: The name and address of the incorporator of the
Corporation is: Dawn L. Bowling, Broad and Cassell,
Miami Center, 201 South Biscayne Boulevard, Suite
3000, Miami, Florida 33131.

SIXTH: The Corporation is organized for the purpose of
transacting any and all lawful activities or
business for which corporations may be formed under
Chapter 607 of the Florida statutes.

SEVENTH: The Corporation shall have one director
initially and the number of directors may
be increased or diminished from time to
time as provided in the Bylaws but shall
never be less than one. The name and
address of the initial director of the
Corporation is:

Robert E. Veitia
1801 Lee Road
Suite 301
Winter Park, Florida 32789

EIGHTH: The Corporation expressly elects not to be
governed by Section 607.0901 of the Florida

<PAGE>

Business Corporation Act, as amended from time to
time, relating to affiliated transactions.

NINTH: The Corporation expressly elects not to be governed
by Section 607.0902 of the Florida Business
Corporation Act, as amended from time to time,
relating to control share acquisitions.

TENTH: The corporate existence of the Corporation shall
commence upon the filing of these Articles of
Incorporation.

IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 16th day of November, 1994.

- -----------------------------------
Dawn L. Bowling,
Incorporator

<PAGE>

ACCEPTANCE OF APPOINTMENT

REGISTERED AGENT

I hereby accept the appointment as registered agent contained in
the foregoing Articles of Incorporation and state that I am familiar with and
accept the obligations of Section 607.0505 of the Florida Business Corporation
Act.

B & C CORPORATE SERVICES,INC.

By:__________________________________
Justin T. Wilson, Vice President

<PAGE>

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CHICKEN ACQUISITION CORP.

The undersigned President of Chicken Acquisition Corp., a
corporation organized and existing under the laws of the State of Florida (the
"Corporation"), hereby certifies pursuant to Section 607.1006 of the Florida
Business Corporation Act that:

1. The name of the Corporation is Chicken Acquisition
Corp.

2. Article Third of the Articles of Incorporation of
the Corporation is amended in its entirety to read as follows:

THIRD: The Corporation is authorized to issue 20,000,000
shares of common stock, par value $0.0005 per
share.

3. The foregoing amendment was adopted by the sole
director and sole stockholder by Joint Written Consent dated as of
December 7, 1995.

IN WITNESS WHEREOF, the President of the Corporation has executed
these Articles of Amendment this 10th day of April, 1996.

- -----------------------------------
Roberto E. Veitia,President

<PAGE>

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CHICKEN ACQUISITION CORP.

The undersigned, being the sole stockholder of Chicken Acquisition
Corp., a corporation organized and existing under the laws of the State of
Florida (the "Corporation"), hereby certifies pursuant to Section 607.1006 of
the Florida Business Corporation Act that:

1. The name of the Corporation is Chicken Acquisition
Corp.

2. Article Third of the Articles of Incorporation of
the Corporation is amended in its entirety to read as follows:

THIRD: The Corporation is authorized to issue 50,000,000
shares of common stock, par value $0.0005 per
share.

3. The foregoing amendment was adopted by the Board of
Director and sole stockholder by Joint Written Consent dated as of
December 26, 1996.

IN WITNESS WHEREOF, the sole stockholder of the Corporation has
executed these Articles of Amendment this 26th day of December, 1996.

Stratcomm Media, Ltd.

- -----------------------------------
Roberto E. Veitia,President

<PAGE>

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CHICKEN ACQUISITION CORP.

The undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

1. The name of the Corporation is CHICKEN ACQUISITION
CORP.

2. Article I of the Articles of Incorporation of the
Corporation is hereby amended to read as follows:

ARTICLE I

NAME

The name of the corporation is CHICKEN KITCHEN CORPORATION.

3. The number of votes cast by the common stockholders, the only
group entitled to bote, was sufficient for approval. The foregoing amendments
were adopted by the directors and shareholders of the Corporation on February
12, 1997.

CHICKEN ACQUISITION CORP.

February 12, 1997
By:_________________________________
President

<PAGE>

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CHICKEN KITCHEN CORPORATION

* * *

The undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

1. The name of the corporation is: CHICKEN KITCHEN
CORPORATION:

2. Article III of the Articles of Incorporation is
hereby amended to read as follows:

Article III. The total number of shares which the
Corporation shall have the authority to issue shall
be 65,000,000 shares of Common Stock of the par value
of $.0005 per share and 1,000,000 shares of Preferred
Stock of the par value of $.0005 per share.

The authorized shares of Common Stock shall be
divided into two classes, comprised of Fifty Million
(50,000,000) shares of Class A Common Stock (the
"Class A Common Stock") and Fifteen Million
(15,000,000 shares of Class B Common Stock (the
"Class B Common Stock").

The dividends, distributions and relative rights,
privileges and limitations of Class A Common Stock
and Class B Common Stock shall be in all respects
identical, share for share, EXCEPT that: (i) each
share of Class A Common Stock shall be entitled to
One (1) vote on each matter submitted to a vote of
the shareholders of the Corporation, while each share
of Class B Common Stock shall be entitled to Ten
Thousand (10,000) votes on each matter submitted to a
vote of the shareholders of the Corporation; (ii)
shares of Class A Common Stock may be issued to
holders of Class B Common Stock in a stock dividend,
stock split or as otherwise duly declared by the
Board of Directors, while Class B Common Stock may
not be issued to holders of Class A Common Stock in
any such stock dividend, stock split or otherwise;
(iii) each share of Class B Common Stock shall at all
times be directly convertible into one share of Class
A Common Stock, at the option of the holder, without
further consideration, while shares of Class A Common
Stock shall not, in any case, be convertible into
shares of Class B Common Stock; (iv) no issuance,
sale or distribution of the Class B Common Stock
shall be registered under the Securities Act of 1933,
as amended; and (iv) any change in the relative

<PAGE>

rights; privileges and limitations of the Class B
Common Stock voting as a single class.

<PAGE>

The Preferred Stock may be issued from time to time
in series. All Preferred Stock shall be of equal rank
and identical, except in respect tot he particulars
that may be fixed by the board of directors. The
board of directors is authorized to fix, in the
manner and to the full extent provided and permitted
by law, all provisions of the shares of each series
of Preferred Stock set forth below:

1. The distinctive designation of all series
and the number of shares that shall
constitute those series;

2. The annual rate of dividends payable on the
shares of all series and the time,
conditions and manner of payment.

3. The redemption price or prices, if any, for
the shares of each, any and all series.

4. The amount payable upon shares of each
series in the event of voluntary or
involuntary liquidation and the
relative priority of each series in the
event of liquidation.

5. The rights, if any, of the holders of
shares of each series to convert those
shares into Common Stock and the terms
and conditions of that conversion.

6. The voting rights, if any, of the holders
of shares of each series.

3. (a) Each share of the Corporation's outstanding Common Stock,
shall be and they are hereby automatically changed (without any further act)
into one share of Class A Common Stock (without any further act) EXCEPT that
each person who is a record holder of outstanding Common Stock of the
Corporation (the "Shares") on or prior to 5:00 p.m., East Coast time, on the
date of the filing of this Amendment to the Articles of Incorporation (the
"Record Date") will be entitled, with respect to all or any portion of his or
its Shares, to make an election to receive one share of Class B Common Stock in
full satisfaction of all rights pertaining to such Shares as provided herein.
Each outstanding option, warrant, convertible Preferred Stock or other security
outstanding as of the Record Date which is convertible into shares of the
Corporation's Common Stock (a "Convertible Security") shall be, as of the Record
Date, convertible into shares of the Corporation's Class A Common Stock EXCEPT
that each person who is a record holder of a Convertible Security on or prior to
5:00 p.m., East Coast time, on the Record Date will be entitled, with respect to
all or any portion of his or its Convertible Security, to make an election to
receive Class B Common Stock upon conversion of such Convertible Security as
provided herein.

<PAGE>

(b) Within ten (10) days after the Record Date,
the Corporation shall prepare and mail a form of election by prepaid first class
mail to the record holders of Shares and the Convertible Securities as of the
record date, which Election Form shall be used by each record holder of Shares
and Convertible Securities. Any such holder's election to receive Class B Stock
shall have been validly made only if the Corporation shall have received at its
designated office, on or prior to 5:00 p.m., East Coast Time, on February 20,
1998 (the "Election Date"), an election Form properly completed and signed in
accordance with such rules as the Corporation may establish pursuant to Section
3(c). It shall be the responsibility of the record holders to assure that their
Election Form was received by the Corporation on or before the Election Date.
(c) The Corporation may make such rules as are
consistent with this Section 3 for the implementation of the election provided
for herein as shall be necessary or desirable fully to effect such election and
all such rules shall be final and binding on the holders of the Shares and
Convertible Securities.
4. The foregoing amendments were duly adopted by the
directors of the Corporation on January 12, 1998. The foregoing
amendments were duly adopted by the shareholders of the Corporation
by written consent of the holders a number of shares of the Common
Stock, the only group entitled to vote, sufficient for approval on
January 12, 1998.
Dated: January 12, 1998

Christian M. DeBerdouare
President

<PAGE>

CHICKEN KITCHEN CORPORATION

Class B Common Stock Election Form for Common Stockholders

Enclosed for your information is a copy of the Articles of
Amendments to the Articles of Incorporation which sets forth the change of the
Company's outstanding Common Stock into Class A Common Stock and/or Class B
Common Stock.

HOLDERS OF SHARES OF CHICKEN KITCHEN CORPORATION COMMON STOCK WHO
DO NOT WISH TO CONVERT THEIR SHARES OF CHICKEN KITCHEN CORPORATION COMMON STOCK
INTO CLASS B COMMON STOCK DO NOT NEED TO SUBMIT THIS ELECTION FORM OR ANY
CERTIFICATES AT THIS TIME. EACH SHARE OF CHICKEN KITCHEN CORPORATION COMMON
STOCK OWNED BY ANY SUCH NON-ELECTING HOLDER AUTOMATICALLY WILL BE CONVERTED INTO
ONE (1) SHARE OF CLASS A COMMON STOCK WITHOUT ANY FURTHER ACTION.

In order to receive Class B Common Stock, this election form must
be returned to the Company with the holders certificates for shares of Common
Stock of Chicken Kitchen Corporation by February 20, 1998. It is the holder's
responsibility to assure delivery of such certificates and the election form by
such date.

CHICKEN KITCHEN CORPORATION

By:_________________________________

Christian M. DeBerdouare

President

<PAGE>

CHICKEN KITCHEN CORPORATION

Class B Common Stock Election Form for Preferred Stockholders

HOLDERS OF SHARES OF CHICKEN KITCHEN CORPORATION PREFERRED STOCK
WHO DO NOT WISH TO RECEIVE CLASS B COMMON STOCK UPON THE CONVERSION OF THEIR
PREFERRED STOCK DO NOT NEED TO SUBMIT THIS ELECTION FORM OR ANY CERTIFICATES AT
THIS TIME. EACH SHARE OF CHICKEN KITCHEN CORPORATION PREFERRED STOCK OWNED BY
ANY SUCH NON-ELECTING HOLDER WILL, UPON CONVERSION, BE CONVERTED INTO CLASS A
COMMON STOCK.

In order to receive Class B Common Stock upon conversion of your
Preferred Stock, this election form must be returned to the Company with the
holders certificates for shares of Preferred Stock of Chicken Kitchen
Corporation by February 20, 1998. It is the holder's responsibility to assure
delivery of such certificates and the election form by such date.

CHICKEN KITCHEN CORPORATION

By:_________________________________

Christian M. DeBerdouare

President

<PAGE>

DESIGNATION STATEMENT

Christian de Berdouare and Daivd Krasna certify that they are the President
and Secretary, respectively, of Chicken Kitchen Corporation, a Florida
corporation (hereinafter referred to as the "Corporation" or the "Company");
that, pursuant to the Articles of Incorporation, as amended, and Section 607.047
of the Florida General Corporation Act, the Board of Directors of the
Corporation adopted the following resolutions on October 19, 1997; and that none
of the Series A Convertible Preferred Stock referred to in these Designation
Statement has been issued.

1. Creation of Series A Convertible Preferred Stock. There is hereby
created a series of preferred stock consisting of 4,000 shares and designated as
the Series A Convertible Preferred Stock, having the voting powers, preferences,
relative, participating, limitations, qualifications optional and other special
rights and the qualifications, limitations and restrictions thereof that are set
forth below.

2. Dividend Provisions. The holders of shares of Series A Convertible
Preferred Stock shall be entitled to receive, an 8% annual dividend, equal in
value to $80.00 per share, payable on each July 1 commencing on July 1, 1998 on
conversion pro rata based on a 360-day year. In the option of the Corporation,
such dividend may be paid in cash or in Common Stock valued at the Conversion
Rate in effect as of such July 1 or the Conversion Date. Each share of Series A
Convertible Preferred Stock shall rank on a parity with each other share of
Series A Convertible Preferred Stock with respect to dividends.

3. Redemption Provisions. The Series A Convertible Preferred
Stock is not redeemable except with the written consent of the
holders thereof.

4. Liquidation Provisions. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the Series A
Convertible Preferred Stock shall be entitled to receive an amount equal to
$1,300.00 per share. After the full preferential liquidation amount has been
paid to, or determined and set apart for the Series A Convertible Preferred
Stock and all other series of Preferred Stock hereafter authorized and issued,
if any, the remaining assets of the Corporation available for distribution to
shareholders shall be distributed ratably to the holders of the common stock. In
the event the assets of the Corporation available for distribution to its
shareholders are insufficient to pay the full preferential liquidation amount
per share required to be paid the Corporation's Series A Convertible Preferred
Stock, the entire amount of assets of the Corporation available for distribution
to shareholders shall be paid up to their respective full liquidation amounts
first to the Series A Convertible Preferred Stock, then to any other series of
Preferred Stock hereafter authorized and issued, all of which amounts shall be
distributed ratably among holders of each such series of Preferred Stock, and
the common stock shall receive nothing. A reorganization

<PAGE>

or any other consolidation or merger of the Corporation with or into any other
corporation, or any other sale of all or substantially all of the assets of the
Corporation, shall not be deemed to be a liquidation, dissolution or winding up
of the Corporation within the meaning of this Section 4, and the Series A
Convertible Preferred Stock shall be entitled only to (i) the right provided in
any agreement or plan governing the reorganization or other consolidation,
merger or sale of assets transaction, (ii) the rights contained in the Florida
General Corporation Act and (iii) the rights contained in other Sections hereof.

5. Conversion Provisions. The holders of shares of Series A
Convertible Preferred Stock shall have conversion rights as follows
(the "Conversion Rights"):

(a) Right to Convert. (1) Each share of Series A Convertible Preferred
Stock (the "Preferred Shares") shall be convertible, at the option of its
holder, at any time, into a number of shares of common stock of the Company
(the "Common Stock") at the initial conversion rate (the "Conversion Rate")
defined below. The initial Conversion Rate, subject to the adjustments
described below, shall be a number of shares of Common Stock equal to
$1,000 divided by the lower of (i) Sixty-Five Percent (65%) of the average
Market Price of the Common Stock for the five trading days immediately
prior to the Conversion Date (defined below) or (ii) $1.265625, increased
proportionally for any reverse stock split and decreased proportionally for
any forward stock split or stock dividend. For purposes of this Section
5(a)(1), Market Price for any date shall be the closing bid price of the
Common Stock on such date, as reported by the Electronic Bulletin Board
sponsored by the National Association of Securities Dealers, Inc., or by
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), if the Common Stock is then traded on NASDAQ.

(2) No fractional shares of Common Stock shall be issued upon conversion of
the Preferred Shares, and in lieu thereof the number of shares of Common
Stock issuable for each Preferred Share converted shall be rounded to the
nearest whole number. Such number of whole shares of Common Stock issuable
upon the conversion of one Preferred Share shall be multiplied by the
number of Preferred Shares submitted for conversion pursuant to the Notice
of Conversion (defined below) to determine the total number of shares of
Common Stock issuable in connection with any conversion.

(3) In order to convert the Preferred Shares into shares of Common Stock,
the holder of the Preferred Shares shall: (i) complete, execute and deliver
to the Corporation the conversion certificate attached hereto as Exhibit A
(the "Notice of Conversion"); and (ii) surrender the certificate or
certificates representing the Preferred Shares being converted (the
"Converted Certificate") to the Corporation. The Notice of Conversion shall
be effective and in full force and effect if delivered to the Corporation
by facsimile transmission at (305) 867-4485. Provided that a copy of the
Notice of Conversion is delivered to the Corporation on such date by
facsimile transmission or otherwise, and provided that the

<PAGE>

original Notice of Conversion and the Converted Certificate are delivered
to the Corporation within three (3) business days thereafter at 5415
Collins Avenue, Suite 305, Miami, Florida 33140, the date on which notice
of conversion is given (the "Conversion Date") shall be deemed to be the
date set forth therefor in the Notice of Conversion; and the person or
persons entitled to receive the shares of Common stock issuable upon
conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of the Conversion Date. If the
original Notice of Conversion and the Converted Certificate are not
delivered to the Corporation within three (3) business days following the
Conversion Date, the Notice of Conversion shall become null and void as if
it were never given and the Corporation shall, within two (2) business days
thereafter, return to the holder by overnight courier any Converted
Certificate that may have been submitted in connection with any such
conversion. In the event that any Converted Certificate submitted
represents a number of Preferred Shares that is greater than the number of
such shares that is being converted pursuant to the Notice of Conversion
delivered in connection therewith, the Corporation shall deliver, together
with the certificates for the shares of Common Stock issuable upon such
conversion as provided herein, a certificate representing the remaining
number of Preferred Shares not converted.

(4) Upon receipt of a Notice of Conversion, the Corporation shall
absolutely and unconditionally be obligated to cause a certificate of
certificates representing the number of shares of Common Stock to which a
converting holder of Preferred Shares shall be entitled as provided herein,
which shares shall constitute fully paid and nonassessable shares of Common
Stock that are freely transferable on the books and records of the
Corporation and its transfer agents, to be issued to, delivered by
overnight courier to, and received by such holder by the fifth (5th)
calendar day following the Conversion Date. Such delivery shall be made at
such address as such holder may designate therefor in its Notice of
Conversion or in its written instructions submitted together therewith.

(5) No less than 25 shares of Series A Convertible Preferred Stock may be
converted at any one time, unless the holder then holds less than 25 shares
and converts all shares at that time.

(b) Adjustments to Conversion Rate. (1) Reclassification,
Exchange and Substitution. If the Common Stock issuable on
conversion of the Series A Convertible Preferred Stock shall be
changed into the same or a different number of shares of any other
class or classes of stock, whether by capital reorganization,
reclassification, reverse stock split or forward stock split or
stock dividend or otherwise (other than a subdivision or
combination of shares provided for above), the holders of the
Series A Convertible Preferred Stock shall, upon its conversion,
be entitled to receive, in lieu of the Common Stock which the
holders would have become entitled to receive but for such change,
a number of shares of such other class or classes of stock that
would have been subject to receipt by the holders if they had

<PAGE>

exercised their rights of conversion of the Series A Convertible Preferred
Stock immediately before that change.

(2) Reorganizations, Mergers, Consolidations or Sale of Assets. If at any
time there shall be a capital reorganization of the Corporation's common
stock (other than a subdivision, combination, reclassification or exchange
of shares provided for elsewhere in this Section (5) or merger of the
Corporation into another corporation, or the sale of the Corporation's
properties and assets as, or substantially as, an entirety to any other
person, then, as a part of such reorganization, merger or sale, lawful
provision shall be made so that the holders of the Series A Convertible
Preferred Stock shall thereafter be entitled to receive upon conversion of
the Series A Convertible Preferred Stock, the number of shares of stock or
other securities or property of the Corporation, or of the successor
corporation resulting from such merger, to which holders of the Common
Stock deliverable upon conversion of the Series A Convertible Preferred
Stock would have been entitled on such capital reorganization, merger or
sale if the Series A Convertible Preferred Stock had been converted
immediately before that capital reorganization, merger or sale to the end
that the provisions of this paragraph (b)(2) (including adjustment of the
Conversion Rate then in effect and number of shares purchasable upon
conversion of the Series A Convertible Preferred Stock) shall be applicable
after that event as nearly equivalently as may be practicable.

(3) Additional Shares In the event (a) the Company does not file a
registration statement under the Securities Act of 1933 covering the Common
Stock issuable upon conversion of the Series A Convertible Preferred Stock
within 30 days of Novmeber 11, 1997 (the "Closing Date"), (b) the
registration statement is not declared effective within 120 days of the
Closing Date or (c) the Company does not issue the Common Shares within the
time limits set forth in the penultimate sentence of Section 5(a)(1), the
Conversion Rate shall be adjusted to increase the number of shares of
common stock assessable by 5%. The foregoing adjustments are cumulative and
not exclusive of each other, with the intent that the adjustments under
this section 3(b)(3) may be a total of 5%, 10% or 15%.

(c) No Impairment. The Corporation will not, by amendment of its Articles
of Incorporation or through any reorganization, recapitalization, transfer
of assets, merger, dissolution, 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 Corporation, but will at all times
in good faith assist in the carrying out of all the provision of this
Section 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series A Convertible Preferred Stock against impairment.

(d) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Rate for any shares

<PAGE>

of Series A Convertible Preferred Stock, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with
the terms hereof and prepare and furnish to each holder of Series A
Convertible Preferred Stock effected thereby a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Corporation shall, upon the
written request at any time of any holder of Series A Convertible Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion
Rate at the time in effect, and (iii) 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 such holder's shares of Series A
Convertible Preferred Stock.

(e) Notices of Record Date. In the event of the establishment by the
Corporation 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, the
Corporation shall mail to each holder of Series A Preferred Stock at least
twenty (20) 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 or distribution and the amount and character of such dividend or
distribution.

(f) Reservation of Stock Issuable Upon Conversion. The Corporation 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 Convertible Preferred Stock such number of
its shares of Common Stock as shall from time to time be sufficient, based
on the Conversion Rate then in effect, to effect the conversion of all then
outstanding shares of the 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 the
Preferred Stock, then, in addition to all rights, claims and damages to
which the holders of the Series A Convertible Preferred Stock shall be
entitled to receive at law or in equity as a result of such failure by the
Corporation to fulfill its obligations to the holders hereunder, the
Corporation will take any and all corporate or other action as may, in the
opinion of its counsel, be helpful, appropriate or necessary to increase
its authorized but unissued shares of Common Stock to such number of shares
as shall be sufficient for such purpose.

(g) Notices. Any notices required by the provisions hereof to be given to
the holders of shares of Series A Convertible Preferred Stock shall be
deemed given if deposited in the United States mail, postage prepaid and
return receipt requested, and addressed to each holder of record at its
address appearing on the books of the Corporation or to such other address
of such holder or its representative as such holder may direct.

<PAGE>

6. Voting Provisions. Except as otherwise expressly provided
or required by law, the Series A Convertible Preferred Stock shall
have no voting rights.

IN WITNESS WHEREOF, the Company has caused this Designation Statement of
Series A Convertible Preferred Stock to be duly executed by its President and
attested to by its Secretary this 12th day of November, 1997 who, by signing
their names hereto, acknowledge that this Designation Statement is the act of
the Company and state to the best of their knowledge information and belief,
under the penalties of perjury, that the above matters and facts are true in all
material respects.

CHICKEN KITCHEN CORPORATION

Christian de Berdouare, President

David Krasna, Secretary

<PAGE>

EXHIBIT A

CONVERSION CERTIFICATE

CHICKEN KITCHEN CORPORATION

Series A Convertible Preferred Stock

The undersigned holder ( the "Holder") is surrendering to Chicken
Kitchen Corporation, a Florida corporation (the "Company"), one or more
certificates representing shares of Series A Convertible Preferred Stock of the
Company (the "Preferred Stock") in connection with the conversion of all or a
portion of the Preferred Stock into shares of Common Stock, $.0005 par value per
share, of the Company (the "Common Stock") as set forth below.

1. The Holder understands that the Preferred Stock were issued by the
Company pursuant to the exemption from registration under the United States
Securities Act of 1933, as amended (the "Securities Act"), provided by
Regulation D promulgated thereunder.

2. The Holder represents and warrants that all offers and sales of the
Common Stock issued to the Holder upon such conversion of the Preferred Stock
shall be made (a) pursuant to an effective registration statement under the
Securities Act, (in which case the Holder represents that a prospectus has been
delivered) (b) in compliance with Rule 144, or (c) pursuant to some other
exemption from registration.

Number of Shares of Preferred Stock being converted:

Applicable Conversion Price:

Number of Shares of Common Stock Issuable:

Number of Dividend Shares:

Conversion Date:

Delivery Instructions for certificates of Common Stock and for new
certificates representing any remaining shares of Preferred Stock:

NAME OF HOLDER:

<PAGE>

(Signature of Holder)

<PAGE>

BYLAWS

CHICKEN ACQUISITION CORP.

a Florida corporation

ARTICLE I.

NAME AND OFFICES

Section A. Name. The name of the Corporation is CHICKEN
ACQUISITION CORP., a Florida corporation.

Section B. Principal Office and Additional Offices. The
---------------------------------------
location of the registered office of the Corporation shall be as
stated in the Articles of Incorporation, which location may be
changed from time to time by the board of directors. The
Corporation may also have offices or branches at such other places,
both within and without the State of Florida, as the board of
directors may from time to time determine or as the business of the
Corporation may require.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section A. Place of Meetings. All meetings of the shareholders shall be
held at the registered office of the corporation, or at such other place (within
or without the State of Florida) as shall be designated from time to time by the
board of directors and stated in the notice of the meeting.

Section B. Annual Meeting. Annual meetings of shareholders shall be
held on the first Tuesday of the fifth month of each fiscal year of the
corporation if not a legal holiday in the state in which the meeting shall be
held, and if a legal holiday, then on the next secular day following, at such
time as determined by the board of directors, or at such other date and time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting. At the annual meeting, the shareholders shall elect a
board of directors and transact such other business as may properly be brought
before the meeting. If the annual meeting is not held on the date designated
therefor, the board of directors shall cause the meeting to be held as soon
thereafter as convenient.

Section C. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the chairman of the board or
president, and shall be called by the chairman of the board or president at the
request in writing of a majority of the board of directors or at the request in
writing of the holders of not less than ten percent (10%) of all the share
entitled to vote at a meeting. Such request shall state the purpose or purposes
of the proposed meeting.

Section D. List of Shareholders. The officer or agent who
has charge of the stock transfer book for shares of the corporation
shall make and certify a complete list of the shareholders entitled

<PAGE>

to vote at a shareholders' meeting, or any adjournment thereof. The list shall
be compiled at least ten (10) days before each meeting of shareholders if there
are greater than six shareholders of the Corporation. The list shall be arranged
in alphabetical order with each class and series and show the address of each
shareholder and the number of shares registered in the name of each shareholder.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by an shareholder who is
present. See "Fixing of Record Date", Article VI, Section 5, for the method of
determining which shareholders are entitled to vote.

Section E. Notice of Meetings. Except as may be provided by statute,
written notice of an annual or special meeting of shareholders stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered, either personally or by first-class mail,
not less than ten (10) nor more than sixty (60) days before the date of meeting,
to each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation with postage thereon prepaid.

Section F. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise required by statute or by the
Articles of Incorporation. All shareholders present in person or represented by
proxy at such meeting may continue to do business until adjournment,
notwithstanding the withdrawal or enough shareholders to leave less than a
quorum. If, however, such quorum shall not be initially present at any meeting
of shareholders, a majority of the shareholders entitled to bote thereat shall
nevertheless have power to adjourn the meeting from time to time and to another
place, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting, at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.

Section G. Super Majority. When an action other than the election of
directors is to be taken by vote of the shareholders, it shall be authorized by
the affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter, unless a greater plurality is required
by express requirement of the statutes or of the Articles of Incorporation, in
which case such express provision shall govern and control the decision of such
Incorporation, in which cash such express provision shall govern and control the
decision of such question. "Shares represented at the meeting" shall be
determined as of the time the existence of the quorum is determined. Except as
otherwise expressly required by the Articles of Incorporation, directors shall
be elected by a plurality of the votes cast at an election.

<PAGE>

Section H. Voting of Shares and Proxies. Each shareholder shall at
every meeting of the shareholders be entitled to one (1) vote in person or by
proxy for each share of the capital stock having voting power held by such
shareholder except as otherwise expressly required in the Articles of
Incorporation. A vote may be cast either orally or in writing. Each proxy shall
be in writing and signed by the shareholder or his authorized agent or
representative. A proxy is not valid after the expiration of eleven (11) months
after its date unless the person executing it specifies herein the length of
time for which it is to continue in force. Unless prohibited by law, a proxy
otherwise validly granted by telegram shall be deemed to have been signed by the
granting shareholder. All questions regarding the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
the presiding officer of the meeting.

Section I. Waiver of Notice. Attendance of a person at a meeting of
shareholders in person or by proxy constitutes a waiver of notice of the meeting
except where the shareholder attends a meeting for the express purpose of
objecting at the beginning of the meeting to the transaction of any business
because the meeting was not lawfully called or convened.

Section J. Written Consent Without A Meeting. Unless otherwise provided
by the Articles of Incorporation, any action required to be taken at any annual
or special meeting of the shareholders, or any other action which may be taken
at any annual or special meeting of the shareholder may be taken without a
meeting, without prior notice, and without a vote if a consent in writing,
setting forth the action so taken, shall be signed by holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize such action at a meeting at which all shares entitled to voter
thereon were present and voted. Within 10 days after obtaining such
authorization by written consent, notice shall be given to those shareholders
who have not consented in writing. The notice shall fairly summarize the
material features of the authorized action and, if the action be a merger,
consolidation, or sale of assets for which dissenters rights are provided for by
the statute, the notice shall contain a clear statement of the rights of
shareholders dissenting therefrom to be paid the fair value of their shares upon
compliance with further provisions of such statute regarding the rights of
dissenting shareholders.

ARTICLE III.

DIRECTORS

Section A. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of its board of directors unless
otherwise provided by the Articles of Incorporation. The board may exercise all
such powers of the corporation and do all such lawful acts and thins as are not
by statute or by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.

Section B. Number, Election, and Term of Office. The number
of directors which shall constitute the whole board shall be not
less that one (1) nor more than seven (7). The number of directors

<PAGE>

shall be determined from time to time by resolution of the board of directors.
In the absence of an express determination by the board, the number of
directors, until changed by the board, shall be that number of directors elected
at the most recently held annual meeting of shareholders or, if no such meeting
has been held, the number elected at the first annual shareholders' meeting and
at each annual meeting thereafter. Each Director shall hold office until the
next annual meeting of shareholders or until his successor is elected. Directors
need not be shareholders or officers of the corporation.

Section C. Vacancies and Removal. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by the affirmative vote of a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, or by the
shareholders, and the directors so chosen shall hold office until the next
annual election of directors by the shareholders and until their successors are
duly or without cause, by the shareholders at a meeting of the shareholders
called expressly for that purpose unless otherwise provided in the Articles of
Incorporation.

Section D. Annual Meeting. The first board of directors shall hold
office until the first annual meeting of shareholders. Thereafter, the first
meeting of each newly elected board of directors shall be held promptly
following the annual meeting of shareholders on the date thereof. No notice of
such meeting shall be necessary to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be present. In the event
such meeting is not so held, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors. Any notice of the annual meeting need not
specify the business to be transacted or the purpose of the meeting.

Section E. Place of Meetings. Meetings of the board of directors shall
be held at the principal office of the Corporation or at such other place,
within or without the State of Florida, as the board of directors may from time
to time determine or as shall be specified in the notice of any such meeting.
Unless otherwise restricted by the Articles of Incorporation,members of the
board of directors, or any committee designated by the board, may participate in
a meeting of the board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presences in person at such meeting.

Section F. Special Meetings. Special meetings of the board may be
called by the chairman of the board or president on four (4) days' notice to
each director by mail or twenty-four (24) hours' notice either personally, by
telephone or by telegram; special meetings shall be called by the chairman of
the board of the president in like manner and on like notice on the written
request of two (2) directors. The notice need not specify the business to be
transacted or the purpose of the special meeting. The notice shall specify the
place of the special meeting.

<PAGE>

Section G. Quorum. At all meetings of the board, a majority in the
number of directors fixed pursuant to Article III, Section 2 of these Bylaws
shall constitute a quorum for the transaction of business. At all meetings of a
committee of the board a majority of the directors then members of the committee
in office shall constitute a quorum for the transaction of business. The act of
a majority of the members present at any meeting at which there is a quorum
shall be the act of the board of directors or the committee, unless the vote of
a larger number is specifically required by statute, by the Articles of
Incorporation, or by these Bylaws. If a quorum shall not be present at any
meeting of the board of directors or a committee, the members present thereat
may adjourn the meeting from time to time and to another place without notice
other than announcement at the meeting, until a quorum shall be present.

Section H. Written Consent Without a Meeting. Unless
---------------------------------
otherwise provided by the Articles of Incorporation, any action
required or permitted to be taken at any meeting of the board of
directors or of any committee thereof may be taken without a
meeting, if, before or after the action, all members of the board
or committee consent thereto in writing. The written consents
shall be filed with the minutes of proceedings of the board or
committee. Such consents shall have the same effect as a vote of
the board or committee for all purposes.

Section I. Executive and Other Committees. A majority of
------------------------------
the full board of directors may, by resolution, designate one (1)
or more committees, each committee to consist of one (1) or more of
the directors of the corporation. The board may designate one (1)
or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the
resolution of the board, shall have and may exercise the powers of
the board of directors in the management of the business and
affairs of the corporation; provided, however, such a committee
shall not have the power or authority to:

1. Approve or recommend to shareholders actions or
proposals required by statute to be approved by the shareholders.

2. Designate candidates for the office of director for
purposes of proxy solicitation or otherwise.

3. Fill vacancies on the board of directors or any
committee thereof.

4. Amend the Bylaws of the corporation.

5. Authorize or approve the reacquisition of shares
unless pursuant to a general formula or method specified by the
board of directors.

6. Authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of a class
of shares, except that the board of directors, having acted regarding general
authorization for the issuance or sale or shares, or any contract therefor, and,
in the case of a series, the designation thereof, may, pursuant to a general
formula

<PAGE>

or method specified by the board by resolution or by adoption of a stock option
or other plan, authorize a committee to fix the terms of any contract for the
sale of the shares and to fix the terms upon which such shares may be issued or
sold, including, without limitation, the price, the rate or manner of payment of
dividends, provisions for redemption, sinking fund, conversion, and voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Florida Department of
State pursuant to the Florida General Corporation Act.

Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors. A committee, and each member thereof, shall serve at the pleasure
of the board. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.

Section J. Compensation. The board of directors shall
have authority to fix the compensation, including fees and
reimbursement of expenses of directors, for services to the
Corporation in any capacity.

Section K. Resignations. A director may resign by written
notice to the corporation. The resignation is effective upon its
receipt by the corporation or a subsequent time as set forth in the
notice of resignation.

Section L. Waiver of Notice. Attendance of a director at a special
meeting constitutes a waiver of notice of the meeting except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Directors may
also sign a waiver of notice before or after a special meeting.

ARTICLE IV.

NOTICES

Section A. Method of Notice. Whenever, under the provisions of the
statutes or of the Articles of Incorporation or of these Bylaws, written notice
is required to be given to any director, committee member or shareholder, such
notice may be given in writing by mail (registered, certified or other first
class mail) addressed to such director, shareholder or committee member at his
address as it appears on the records of the corporation, with postage thereon
prepaid. Such notice shall be deemed to be given at the time when the same shall
be deposited in a post office or official depository under the exclusive care
and custody of the United States postal service.

Section B. Waiver of Notice. Whenever any notice is required to be
given under the provision of the statutes or of the Articles of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Neither the business to be transacted at, nor

<PAGE>

the purpose of, any regular or special meeting of the shareholders, directors or
a committee, need be specified in any written waiver of notice.

ARTICLE V.

OFFICERS

Section A. Number and Qualification. The officers of the corporation
shall be chosen by the board of directors at its first meeting after each annual
meeting of shareholders. There shall be a president, a secretary and a
treasurer. The board of Directors may also create and fill the offices of
chairman of the board and vice-chairman of the board, and may choose one or more
vice-presidents, one or more assistant secretaries and assistant treasurers. Any
number of offices may be held by the same person, but the board by resolution
may require that at least two persons shall be officers for purposes of
compliance with Article VI, Section 1, hereof. The board of directors may from
time to time appoint such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the board.

Section B. Compensation. The salaries of all officers of
the corporation shall be fixed by the board of directors.

Section C. Removal, Vacancies and Resignations. The
-----------------------------------
officers of the corporation shall hold office at the pleasure of
the board of directors. Any officer elected or appointed by the
board of directors may be removed at any time by the board of
directors with or without cause whenever, in its judgment, the best
interests of the corporation will be served thereby. Any vacancy
occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the board of directors. An
officer may resign by written notice to the corporation. The
resignation is effective upon its receipt by the corporation or at
a subsequent time specified in the notice of resignation.

Section D. The President. Unless otherwise provided by resolution of
the board of directors, the president shall be the chief executive officer of
the corporation, shall preside at all meetings of the shareholders and the board
of directors (if he shall be a member of the board), shall have general and
active management of the business and affairs of the corporation and shall see
that all orders and resolutions of the board of directors are carried into
effect. The president shall execute on behalf of the corporation, and may affix
or cause the seal to be affixed to, all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation.

Section E. Vice-Presidents. The vice-presidents shall act
under the direction of the president and in the absence or
disability of the president shall perform the duties and exercise
the powers of the president. They shall perform such other duties
and have such other powers as the president or the board of
directors may from time to time prescribe. The board of directors

<PAGE>

may designate one or more executive vice-presidents or may otherwise specify the
order of seniority of the vice-presidents. The duties and powers of the
president shall descend to the vice-presidents in such specified order of
seniority.

Section F. The Secretary. The secretary shall act under the direction
of the president. Subject to the direction of the president, the secretary shall
attend all meetings of the board of directors and all meetings of the
shareholders and record the proceedings. The secretary perform like duties for
the standing committees when required; shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors; and shall perform such other duties as may be prescribed by the
president or the board of directors. The secretary shall keep in sage custody
the seal of the corporation and, when authorized by the president or the board
of directors, cause it to be affixed to any instrument requiring it. The
secretary shall be responsible for maintaining the stock transfer book and
minute book of the corporation and shall be responsible for their updating.

Section G. Assistant Secretaries. The assistant secretaries shall act
under the direction of the president. In the order of their seniority in office,
unless otherwise determined by the president or the board of directors, they
shall, in the absence of disability of the secretary, perform the duties and
exercise the powers of the secretary. They shall perform such other duties and
have such other powers as the president or the board of directors may from time
to time prescribe.

Section H. The Treasurer. The treasurer shall act under the direction
of the president. Subject to the direction of the president, the treasurer shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors. The treasurer shall disburse the funds of the
corporation as may be ordered by the president or the board of directors, taking
proper vouchers for such disbursements, and shall render to the president and
the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the corporation. The treasurer may affix or cause to be
affixed the seal of the corporation to documents so requiring the seal.

Section I. Assistant Treasurers. The assistant treasurers in the order
of their seniority of office, unless otherwise determined by the president or
the board of directors shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall perform
such other duties and have such other powers as the president or the board of
directors may from time to time prescribe.

Section J. Delegation of Duties. Whenever an officer is
absent or whenever for any reason the board of directors may deem
it desirable, the board of directors may delegate the powers and

<PAGE>

duties of an officer to any other officer or officers or to any
director or directors.

Section K. Additional Powers. To the extent the powers and duties of
the several officers are not provided from time to time by resolution or other
directive of the board of directors or by the president (with respect to other
officers), the officers shall have all powers and shall discharge the duties
customarily and usually held and performed by like officers of the corporations
similar in organization and business purposes to this corporation.

ARTICLE VI.

CERTIFICATES OF STOCK
AND SHAREHOLDERS OF RECORD

Section A. Certificates Representing Shares. The shares of stock of the
corporation shall be represented by certificates signed by, or in the name of
the corporation by, the president or a vice-president and by the secretary or an
assistant secretary of the corporation. Each holder of stock in the corporation
shall be entitled to have such a certificate certifying the number of shares
owned by him in the corporation.

Section B. Transfer Agents. Any of or all the signatures on the
certificate may be a facsimile if the certificate is countersigned by a transfer
agent or registered by a registrar other than the corporation itself or its
employee. In cash any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, if may be issued by the corporation with the same effect
as if he were such officer at the date of issue. The seal of the corporation or
a facsimile thereof may, but need not, be affixed to the certificates of stock.

Section C. Lost, Destroyed or Mutilated Certificates. The
-----------------------------------------
board of directors may direct a new certificate for shares to be
issued in place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate
of stock to be lost or destroyed. When authorizing such issue of
a new certificate, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate, or his legal
representative, to give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have
been lost or destroyed.

Section D. Transfer of Shares. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its stock transfer book for shares of the corporation.

<PAGE>

Section E. Fixing of Record Date. In order that the corporation may
determine the shareholders entitled to notice of, or to vote at, any meeting of
shareholders or any adjournment thereof, or to express consent to, or to dissent
from, a proposal without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or for the purpose of
any other action, the board of directors may fix, in advance, a date as a record
date, which shall not be more than sixty (60) days prior to any other action.
The stock transfer books of the corporation shall not be closed.

If no record date is fixed:

1. The record date for determining the shareholders of record
entitled to notice of, or to vote at, a meeting of shareholders shall be at the
close of business on the day on which notice is given, or, if not notice is
given, at the close of business on the day next preceding the day on which the
meeting is held; and

2. the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which
the board of directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

Section F. Exclusive Ownership of Shares. The corporation shall be
entitled to recognize the exclusive right of a person registered upon its stock
transfer book for shares of the corporation as the owner of shares for all
purposes, including voting and dividends, and shall not be bound to recognize
any equitable or other claim to interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Florida.

Section G. Limitation on Transfer of Shares. If the
--------------------------------
holders of a majority or more of the shares of Common or Preferred
Stock shall enter into an agreement restricting or limiting the
sale, transfer, assignment, pledge, or hypothecation or the shares
of the corporation, and the corporation shall become a party to
such agreement, the officers and directors of the corporation shall
observe and carry out all of the terms and provisions of such
agreement and refuse to recognize any sale, transfer, assignment,
pledge or hypothecation or any or all of the shares covered by such
agreement, unless it shall conform with the provisions and terms of
such agreement, provided that a copy of such agreement shall be
filed with the secretary of the corporation and be kept available
at the principal office of the corporation, and provided further,
that notice of such agreement be set forth conspicuously on the
face or back or each stock certificate.

ARTICLE VII.

INDEMNIFICATION

<PAGE>

The corporation shall indemnify, or advance expenses to, to the fullest
extent authorized or permitted by the Florida General Corporation Act, any
person made, or threatened to be made, a party to any action, suit or proceeding
by reason of the fact that he (i) is or was a director of the corporation; (ii)
is or was serving at the request of the corporation as a director of another
corporation; (iii) is or was an officer of the corporation, provided that he is
or was at the time a director of the corporation; or (iv) is or was serving at
the request of the corporation as an officer of another corporation, provided
that he is or was at the time a director of the corporation or a director of
such other corporation, serving at the request of the corporation. Unless
otherwise expressly prohibited by the Florida General Corporation Act, and
except as otherwise provided in the foregoing sentence, the Board of Directors
of the corporation shall have the sole and exclusive discretion, on such terms
and conditions as it shall determine, to indemnify, or advance expenses to, any
person made, or threatened to be made, a party to any action, suit, or
proceeding by reason of the fact that he is or was an officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as an
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. No person falling within the purview of the foregoing
sentence may apply for indemnification or advancement of expenses to any court
of competent jurisdiction.

ARTICLE VIII.

GENERAL PROVISIONS

Section A. Checks, Drafts and Bank Accounts. All checks,
--------------------------------
drafts or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons
as the board of directors from time to time designate. All funds
of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust
companies or other depositories as the board of directors may from
time to time designate.

Section B. Fiscal Year. The fiscal year of the
corporation shall be fixed from time to time by resolution of the
board of directors, but shall end on December 31st of each year if
not otherwise fixed by the board.

Section C. Corporate Seal. The board of directors may adopt a corporate
seal for the corporation. The corporate seal shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Florida." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

Section D. Corporate Minutes and Stock Transfer Book. The
-----------------------------------------
corporation shall keep within or without the State of Florida books
and records of account and minutes of the proceedings of its
shareholders, board of directors and executive committee, if any.
The corporation shall keep at its registered office or at the
office or at the office of its transfer agent within or without the
State of Florida a stock transfer book for shares of the
corporation containing the names and addresses of all shareholders,

<PAGE>

the number, class and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such stock transfer book,
books, records or minutes may be in written form or in any other form capable of
being converted into written form with a reasonable time.

Section E. Bylaw Governance Not Exclusive. These Bylaws shall govern
the internal affairs of the corporation, but only to the extent they are
consistent with law and the Articles of Incorporation. Nothing contained in the
Bylaws shall, however, prevent the imposition by contract of greater voting,
notice or other requirements than those set forth in these Bylaws.

ARTICLE IX.

AMENDMENTS

Bylaws. The Bylaws may be amended or repealed, or new Bylaws may be
adopted, by action of either the shareholders or the board of directors. The
shareholders may from time to time specify particular provisions of the bylaws
which shall not be altered or repealed by the board of directors.

<PAGE>

EMPLOYMENT AGREEMENT

This Employment Agreement ("this Agreement") is made effective as of March 15,
1998, by and between Chicken Kitchen Corporation, ("the Employer"), of 5415
Collins Avenue, Suite 305, Miami Beach, Florida 33140 and Mr. Frank Blackman,
("the Employer"), of 2830 La Paz Avenue, Cooper City, Florida 33026.

A. Employer is engaged in the business of grilled chicken
fast food restaurants.

B. Employer desires to have the services of the Employee.

C. Employee is willing to be employed by Employer.

Therefore, the parties agree as follows:

1. EMPLOYMENT & COMPENSATION. Employer shall employ Employee as a Vice President
of Franchising or as prescribed by the President & CEO. Employee accepts and
agrees to such employment, subject to the general supervision, advice and
direction of Employer and the Employer's supervisory personnel. Employee shall
also perform (i) such other duties as are customarily performed by an employee
in a similar position, and (ii) such other and unrelated services and duties as
may be assigned to Employee from time to time by Employer. A sign on bonus of
10,000 shares of "CKKC" will be given upon joining the Company. The annual
salary shall be based on $80,000.00, and paid monthly at the end of each month.
The annual compensation will include an annual bonus, based on the number of
"CK" franchises sold in the preceding 12 months period (5 "CK"=$10,000, 10
"CK"=$20,000, 15 "CK"=$40,000, 20 "CK"=$60,000), or to be determined by the
President in case the number of franchises are below 5. Also, the employee will
be included in the Company's stock option plan, with 100,000 common shares to be
issued at 0.65 cts, which is the closing price at the time of signing this
agreement. If Employee leaves the Company before the end of his employment
contract, all shares in the stock option plan will revert back to the Company. A
monthly car allowance of $750.00 will also be provided, to cover lease,
insurance and all other costs associated with the running of the car. Medical
insurance will also be paid by the Company, life insurance in the amount of
$250,000 and long term disability to age 65.

2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.

3. CONFIDENTIALITY. Employee recognizes that Employer has and
will have information regarding the following:
- products - future plans - business affairs - trade secrets -
technical matters - copyrights

<PAGE>

and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.

4. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.

5. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The
confidentiality provisions of this Agreement shall remain in full
force and effect for a 24 month period after the termination of
Employee's employment.

6. NON-COMPLETE AGREEMENT. Employee recognizes that the various items of
Information are special and unique assets of the Company and need to be
protected from improper disclosure. In consideration of the disclosure of the
Information to Employee, Employee agrees and covenants that for a period of 12
months following the termination of this Agreement, whether such termination is
voluntary or involuntary, Employee will not directly or indirectly engage in the
grilled, rotisserie, broiled, and other non-fried chicken concept. This does not
include restaurants with beef or fish as main items in concept or menu. This
covenant shall apply to the geographical area that includes United States of
America. Directly or indirectly engaging in any competitive business includes,
but is not limited to, (i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Employer for the benefit of a third party that is
engaged in such business. Employee agrees that this non-compete provision will
not adversely affect the Employee's livelihood.

7. VACATION. Employee shall be entitled to 2 weeks of paid vacation for each
year of employment beginning on the first day of Employee's employment. Such
vacation must be taken at a time mutually convenient to Employer and Employee,
and must be approved by Employer. Requests for vacation shall be submitted to
Employee's immediate supervisor 30 days in advance of the requested date such
vacation would commence.

8. HOLIDAYS. Employee shall be entitled to the following
holidays with pay during each calendar year: New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.

<PAGE>

9. TERM/TERMINATION. Employee's employment under this Agreement shall be for 2
years, beginning on March 1, 1998. If Employee wishes to terminate this
agreement, he must give 60 days notice. If Employer chooses [sic] to terminate
for anything other than cause, Employer will pay 90 days severance upon
notification of termination. If Employer terminates Employee, Employee shall
also be entitled to open 3 "CK" franchises, and will not be obligate to pay the
then current $25,000 franchise fee, for a total value of $75,000. If no
termination occurs, this contract will automatically renew itself at the end of
the 2 year period. If Employee is in violation of this Agreement, Employer may
terminate employment without notice and with compensation to Employee only to
the date of such termination. The compensation paid under this Agreement shall
be the Employee's exclusive remedy.

10. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee shall
deliver all property (including keys, records, notes, data, memoranda, models,
and equipment) that is in the Employee's possession or under the Employee's
control which is Employer's property or related to Employer's business. Such
obligation shall be governed by any separate confidentially or proprietary
rights agreement signed by the Employee.

11. NOTICES. All notices required or permitted under this
Agreement shall be in writing and shall be deemed delivered when
delivered in person or deposited in the United States mail, postage
paid, addressed as follows:

Employer:

Chicken Kitchen Corporation
Mr. Christian de Berdouare
President and CEO
5415 Collins Avenue, Suite 305
Miami Beach, Florida 33140

Employee:

Mr. Frank Blackman
2830 La Paz Avenue
Cooper City, Florida 33026

Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth below.

12. ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties and there are no other promised or
conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between
the parties.

13. AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.

14. SEVERABILITY. If any provisions of this Agreement shall be
held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become

<PAGE>

valid or enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.

15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
enforce any provision of this Agreement shall not be construed as
a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.

16. APPLICABLE LAW. This Agreement shall be governed by the laws
of the State of Florida.

Employer:
Chicken Kitchen Corporation

By:
Mr. Christian de Berdouare
President & CEO

AGREED TO AND ACCEPTED, THIS 3RD DAY OF FEBRUARY 1998

Employee:

By:
Mr. Frank Blackman

<PAGE>

CONSULTING AGREEMENT

This Agreement is made effective as of July 25, 1997, by and between Chicken
Kitchen Corporation, of 5415 Collins Avenue, Suite 305, Miami Beach, Florida
33140, and Sammut & Associates, Ltd., of 15 C County Road, Stafford ST 16 2 PU,
United Kingdom.

In this Agreement, the party who is contracting to receive services shall be
referred to as ""CKC"", and the party who will be providing the services shall
be referred to as ""S & A"".

"S & A" has an extensive background in Restaurant Management, and particularly
in the grilled chicken segment, and is willing to provide services to "CKC"
based on this background.

"CKC" desires to have services provided by "S & A".

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on July 01, 1997, "S & A"
will provide the following services (collectively, the "Services"):
General Restaurant Consulting Services, particularly in the
Operations, Human Resources & Training, Franchising, Real Estate,
Construction & Design aspects.

2. PAYMENT. "CKC" will pay a fee to "S & A" for the Services based on $1,500.00
to $2,00.00 per week. This fee shall be payable weekly, no later than 7 days
after the end of each applicable week during which Services were performed. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that "S & A" shall be entitled to payments for periods or
partial periods that occurred prior to the date of termination and for which "S
& A" has not yet been paid.

Additionally, within the next twelve months, "S& A" will be paid a lump sum of
$1,000,000.00 (one hundred thousand dollars) together wit 200,000 of restricted
common shares of "CKC" that were already issued by the Company's treasury.

3. TERM/TERMINATION. This Agreement may be terminated by either
party upon 90 days written notice to the other party.

4. RELATIONSHIP OF PARTIES. It is understood by the parties that
"S & A is an independent contractor with respect to "CKC", and
not an employee of "CKC". "CKC" will not provide fringe
benefits, including health insurance benefits, paid vacation,
or any other employee benefit, for the benefit of "S &A".

5. ASSIGNMENT. "S &A"'s obligations under this Agreement may not
be assigned or transferred to any other person, firm, or
corporation without the prior written consent of "CKC".

<PAGE>

6. INTELLECTUAL PROPERTY. The following provisions shall apply
with respect to copyrightable works, ideas, discoveries,
inventions, applications for patents, and patents (collectively,
"Intellectual Property"):

7. CONFIDENTIALITY: "S & A" recognizes that "CKC" has and will
have the following information:

- products
- future plans
- business affairs
- trade secrets
- Manual Of Operations (M.O.P.)

and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of "CKC" and need to be protected from
improper disclosure. In consideration for the disclosure of the Information, "S
& A" agrees that "S & A" will not at any time or in any manner, either directly
or indirectly, use any Information for "S & A"'s own benefit, or divulge,
disclose, or communicate in any manner Information to any third party without
the prior written consent of "CKC. "S & A" will protect the Information and
treat it as strictly confidential. A violation of this paragraph shall be a
material violation of this Agreement.

8. CONFIDENTIALITY AFTER TERMINATION. The confidentiality
provisions of this Agreement shall remain in full force and effect
after the termination of this Agreement.

9. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of "CKC" that need to be protected from disclosure,
and in consideration of the disclosure of the Information, "S & A" agrees and
covenants that for a period of 24 months following the termination of this
Agreement, whether such termination is voluntary or involuntary, "S & A" will
not directly or indirectly engage in any business competitive with "CKC". This
covenant shall apply to the geographical area that includes all of the States of
the United States of America and the United Kingdom. Directly or indirectly
engaging in any competitive business includes, but is not limited to, (i)
engaging in a business as owner, partner, or agent, (ii) becoming an employee of
any third party that is engaged in such business, or (iii) becoming interested
directly or indirectly in any such business, or (iv) soliciting any customer of
"CKC" for the benefit of a third party that is engaged in such business. "S & A"
agrees that this non-compete provision will not adversely affect the livelihood
of "S & A".

10. RETURN OF RECORDS. Upon termination of this Agreement, "S & a" shall deliver
all records, notes, memoranda, models, and equipment of any nature that are in
"S & A"'s possession or under "S & A's control and that are "CKC's property or
relate to "CKC"'s business.

<PAGE>

IF for "CKC":

Chicken Kitchen Corporation
Mr. Christian de Berdouare
President & C.E.O.
5415 Collins Avenue, Suite 305
Miami Beach, Florida 33140

IF for "S & A":

Sammut & Associates, Ltd.
Mr. Lawrence G. Sammut
Managing Director
15 C County Road
Stafford ST 16 2 PU, United Kingdom

Such address may be changed form time to time by either party by providing
written notice to the other in the manner set forth above.

12. ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties and there are no other promises or
conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between
the parties.

13. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.

14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for an reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.

<PAGE>

16. APPLICABLE LAW. This Agreement shall be governed by the laws
of the State of Florida.

Party receiving services:
Chicken Kitchen Corporation

By:
Chicken Kitchen Corporation

Party providing services:

By:
Sammut & Associates, Ltd.
Managing Director