CHICKEN KITCHEN CORP, 10SB12G/A, 2000-02-08

CHICKEN KITCHEN CORP
10SB12G/A, 2000-02-08
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U.S. Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-SB
AMENDMENT #2

GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the Securities Exchange Act of 1934

CHICKEN KITCHEN CORPORATION
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(Name of Small Business Issuer in its charter)

FLORIDA 59-3283225
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)

5415 COLLINS AVENUE, SUITE 305, MIAMI BEACH, FLORIDA 33140
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(Address of principal executive offices)

Issuer's telephone number: (305) 867-4433

Securities to be registered under Section 12(b) of the Act:

NONE

Securities to be registered under Section 12(g) of the Act:

CLASS A COMMON STOCK

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Chicken Kitchen Corporation ("CKC", the "Company", or We) is filing
this Form 10-SB on a voluntary basis to register its common stock and thus
become a reporting company pursuant to Section 12(g) of the Securities Exchange
Act of 1934. We anticipate continuing to file period reports under Section 12
(g) in the event our obligation is suspended in order to fulfill of obligation
to make current information available to the public.

We (Chicken Kitchen Corporation) own and operate six (6) restaurants in
leased premises featuring marinated grilled chicken and other menu items.
Additionally as of January 10, 2000, the Company has sold eight (8) franchises.
All restaurants operate under similar proprietary trade and service marks,
including design and distinctive logos and trade dress.

Chicken Kitchen Corporation was originally incorporated in the State of
Florida in November 1994, as Chicken Acquisition Corporation ("CAC"). The
corporate office is located at 5415 Collins Avenue, Suite 305, Miami Beach,
Florida 33140. The Company's telephone number is (305) 867-4433 and the fax
number is (305) 867-4485.

RISK FACTORS

We have identified the following specific Risk Factors, which should be
considered by shareholders and potential shareholders:

LOSSES INCURRED IN OPERATIONS/MODIFIED ACCOUNTANT'S REPORT. We have
incurred losses from operations since inception and we had a working capital
deficit of $763,219 as of September 30, 1999. Our independent accountant's have
modified their report on our financial statements to reflect doubt as to our
ability to continue as a going concern. Our expenses are currently greater than
our revenues. Our ability to operate profitably depends upon increasing our
sales or reducing expenses in order to achieve sufficient gross profit margin.
We cannot assure that we will achieve profitability in the future.

ABILITY TO CONTINUE AS A GOING CONCERN. In view of the continuing
losses incurred in the operations of the Company, the Company may be unable to
continue operating as a going concern without additional financing. There is no
assurance that additional financing will be obtained.

DISPUTE WITH PREFERRED STOCKHOLDERS. We issued 4,000 shares of Series A
Convertible Preferred Stock. Each share is convertible into Class A common
stock. The number of shares of common stock that may be issued upon conversion
of a Convertible Preferred Stock depends upon the market price of our Common
Stock at the time of conversion. Under a proposed settlement of litigation with
substantially all of our Preferred Stockholders, the Preferred Stock will be
converted into approximately 13,806,000 shares of Class A common stock
representing approximately 54% of the total outstanding Class A common stock
after such conversion. The Settlement Agreement with the Preferred shareholders
provides that if certain events of default occur, as defined, the Company would
be obligated to deliver a note to the holders of the Series A preferred stock
(who will then only own common stock) in exchange for the return of their
restricted Class A common stock to the Company, along with documents supporting
the sale of any of the exchanged common stock. The redemption would be subject
to the limitations of the Florida Business Corporation Act covering common stock
redemptions. If the redemption

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provisions of this settlement are triggered, it is unlikely that the Company
could raise additional capital with the sale of equities and securities due to
the redemption obligations to the Preferred shareholders.

The removal of the Company as a security trading on the OTCBB for a
period exceeding 120 consecutive days constitutes an event of default. The
Company was de-listed on October 21, 1999; therefore, the Company is required to
regain listing by February 18, 2000 in order to avoid being in default. If the
Company is unable to achieve re-listing by February 18, 2000, the amount of the
note issued to the former preferred shareholders would approximate $5,600,000.
The note would be due on the later of 60 days from the event of default or the
return of all shares held by the former preferred shareholders. Management is
presently exploring alternatives to cure the event of default or obtain sources
of additional financing. There can be no assurance that the Company will regain
listing by February 18, 2000, or that the event of default can be cured.
Furthermore, there can be no assurance that the Company will be able to obtain
new financing. Under these circumstances, the Company's ability to continue as a
going concern depends upon the successful resolution of these matters.
Accordingly, the accompanying financial statements do not include any
adjustments that might result from the outcome of this significant uncertainty.

DEPENDENCE ON KEY MANAGEMENT. We have only a few key officers and
directors. If any of them should leave our Company, this could have an adverse
effect on our business and prospects.

CONFLICT OF INTEREST. The Company has entered into several transactions
with entities controlled by its President who is also its sole director. These
transactions are set forth in "Item 7 - Certain Relationships and Related
Transactions" herein.

OTHER PENDING LITIGATION. The Company is subject to other pending
litigation arising out of the operation of its business. If any of such
litigation was to be decided adversely against the Company, it could result in a
judgment which the Company could not pay and which might require the Company to
curtail its operations or seek the reorganization of its business.

BACKGROUND

On November 21, 1995, we opened our first Chicken Kitchen(R) restaurant
in the food court of the Aventura Mall, located in North Miami, Florida. All
restaurants offer marinated grilled chicken and other complimentary menu items
including fresh salads, rice, baked potatoes, beans, corn, fruit salad, soups,
sauces, desserts and beverages, and operate under the trade name Chicken
Kitchen(R). "CKC" owns all service marks, trademarks, designs and logos,
operations manual, trade dress, marinating formulas, sauces and recipes. In
December 1996, the Company and Chicken Kitchen Corporation, a Delaware
predecessor company ("CK of Delaware"), owned by the founder and CEO, Mr.
Christian de Berdouare, consummated the Agreement and Plan of Reorganization,
which was entered into on November 30, 1996 (the "Agreement"). Pursuant to the
"Agreement", "CKC" purchased substantially all the assets of "CK of Delaware" in
exchange for 5,100,000 shares of the Company's Common Stock. Mr. de Berdouare,
as the sole owner of "CK of Delaware", thus gained control of the Company upon
consummation of the transactions contemplated by the "Agreement". Subsequently
the Company changed its name to Chicken Kitchen Corporation, a Florida
corporation, and "CK of Delaware" changed its name to Chicken Liquidating
Corporation.

On January 3, 1997, Ambassa Holdings, Inc. (an affiliate owned by the
President, who is the Principal Stockholder of the Company), acting for the
benefit of the Company, utilizing $229,899 advanced by the company, purchased a
55% ownership interest (for $229,899) in Patty & Cesar's Food Service, Inc.
("P&C"), pursuant to the terms of an agreement for sale of shares by
shareholders dated

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November 15, 1996. "P&C" held a franchise in a competing restaurant chain, and
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 Company's balance sheet at March 31, 1997 and
the loan was repaid in full, by the assignment of its 55% ownership to the
Company in September 1997. In November 1997, the Company acquired the remaining
45% for $85,000 and the issuance of 15,000 shares of the Company's common stock
valued at $0.65 per share ($9,750 in the aggregate), representing management's
estimate of the fair market value of the common stock on the date of issue after
considering trading restrictions and the stock's thin trading. As Ambassa
Holdings, Inc. was acting as the company's agent in this transaction, for no
consideration, there were no repayment terms (other that the assignment of any
interest in "P&C" acquired to the Company), and no written agreement. The
transaction has been accounted for under the purchase method of accounting. The
total cost of the acquisition of $320,000, not including net cash acquired of
$19,858, was allocated to equipment ($128,000), leasehold interest ($100,000),
other assets ($22,000), net liabilities ($110,000) and was based on fair values
with the excess cost ($180,000) being amortized over 10 years.

In November 1997, "CKC" acquired the assets of two additional
restaurants, operated as "Starr's Chicken Grill located in South Miami and
Kendall, from an independent seller for $1,382,000, not including net cash
acquired of $2,250. The stores are located at 7315 SW 57th AVE South Miami Fl,
33143 and 9067 SW 107 AVE Miami Fl, 33173. The transaction has been accounted
for under the purchase method of accounting. The cost of the acquisition was
allocated to equipment ($220,000), leasehold interest ($300,000), other assets
($21,000) and was based on fair values with the excess cost ($841,000) being
amortized over 10 years.

In February 1998, we acquired a restaurant (Bayside Marketplace, Miami
Fl.) from Danalex Corporation for $330,000 and the issuance of 170,000
restricted shares of the Company's Class A common stock. 35,000 shares (issued
in March 1997) were valued at $0.33 ($11,550 in the aggregate and representing
the price used for the Company's private placement in December 1996, as the
Company did not begin trading until June 1997). The remaining 135,000 shares
were valued at $0.65 (representing management's estimate of the fair market
value of the Company's Class A common stock on the date of issue after
considering trading restrictions and the stock's thin trading). In March 1999,
in accordance with the acquisition agreement, an additional 135,000 shares of
Class A common stock were issued as the market value of the Class A common stock
was less than $2.00 per share at the one-year anniversary date of the closing.
The February 1998 acquisition was accounted for in accordance with EMERGING
ISSUES TASK FORCE 97-15 "CONTINGENCY ARRANGEMENTS BASED ON SECURITY PRICES IN
PURCHASE BUSINESS COMBINATIONS", which takes into consideration the shares which
were issued in March 1999. The cost of the acquisition of $517,000, not
including net cash acquired of $500, was allocated to equipment ($28,000),
leasehold interest ($30,000), other assets ($4,700), net liabilities ($3,800),
and was based on fair values with the excess cost ($458,100) being amortized
over 10 years. This store was operated as "Chick-to Chick" and is located at
Bayside Marketplace, Miami.

We are not currently contemplating further acquisitions of stores.

RESTAURANT OPERATIONS

Our restaurants feature a menu focused on marinated 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 the focus on grilled chicken capitalizes on the current 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.

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Our restaurants use fresh whole chickens, top grade produce and freshly
prepared rice, salads, soups, and homemade sauces and dressings, which are
prepared fresh daily in each restaurant. We maintain stringent quality standards
for the preparation and service of all food items. We believe that the menu
emphasis on freshness and quality, as well as its focus on grilled chicken, will
appeal to an increasingly health-conscious consumer who desire a wholesome and
healthy alternative to the fare served at other quick-service restaurants.

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

A premium is placed on quick-service and customer convenience. The
restaurants are typically open for lunch and dinner, seven days a week from
11:00 a.m. to 10:00 p.m. In addition to eat-in service, all the restaurants
offer take-out, delivery and catering services 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.

Our restaurants feature an attractive interior decor and exterior
design that 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. The restaurants are also designed to
conveniently serve a high volume of customer traffic while retaining an
inviting, casual atmosphere.

FRANCHISE PROGRAM

Eight franchises have been sold through January 10, 2000, one of which
was sold prior to FYE March 31,1999. The primary criteria considered by us in
the review and approval of franchisees is prior experience in operating
restaurants or other comparable business experience, and capital available for
investment.

The current franchise fee is $25,000, payable $10,000 on signing the
Uniform Franchise Offering Circular ("UFOC"), and $15,000 when the premises
lease is signed. The term of the franchise agreement is twenty years. The
Company believes that the twenty-year term is standard in the fast-food segment
of the restaurant industry. The principal terms are as follows:

Royalty: 4% of net sales paid to the Company weekly.

Advertising fees: 4% of net sales paid to third parties.

Capital investment: $225,000 to $400,000 paid to third parties
for leasehold improvements, furniture,
fixtures, equipment, inventory, training,
marketing, and working capital.

Our future growth plans will be focused on selling and maintaining a
qualified franchise restaurant group as well as adding additional Company store
locations. We are building 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 our franchise program.
New franchisees will be required to complete a four-week program that features
various aspects of day-to-day operations and certification in all aspects of
restaurant operations. The program consists of formal classroom training and
in-restaurant training, including human resources, accounting, purchasing and
labor and food handling laws. Standard operating manuals are provided to each
franchisee. The franchise

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agreement requires franchisees to operate their restaurants in accordance with
our standards and operating procedures. Ongoing advice and assistance is
provided to franchisees in connection with the operation and management of each
restaurant.

SUPPLIERS

The Company and its franchisees purchase all of its supplies from
pre-approved suppliers. We believe that alternative suppliers for our supplies
are readily available. We do not have long term supply contracts. Our main
suppliers are, Cheney Brothers Inc., Martin Poultry, Inc., Coca Cola of South
Florida, Daily Bread, Inc., Better and Nice Produce, Inc.

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 managers and hourly paid employees can also adversely affect the fast
food restaurant industry. Multi-unit restaurant chains 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. We compete 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 our sales, earnings and growth. There
can be no assurance that we will be able to compete effectively against our
competitors.

In addition, with respect to the sale of franchises, we compete with
many franchisors of restaurants and other business concepts for qualified and
financially capable franchisees.

REGULATION

We are 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. We are 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. We believe that we are
in compliance with such laws, and that our Restaurants have all applicable
licenses as required by governmental authorities. We are 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. We believe that we are in compliance with the applicable franchise
disclosure and registration regulations of the FTC and the various states in
which we operates.

While we intend to comply with all federal, state and foreign laws and
regulations, there can be no assurance that we will continue to meet the
requirements of such laws and regulations, which, in turn,

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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
our ability to successfully market 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 our operations.

EMPLOYEES

As of January 10, 2000, we had approximately 157 full time and part
time staff, all at the restaurant level, and eight administrative employees.

TRADEMARKS

We market several menu item products under our Chicken Kitchen
Trademark, trade name and design logos, our Chop-Chop trade name, and other
trademarks under registration with the US Patent and Trademark Office. We have
received trademark and service mark protection of these names and related
designs logos from the USPTO and consider these trademarks and service marks to
be important to our business.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

We are engaged in the business of operating six Chicken Kitchen
restaurants and have sold eight franchises through January 10, 2000. All eight
franchises sold to date are expected to be opened during fiscal year 2000. It
takes approximately six to eight months to open a new restaurant. A portion of
the Initial Franchise Fee is refundable, if the franchisee does not sign a lease
within 120 days of signing the UFOC. The full franchise fee ($25,000) is
recognized only when the franchise restaurant is opened, and not when the
Initial Franchise Fee is collected. Additionally, the Company receives a 4%
royalty based on the weekly sales. The recognition of franchise fees and
franchise royalties may fluctuate from quarter to quarter since we do not
directly control the timing of franchise openings or signing of franchise
agreements. We are continuing to develop a larger corporate infrastructure to
manage and administer the growth of our franchise program.

We are subject to the special risks attendant to 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, our operating results could be materially adversely
affected in any operating period.

RESULTS OF OPERATIONS

YEAR ENDED MARCH 31, 1999 COMPARED TO THE YEAR ENDED MARCH 31, 1998

Food and beverage sales ("Sales") for the year ended March 31, 1999
increased by $4,462,358 to $6,676,497 from $2,214,139 in the prior year, for an
increase of 201%. This was primarily attributed to one restaurant that opened in
fiscal 1999 and three restaurants in operation for the entire current fiscal
year compared to five months in the prior year for two restaurants and one month
for the third. Of the six

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restaurants in operation at the end of the current year, all were operational
for the full year, except one, which was opened for only seven months, starting
August 1998.

On a pro forma basis, food and beverage sales for the year ended March
31, 1999 increased by $265,497 to $6,676,497 from pro forma $6,411,000, for a
pro forma increase of 4.14%. The increase was primarily attributed to Increased
customer acceptance and awareness.

Cost of sales consists of the cost of chicken, food, produce, beverage
and paper costs. Cost of sales for the year ended March 31, 1999 increased by
$1,807,822 to $2,840,796 from $1,032,974, for an increase of 175%. As a
percentage of Sales, cost of sales decreased to 42.5% compared to 46.7% in
fiscal 1998. This improvement was the result of operational controls and systems
that were put in place during fiscal 1999.

On a pro forma basis, cost of sales for the year ended March 31, 1999
decreased by $93,843 to $2,840,796 from pro forma $2,934,639, for a pro forma
decrease of 3%. The decreased was primarily attributed to improved operating
efficiencies.

Labor and employee benefits which consists of wages, payroll taxes, and
other benefit and insurance costs for restaurant salaried and hourly employees
increased $1,596,669 to $2,307,594 from $710,925, for an increase of 225%. As a
percentage of Sales, labor and employee benefits increased 2.5% to 34.6% in the
1999 fiscal year compared to 32.1% in the prior fiscal year. This increase was
attributable to the higher personnel costs associated with the opening of an
additional restaurant and the competitive nature of the restaurant labor market.
If the minimum wage is increased during the fiscal year ending March 31, 2000,
it will have a moderately adverse effect on the restaurant payroll expense due
to the large number of hourly employees on the payroll.

On a pro forma basis, labor and employee benefits for the year ended
March 31, 1999 increased by $254,178 to $2,307,594 from pro forma $2,053,416,
for a pro forma increase of 12%. The increase was primarily attributed to
increased labor staffing to better serve customers and decrease service times.

Direct operating expenses, consisting of all restaurant-operating costs
other than cost of sales and payroll expenses and include occupancy costs,
utilities and other direct costs, increased $560,862 to $850,361 from $289,499,
for an increase of 194%. As a percentage of Sales, these expenses decreased by
0.4% to 12.7% of sales from 13.1%.

On a pro forma basis, direct operating expenses increased $27,124 to
$850,361 from pro forma $823,237, for a pro forma increase of 3%.

Administrative and general expenses increased by $190,947 to $877,560
from $686,613, for an increase of 28%. This increase is primarily attributable
to increases in corporate payroll necessitated by the greater number of
company-owned stores and in the hiring of human resources that will support our
franchising growth. Contributing to the increase were legal fees incurred with
the acquisition of assets. In addition, higher advertising and promotional
expenses were incurred to promote the Chicken Kitchen brand.

On a pro forma basis, administrative and general expenses decreased by
$81,975 to $877,560 from pro forma $959,535, for a pro forma decrease of 9%.
This decrease was primarily attributable to savings associated with staff
reorganizations.

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Depreciation and amortization increased by $240,536 to $375,563 from
$135,027, for an increase of 178%. The increase was attributable to the full
year's depreciation and amortization in fiscal 1999 of business and assets
acquired in late fiscal 1998.

On a pro forma basis, depreciation and amortization increased by
$15,155 to $375,563 from pro forma $360,408, for a pro forma increase of 4%.
This increase was due primarily to the larger equipment purchases associated
with new units.

Security gains of $130,546 are included in other income (expense) in
fiscal 1999; there were none in the prior fiscal year. The prior fiscal year did
include a $71,550 recovery of merger costs previously written-off. We do not
expect to achieve a similar level of security gains in the future.

The reduction in net loss from $1,362,642 to $550,948, a 60% decrease,
is primarily attributed to the reduction in consulting fees of $695,896 which
were incurred in the prior year. Net loss per common share was $0.07 in the
current year compared with a net loss per common share of $0.14 in the prior
year.

YEAR ENDED MARCH 31, 1998 COMPARED TO YEAR ENDED MARCH 31, 1997

Food and beverage sales ("Sales") in the year ended March 31, 1998 were
more than double those in the year ended March 31, 1997. The primary reason for
the sales increase was the growth in locations from one restaurant in fiscal
1997 to five location (including two location established in November 1997) by
the end of fiscal 1998. Cost of sales was 46.7% of Sales in fiscal 1998,
compared to 45% in fiscal 1997. The increase was due to increases in the price
of chicken and produce.

Other operating expense increased significantly in fiscal 1998,
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, we expensed consulting fees of
$799,888 in fiscal 1998 in connection with various consulting agreements in
fiscal 1998. Rent expense did not substantially increase since we assumed older
existing long-term leases.

The net loss for fiscal 1998 was $1,362,642 or $668,779 greater than in
fiscal 1997. The difference was almost entirely attributable to the higher
consulting fees in fiscal 1998. Net loss per share was $0.14 in fiscal 1998,
compared to $0.11 in fiscal 1997. We do not expect that we will incur a similar
level of consulting fees in the future.

SIX MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO SIX MONTHS ENDED
SEPTEMBER 30, 1998

Food and beverage sales ("Sales") for the six months ended September
30, 1999 increased by $792,420 to $3,817,199 from $3,024,779 in the comparable
period for an increase of 26.2%. This was due to same store sales increase and
an additional restaurant, this was opened for the entire quarter in 1999.

Cost of sales decreased as a percentage of Sales to 40.4% compared to
45.2% in the comparable six-month period of the prior year. This decrease was
due to operational controls and systems that were put in place during the
current period.

Labor and employee benefits, which consists of wages, payroll taxes and
other benefits and insurance costs for restaurant's salaried and hourly
employees decreased 4% as a percentage of Sales to 29.4% in the 1999 quarter
compared to the prior year's quarter. This decrease was due to operational
controls and systems that were put in place during the quarter.

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Direct operating expenses consist of all restaurant-operating costs
other than cost of sales and payroll expenses and include occupancy costs,
utilities and other direct costs. These expenses increased by 4.6% to 16.4% of
Sales from 11.8%.

Administrative and general expenses for the 1999 six-month period
increased by $286,990 when compared to the comparable 1998 period. The increase
is primarily attributable to increases in corporate payroll necessitated by the
greater number of company-owned stores and in the hiring of human resources that
will support our franchising growth. Contributing to the increase were legal and
professional fees. In addition, higher advertising and promotional expenses were
incurred to promote the Chicken Kitchen brand.

The increase in depreciation and amortization of $16,935 to $198,659
was attributed to an additional restaurant in the 1999 period.

Securities gains of $7,075 are included in other income (expense) in
the six-month period ended September 30, 1999. We do not anticipate gains from
securities activities in the future. The increase in the net loss from $388,180
to $440,802 is primarily attributed to the increased investment in human
resources to support future growth and franchising activity.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1999, the Company had cash on hand of $183,430,
short-term securities of $150,775 and other current assets of $140,874, for
total current assets of $475,079. Total current liabilities are $829,135, and
are comprised of $345,892 in accounts payable, $379,840 in accrued expenses, and
$103,403 in a Note Payable. We had no long-term debt. As of March 31, 1999 and
1998, we had working capital (deficit) of ($354,056) and $80,592 respectively.
In November 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 three new
restaurants, a remaining 45% interest in a fourth restaurant, to repay a
$600,000 bridge loan, to retrofit the sixth company-owned restaurant and for
working capital.

As of September 30, 1999 the working capital deficit increased by
$409,163 primarily as a result of an increase in accounts payable as a result of
continuing losses and an increase in sales in the June 1999 and September 1999
quarters compared to the March 1999 quarter. Also contributing to the working
capital decrease was an advance to an affiliate of $116,873. Included in current
liabilities is a note payable of $112,403 (original note plus accrued interest)
that the Company expects to satisfy by the issuance of the Company's common
stock as noted below. The advance to affiliate is evidenced by a promissory note
due December 31, 2001 with interest at 12% per annum from March 31, 1999. Such
promissory note is secured by certain assets of the affiliate. Up to $100,000 of
such note may be repaid in the form of advertising through Entrepreneur Media,
Inc., including Entrepreneur Magazine an unaffiliated media company. The purpose
of this advance was for the Company to make a short-term interest-bearing loan
for which the Company believes it will receive an above-market return.

The current payables as of September 30, 1999 include Note Payable to
Cafe 1429 which was incurred in January 1998 in connection with the purchase by
the company of the assets of a restaurant in Miami Beach, Florida. As security
for the repayment of this note, the Company issued and delivered to legal
counsel for the seller of the purchased assets as escrow agent, 100,000 shares
of its restricted Class A common stock. The Company believes that pursuant to
the documents governing the transaction, it has the right to repay the note in
full with this escrowed stock, regardless of its aggregate value as of the

9
<PAGE> 11

note's January 1999 maturity. The seller of the assets is contesting the payment
terms of this Note, claiming an entitlement to be paid in cash. A description of
this pending litigation is set forth in Part II Item 2, hereof, entitled Legal
Proceedings. Accordingly, the final payment terms are not yet determinable,
causing the current payable classification.

LOSSES INCURRED IN OPERATIONS/MODIFIED ACCOUNTANTS' REPORT

We have incurred losses from our operations since inception and we had
a working capital deficit of $354,056 at March 31, 1999. Our independent
accountants have modified their report on our financial statements to reflect
doubt as to our ability to continue as a going concern.

We currently operate six restaurants and have recently commenced
franchising operations. Management believes that cash on hand and cash generated
from operations together with Franchise Fees and Royalty payments will be
sufficient to fund operations. 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.

We have no arrangements or understandings with respect to additional
financing, and any expansion of the Company's restaurants could require that the
Company's raise additional funds. In addition, expansion of the Company's
restaurant and franchising expectations may require additional capital. There
can be no assurance that the Company will be able to continue to expand or to
obtain sufficient capital in the future, nor the terms on which capital may be
obtained. The Company has no lines of credit available to it at this time.

Y2K RISK

DESCRIPTION. The Year 2000 ("Y2K") issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs or hardware that have
date-sensitive software or embedded computer chips may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations, which could disrupt the Company's normal business
activities.

The Company has established a plan to prepare its systems for the Y2K
issue as well as to reasonably assure that its critical business partners are
prepared. The phases of the Company's plan to resolve the Y2K issue involve
awareness, assessment, remediation, testing and implementation. To date, the
Company has completed its assessment of all internal systems that could be
significantly affected by the Y2K issue. Based upon its assessment, the Company
has determined that it will be required to modify or replace portions of its
software primarily related to customized interfaces between its financial
systems and other applications. The Company believes that with modifications or
replacements of the identified software programs, the Y2K issue can be
mitigated. However, if all additional phases of the Y2K plan are not completed
timely, the Y2K issue could have a material impact on the operations of the
Company. In addition, the Company is in the process of gathering information
about the Y2K compliance status of its key third party business partners.

10
<PAGE> 12

STATUS. The Company's internal information technology exposures are
primarily related to financial and management information systems. As of
December 31, 1999 the Company has completed the remediation and replacement of
existing software.

The Company's non-Information Technology systems consist primarily of
restaurant operating equipment including its point-of-sale systems. The initial
assessment of these systems has indicated that modification or replacement will
not be necessary as a result of the Y2K issue. As such, the Company is not
currently remediating this operating equipment. However, the existence of
embedded technology is by nature more difficult to identify.

SIGNIFICANT THIRD PARTIES. The Company's significant third party
business partners consist of suppliers and banks. The Company does not have any
significant system interfaces with third parties.

RISKS AND CONTINGENCY PLANS. Management of the Company believes it has
an effective plan in place to address the Y2K issue in a timely manner. However,
due to the forward-looking nature and lack of historical experience with Y2K
issues, it is difficult to predict with certainty what will happen after
December 31, 1999. The Company plans to make diligent efforts to assess the Y2K
readiness of its significant business partners and will develop contingency
plans for critical areas where it believes its exposure to Y2K risk is the
greatest. However, despite the Company's efforts, it may encounter unanticipated
third party failures, more general public infrastructure failures or a failure
to successfully conclude its remediation efforts as planned. If the remaining
Y2K plan is not completed timely, in addition to the implications noted above,
the Company may be required to utilize manual processing of certain otherwise
automated processes primarily related to employee compensation and cash
management.

We have reviewed the computers and software used in our business and
have determined that they are not affected by the Y2K Computer Problem. Our
major suppliers have assured us that our supplies will not be interrupted due to
the Y2K Computer Problem. We could be adversely affected if there is loss of
electrical power due to the Y2K Computer Problem.

As of January 25, 2000 no problems have been encountered.

ITEM 3. PROPERTIES

We own and operate the following restaurants. All restaurant premises
are leased from independent landlords. The corporate office is leased from the
Company's Chairman and President on an month to month oral lease.

<TABLE>
<CAPTION>
LEASE
EXPIRATION
STORE NO. LOCATION SQUARE FEET MONTHLY LEASE PAYMENT DATE
- --------- -------- ----------- --------------------- ----------
<S> <C> <C> <C> <C>
1 Red Road, 1,100 $2,649 8/2019
South Miami

2 Arthur Godfrey Rd. 1,400 $3,826 11/2006
Miami Beach

3 Kendall Mall 1,600 $4,704 10/2004
West Miami

4 Aventura Mall 750 $6,405 10/2005
North Miami

5 Bayside Marketplace 700 $8,968 10/2005
Downtown Miami

</TABLE>

11
<PAGE> 13

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
6 Washington Avenue 3,200 $7,466 3/2018
Miami Beach

OFFICE 5415 Collins Avenue 750 $2,500 Monthly
Suite 305
Miami Beach

</TABLE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information relating to the beneficial
ownership of our Class A and Class B Common Stock as of January 25, 2000 by (i)
each person known by us to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock (ii) each of our directors and executive
officers, and (iii) all of our directors and executive officers as a group.

Amount and
Title of Name and Address Nature of Percentage
Class of Beneficial Owner Beneficial Owner of Class
- -------- ------------------- ---------------- --------
<S> <C> <C> <C>
Class A Christian Mahe de Berdouare (1) 4,385,000 34.23%
President and Chief Executive Officer
5415 Collins Ave #305
Miami, FL 33140

Class B Christian Mahe de Berdouare (1) 1,000,000 98.14%
Director, President and
Chief Executive Officer
5415 Collins Ave #305
Miami, FL 33140

Class A Joseph A. Remsa Jr. (2) 200,000 1.66%
Executive Vice President
5415 Collins Ave #305
Miami, FL 33140

Class A Frank Blackman (3) 110,000 .92%
Vice President Franchising
Secretary
5415 Collins Ave #305
Miami, FL 33140

Class A Alan Barton (4) 22,675 .19%
Vice President Training
5415 Collins Ave #305
Miami, FL 33140

Class A Stratcomm Media, Ltd. 690,000 5.84%
1947 Lee Road
Winter Park, FL 32789

Class A All Directors and Officers as
A Group (5 persons) 4,717,675 36.65%
</TABLE>

(1) Includes 800,000 shares of Class A common stock which may be acquired
on exercise of outstanding common stock purchase options at $0.33 for 5
years. Represents shares of Class B common stock which may be converted
into Class A common stock at the holder's option. Does not include
500,000 shares of Class B common stock owned by Mr. Mahe de Berdouare's
spouse to which he disclaims any beneficial interest.

12
<PAGE> 14

(2) Includes 200,000 shares of common stock issuable upon exercise at $.14
per share for 5 years.

(3) Includes 100,000 shares of common stock issuable upon exercise of
option at $0.65 per share for 5 years.

(4) Includes 22,675 shares of common stock issuable upon exercise of option
at $.4343 per share for 5 years.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE PERSONS.

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

NAME POSITION
---- --------

Christian Mahe de Berdouare President, Chief
Executive Officer and Director

Frank Blackman Vice President of Franchising
and Secretary

Joseph A. Remsa Jr. Executive Vice President

Alan Barton Vice President of Training and
Human Resources

Joseph King Vice President of Purchasing

PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR: CHRISTIAN MAHE DE BERDOUARE

Mr. de Berdouare, age 43 has been President, Chief Executive Officer,
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 "CK of Delaware". From January 1984 to
December 1996, Mr. de Berdouare was the Founder, President and Director of
Chicken Kitchen, Ltd., Chicken Kitchen 52 OLP, Inc., Chicken Kitchen Corporation
of Delaware, all predecessor companies that operated as Chicken Kitchen(R)
restaurants in New York City and Miami. Prior to 1984, Mr. de Berdouare was a
Vice President, and founder of the Soft Commodities desk, at the London office
of Drexel Burnham Lambert, Inc. Subsequently, Mr. de Berdouare was hired by
France's largest commodities trading firm, Interagra, S.A., to establish their
Soft Commodities operation, which he left a few years later, to start his own
International Trading Operation, in Paris.

13
<PAGE> 15

VICE PRESIDENT & SECRETARY: FRANK BLACKMAN

Mr. Blackman, age 44, has been Vice President of Franchising and
Secretary since March 1997. Mr. Blackman was Director, Marketing Sales Training
and Performance Improvement of Republic Industries from 1997 to 1998. From 1991
to May 1997, he was Director, Training and Development, for Triarc Restaurant
Group, Arby's subsidiary. Mr. Blackman was Director, Training, 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.

EXECUTIVE VICE PRESIDENT: JOSEPH A. REMSA, JR.

Mr. Remsa, age 49, has had a restaurant career encompassing both senior
level executive positions with restaurant franchisors and franchisees as well as
entrepreneurial ventures as concept founder and franchisee. Mr. Remsa has been
associated with Pizza Hut (National Pizza Company) as regional Vice President;
Sonic Restaurants as Director of Development and Franchisee; Sizzler as South
Florida Franchisee; Waffle House (Columbia Foods) franchise Vice President; and
most recently Offerdhal's Bagel Gourmet where he participated in the formative
merger, concept creation, and IPO of Einstein Brothers Bagels. Mr. Remsa is an
Adjunct Professor and Doctoral student at Florida Atlantic University in Boca
Raton, Florida. He has a MBA and BA degree in Economics from the University of
South Florida.

VICE PRESIDENT OF TRAINING AND HUMAN RESOURCES: ALAN BARTON

Alan Barton, age 36, recently joined the Company from his position with
Pollo Tropical, Inc., from 1995 to 1999, where he was responsible for opening
the company's franchised units and most recently served as Manager of the
Training Design and Delivery. Mr. Barton held similar posts at Arby's, Inc. from
1991 to 1994, where he first managed the franchising function for the
Northeastern US and then the State of Florida. Prior to Arby's, Inc., Alan
worked at the delivery division for Pizza Hut, Inc., of PepsiCo. Mr.
Barton has a Bachelor of Science degree in Personnel Management from Florida
State University.

VICE PRESIDENT OF PURCHASING: JOSEPH KING

Joseph King, age 58, has been Vice President of Purchasing since March
15, 1999. He was Director of Purchasing and R&D for Pollo Tropical Inc. from
1994 to 1998. Additionally, Joe's 10 years experience as the Southeastern
Regional Sales Manager for Tetley, Inc. and 8 years as Merchandising Manager
with the Martin Brower Corporation, McDonald's largest foodservice distributor
in the nation.

14
<PAGE> 16

ITEM 6. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation paid to our chief
executive officer for the last three completed fiscal years. No other executive
officer of the Company received compensation of $100,000 or more during any such
year.

NAME AND FISCAL
PRINCIPAL POSITION YEAR SALARY BONUS
- ------------------ ------ ------ -----

CHRISTIAN MAHE DE BERDOUARE 1999 $195,000 $0
PRESIDENT, CHIEF EXECUTIVE OFFICER 1998 $180,000 (1) $0
AND DIRECTOR 1997

(1) Includes $12,406 for automobile expense.

STOCK OPTION PLAN

The following table set forth certain information concerning options
granted to the Named Executive Officer in the foregoing Summary Compensation
Table for the fiscal year ended March 31, 1999. There were no options exercised
during the fiscal year ended March 31, 1999.

Individual Grant
- ---------------------------------------------------------------------------------------------------
Percent Of Total
No. of Securities Options Granted
Underlying options to Employees Exercise or Expiration
Name Granted in Fiscal Year Base Price Date
- ---------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C>
CEO Christian Mahe de 800,000 83% $0.33 June 2002
Berdouare

</TABLE>

The following table set forth certain information concerning options
held by the Named Executive Officer in the Summary Compensation table as of
March 31, 1999. No options were exercised during the fiscal year ended March 31,
1999

Number of shares of
Class A Common Stock Value of unexercised
Underlying Unexercised in-the money options
Name options held as of 3/31/99 as of 3/31/99
- ---- -------------------------- --------------------
<S> <C> <C> <C>
CEO Christian Mahe de 800,000 (all Exercisable) $0.0
Berdouare
</TABLE>

By resolution of our Board of Directors, we 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. At the sole discretion of its Board
of Directors, any employee of the Company or any our subsidiaries may be made
eligible to participate in the Plan.

2,000,000 shares are authorized for issuance under the Plan, of which
800,000 shares are issuable under incentive stock options to Mr. de Berdouare;
200,000 options to Mr. Remsa; 100,000 to Mr. Blackman and 22,675 options to Mr.
Barton. Mr. de Berdouare's options are exercisable for five years at a price of
$0.33 per share and the options to Mr. Remsa are exercisable at $0.14; Mr.
Blackman and Barton are exercisable at $0.65 and $0.43 respectively. We 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.

15
<PAGE> 17

DIRECTORS COMPENSATION.

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

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We were incorporated in Florida in November 1994 as a wholly owned
subsidiary of Stratcomm Media, Ltd. ("Stratcomm"), under the name Chicken
Acquisition Corporation. Stratcomm purchased 4,900,000 shares for $2,450 and
subsequently contributed $843,097 in capital to the Company. In December 1996,
Stratcomm canceled 2,950,000 shares in connection with the acquisition of "CK of
Delaware", owned by Mr. Berdouare. The purchase price for "CK of Delaware" was
5,100,000 shares of the Company's common stock that was valued at $10,000.

The Company leases its executive offices from its President under an
oral lease for $2,500 per month. The lease is on a month-to-month basis.

As of September 30, 1999, the Company loaned $138,913 to Ambassa
Holdings, Inc., which is owned by Christian Mahe de Berdouare the Company's
director, President and Chief Executive Officer. Such sum is evidenced by a
promissory note due December 31, 2001 with interest at 12% per annum from March
31, 1999. Such promissory note is secured by certain assets of Ambassa. Up to
$100,000 of such note may be repaid in the form of advertising through
Entrepreneur Media, Inc., including Entrepreneur Magazine an unaffiliated media
company.

In November 1997, the Company engaged Alain Berdouare, a brother of the
Company's President, as a financial and general advisor to identify sources of
capital, introduce potential franchisees, seek acquisition candidates and
general advisory services until December 31, 2001 or such earlier termination by
the Company. The Company issued 500,000 shares for such services.

ITEM 8. 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. 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 either
Class 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 therefore. 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 our common stock
or Preferred Stock liquidation preferences. 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 issuance, sale or distribution of the Class B Common Stock shall be
registered under the Securities Act of 1933. At September 30, 1999, there are
currently outstanding 11,807,954 shares of Class A Common Stock and 1,018,950
shares of Class B Common Stock.

16
<PAGE> 18

PREFERRED STOCK

Our Articles of Incorporation authorizes the issuance of 1,000,000
shares of preferred stock, $.0005 par value, of which 3,880 shares of Series A
Preferred Stock are outstanding and owned currently by 24 individuals and/or
entities, none of whom have any relationship or affiliation with the Company.
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 (defined below) of the
Common Stock for the five trading days immediately prior to the Conversion Date
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 at our option, Common Stock valued at the Conversion Rate. The
initial closing for the sale of the Series of Preferred Stock was on November
11, 1997. The Subscription Agreement, through which the outstanding 3,880 shares
of Series A Preferred Stock were issued, provided that the holders of the Series
A Preferred Stock (who have no relationship to the Company, other than as
Preferred Stockholders) had the right to receive, at the time of conversion,
additional common shares as a penalty upon the failure of the following certain
events to occur. Specifically, the Subscription Agreement provided that at the
time of conversion, the Company was obligated to issue to the holders of the
Series A Preferred Stock; (a) an additional 5% of the common shares they
otherwise would have been entitled to receive if the Company did not file a
registration statement to register the underlying common stock within 30 days of
November 11, 1997; (b) an additional 5% of the common shares they otherwise
would have been entitled to receive if the Company's registration statement was
not declared effective within 120 days of November 11, 1997; and (c) an
additional 5% of the common shares they otherwise would have been entitled to
receive if the Company failed to deliver certificates representing the common
stock within five days of the date of conversion. Described in Item 2, hereof,
entitled Legal Proceedings, is a litigation surrounding the right of the holders
of the Series A Preferred Stock to convert to common shares, and the related
right to the above-described "penalty" shares. The Company does not know the
precise number of penalty shares that the holders of the Series A Preferred
Stock would be entitled to receive, notwithstanding the pending litigation,
because the lawsuit on this issue was filed before all the holders of the Series
A Preferred Stock put in their conversion requests. The penalty share
calculation is based, in part, on the price of the Company's common stock at the
time of conversion.

As set forth in Part II Item 2, the Company has agreed in principal to
a settlement of this litigation with all but one of the holders of the Series A
Preferred Stock, (Barras Investments). Pursuant to this agreement in principal,
the holders of the Series A Preferred Stock will exchange all of their Series A
Preferred Stock for approximately 13,806,000 shares of the Company's restricted
Class A common stock in the aggregate (which equals a $.30 conversion rate).
Upon the happening of certain events, principally, the failure of the Company to
regain listing on the Over-The-Counter Bulletin Board ("OTCBB") on or before 120
days after its removal, the Company would be obligated to deliver a note to the
holders of the Series A Preferred Stock (who will then own only common stock) in
exchange for the return of their restricted Class A common stock to the Company
and documents evidencing the sale of any of the exchanged common stock.

17
<PAGE> 19

default. If the Company is unable to achieve re-listing by February 18, 2000,
the amount of the note issued to the former preferred shareholders would
approximate $5,600,000. The note would be due on the later of 60 days from the
event of default or the return of all shares held by the former preferred
shareholders. Management is presently exploring alternatives to cure the event
of default or obtain sources of additional financing. There can be no assurance
that the Company will regain listing by February 18, 2000, or that the event of
default can be cured. Furthermore, there can be no assurance that the Company
will be able to obtain new financing. Under these circumstances, the Company's
ability to continue as a going concern depends upon the successful resolution of
these matters. Accordingly, the accompanying financial statements do not include
any adjustments that might result from the outcome of this significant
uncertainty.

Our Board of Directors have 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.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.

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 11, 1997. On January 24, 2000,
the closing bid price as reported by the Electronic Bulletin Board was $.24.

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 March 31, 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
June 30, 1998 1 1/2 3/4
September 30, 1998 3/4 3/8
December 31, 1998 13/32 3/32
March 31, 1999 23/32 4/32
June 30, 1999 $ 0.25 $ 0.24
September 30, 1999 $ 0.15 $ 0.14
December 31, 1999 $ 0.15 $ 0.14

18
<PAGE> 20

The approximate number of record holders of our Class A Common Stock as
of September 30, 1999 was 209. There are 25 holders of Class B Common Stock.

We have not declared or paid any cash dividends on the Common Stock nor
do we anticipate that any such dividends will be paid in the near future. We
intend to retain any earnings it may realize to finance operations and potential
expansion of its business. There are no restrictions on payment of dividends on
our Common Stock. 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. The Preferred Stock dividend may
be paid in cash or in shares of Common Stock, at our option. The Company has
suspended payments of dividends on its Series A Preferred Stock pending
resolution of its litigation with its preferred shareholders.

ITEM 2. LEGAL PROCEEDINGS.

On February 23, 1998, Mr. Daniel Hitchcock, landlord for the restaurant
located in South Miami, Florida, at 7315 S.W. 57th Avenue, filed a lawsuit Case
No.: 98-24433 CA 41, pending in the Circuit Court of the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida, seeking eviction of the Company
for alleged non-monetary breaches of the provisions of the written lease
agreement, including a limitation on seating to 17 persons and a requirement of
no outdoor seating. The Company is vigorously defending the lawsuit, based on
the prior and subsequent oral agreement of the parties that the Company could
have as many seats within the premises as the law would otherwise allow. The
action remains pending, and while the Company is confident in its position, an
eviction from these premises would have a very adverse effect on the operating
cash flow of the Company, and the outcome at trial cannot be predicted. The case
has not yet been set for trial, and the parties have recently begun to discuss a
possible settlement of the action.

The Company is defending a lawsuit styled Agricola Coco Bohn, S.A., et
al, v. Chicken Kitchen Corporation, etc., et al.: Case number 99-4608 CA 0
pending in the Circuit Court of the Eleventh Judicial Circuit in and for
Miami-Dade County, Florida. The background of this lawsuit surrounds the
entitlement of the holders of the Series A Preferred Stock to convert their
preferred stock for restricted class A common stock in accordance with the terms
of the Subscription Agreement through which the Series A Preferred Stock was
issued. The Company is vigorously defending the lawsuit, alleging as its primary
defense that the holders of the Series A Preferred Stock illegally and
improperly manipulated the market for the Company's common stock, and thus,
would have no right to convert their Series A Preferred Stock to common. The
Company has agreed in principal to settle this litigation with all but one of
the Series A Preferred Stockholders. The proposed settlement would require the
Company to convert the settling preferred stockholders' preferred stock into
restricted Series A common stock at an exchange rate of $.30/share
(substantially higher than the exchange rate demanded by the settling preferred
stockholders), approximately 13,806,000 shares of the Company's restricted Class
A Common Stock. Upon the happening of certain events, principally, the failure
of the Company to regain listing on the OTCBB on or before 120 days after its
removal, the Company would be obligated to deliver a note to the holders of the
Series A Preferred Stock (who will then own only common stock) in exchange for
the return of their restricted Class A common stock to the Company and documents
evidencing the sale of any of the exchanged common stock. The Company will
continue its vigorous defense of this action with respect to this non-settling
preferred shareholder, based on its belief that the market for its stock was
improperly driven downward immediately prior to the plaintiffs' requests for
conversion to common stock.

19
<PAGE> 21

default. If the Company is unable to achieve re-listing by February 18, 2000,
the amount of the note issued to the former preferred shareholders would
approximate $5,600,000 as such amount is subject to limitations of the Florida
Business Corporations Act. The note would be due on the later of 60 days from
the event of default or the return of all shares held by the former preferred
shareholders. Management is presently exploring alternatives to cure the event
of default or obtain sources of additional financing. There can be no assurance
that the Company will regain listing by February 18, 2000, or that the event of
default can be cured. Furthermore, there can be no assurance that the Company
will be able to obtain new financing. Under these circumstances, the Company's
ability to continue as a going concern depends upon the successful resolution of
these matters. Accordingly, the accompanying financial statements do not include
any adjustments that might result from the outcome of this significant
uncertainty.

The Company is defending a lawsuit styled Cafe 1429, Inc. and SLML,
Inc. v. Chicken Kitchen Corporation, Case No.: 99-4709 CA 05, pending in the
Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County,
Florida. The claim against the Company stems from the purchase of the assets of
a restaurant on Miami Beach, Florida, and a related promissory note, lease, and
security agreement, all of which contain cross-default clauses. The
plaintiffs/sellers took back from the Company a $100,000 promissory note for
$100,000 of the purchase price of the assets. The Company issued and delivered
to an escrow agent 100,000 shares of its restricted Class A common stock as
security for the $100,000 note. The Company believes that under the governing
documents, upon the giving of certain notice by the Company to the plaintiffs,
the Company has the right to satisfy the promissory note with the escrowed
100,000 shares, regardless of their value. When the promissory note matured, and
the Company gave notice of its intention to satisfy the note with its stock, the
plaintiffs declined to accept the escrowed stock as payment and brought this
lawsuit for eviction, based on a cross-default provision in the promissory note
and lease. The Company is defending the action based on its belief that it has
the right to pay the promissory note in stock, and has asserted counterclaims
for misrepresentation of the condition of the premises, and third party claims
against the broker that represented the landlord in connection with the lease.
The plaintiffs claim that the Company waived the right to pay with the escrowed
stock because its notice of election to pay in stock was allegedly given 10 days
late. The action is not yet at issue, and has not yet been set for trial. At
this early stage, it is impossible to determine whether, and to what extent, the
Corporation might suffer an adverse judgment.

The Corporation is defendant in an action filed on or about October 14,
1999 by a former supplier of its chicken products for nonpayment. The case is
styled International Prosperity, Inc. v. Chicken Kitchen Corporation; Case No.:
99-23992-CA 01, and is pending in the Circuit Court for the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida. The Corporation is vigorously
defending the lawsuit and has asserted counterclaims for fraud and for breach of
contract on the grounds that the plaintiff-supplier allegedly had been
overcharging the Company and delivering product of a lesser quality than was
ordered. The case is not yet at issue and not yet set for trial. As a result,
discovery is just beginning and it is too early to determine whether, and to
what extent, the Corporation might suffer an adverse or favorable judgment.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

None

ITEM 4. 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 $0.33 per share. The placement
was effected without registration under the Securities Act of 1933 pursuant to
an exemption under Regulation D, Rule 504. The offering was not

20
<PAGE> 22

underwritten. The shares were sold to private investors who represented to the
Company that they were "accredited investors" as defined in Rule 501 of
Regulation D.

In December 1996, we issued 5,100,000 shares to Christian Mahe de
Berdouare in exchange for substantially all of the assets of "CK of Delaware".
The issuance was made without registration under the Securities Act of 1933
pursuant to an exemption under Section 4(2) thereof.

In March 1997, we issued 303,040 shares of common stock to Sammut &
Associates, Ltd., and 303,040 shares to Shannon Rosenbloom Inc. for consulting
services valued at $0.33 per share. The issuance was made without registration
under the Securities Act of 1933 pursuant to an exemption under Section 4(2)
thereof.

In March 1997, we issued 35,000 shares valued at $0.33 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. The issuance was made without registration under the Securities Act
of 1933 pursuant to an exemption under Section 4(2) thereof.

In April 1997, we issued 150,000 shares to three persons for services
rendered at $0.33 per share. The issuance was made without registration under
the Securities Act of 1933 pursuant to an exemption under Section 4(2) thereof.

In November 1997, we 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. The issuance was made without registration
under the Securities Act of 1933 pursuant to an exemption under Section 4(2)
thereof.

In November 1997, we 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, we issued 290,000 shares of common stock for services. The
issuance was made without registration under the Securities Act of 1933 pursuant
to an exemption under Section 4(2) thereof. The agreements for issuance of these
shares is attached herewith as Exhibits 10.11 and 10.11A. The offering was
limited to "accredited investors".

In connection with the Company's sale of Series A Convertible Preferred
Stock, the Company issued 100,000 shares of restricted stock (which is included
in the 290,000 shares discussed in the preceding paragraph) and options to
purchase 500,000 shares of common stock to Corporate Relations Group, Inc. a
subsidiary of Stratcomm Media, Ltd. (100,000 options at $1.75, 100,000 at $2.10,
100,000 at $2.45, 100,000 at $2.80 and 100,000 at $3.50). Additionally 140,000
shares of restricted stock (also included in the 290,000 shared discussed in the
preceding paragraph) were issued in relation to that same transaction to Olympus
Capital, Inc., and options to purchase 200,000 shares of common stock, (100,000
options at $1.25 and the other 100,000 at $1.75). Olympus Capital was engaged to
introduce potential investors to the Company. The agreement for issuance of
these shares is attached herewith as Exhibit 10.11. The agreement with
Corporate Relations Group was for corporate awareness advertisements in
investor magazines published by Corporate Relations Group. (See Exhibit 10.11A)

In November 1997, we issued 500,000 shares of common stock for future
consulting services (primarily as a financial and general advisor to identify
sources of capital, introduce potential franchisees, seek acquisition candidates
and general advisory services) to be rendered by Alain Berdouare, brother of the
Company's President, and 200,000 shares to Sammut & Associates, Ltd., also for
consulting services. See "Certain Relationships and Related Transactions." The
issuance was made without registration under the Securities Act of 1933 pursuant
to an exemption under Section 4(2) thereof.

21
<PAGE> 23

In November 1997, we issued 135,000 shares for services rendered by one
employee and one outside consultant. The issuance was made without registration
under the Securities Act of 1933 pursuant to an exemption under Section 4(2)
thereof.

In February 1998, we issued 135,000 shares to Danalex, Inc. in
connection with the acquisition of a restaurant location. The issuance was made
without registration under the Securities Act of 1933 pursuant to an exemption
under Section 4(2) thereof.

In March 1998, we issued 10,000 shares of Class A common stock to Mr.
Frank Blackman as part of his employment compensation package. The issuance was
made without registration under the Securities Act of 1933 pursuant to an
exemption under Section 4(2) thereof.

In 1998, our outstanding common stock was converted into Class A common
stock by amendment to our Articles of Incorporation. Each shareholder had the
option to elect to receive shares of our Class B common stock in exchange for
their Class A common stock. During April and May 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.

In June 1998, we issued 412,540 Class A common shares to the holders of
the Company's preferred stock as payment for the July 1,1998 Preferred Stock
dividend. The issuance was made without registration under the Securities Act of
1933 pursuant to an exemption under Section 4(2) thereof.

From April 1998, to March 1999, we issued 539,116 shares of Class A
common stock to preferred stockholders who elected to convert to common stock.

In September and December 1998, we issued 50,000 shares of Class A
common stock to a consultant and 100,000 shares for professional services. The
issuance was made without registration under the Securities Act of 1933 pursuant
to an exemption under Section 4(2) thereof.

In December 1998, we issued 5,000 shares of Class A common stock to an
employee, George Sabag, as a `manager of the year' bonus. The issuance was made
without registration under the Securities Act of 1933 pursuant to an exemption
under Section 4(2) thereof.

In March 1999, we issued an additional 135,000 shares of Class A common
stock to Danalex, Inc. pursuant to the acquisition agreement, from the prior
year, of a restaurant location. The issuance was made without registration under
the Securities Act of 1933 pursuant to an exemption under Section 4(2) thereof.

In June 1999, we issued 50,000 shares of Class A common stock to a
holder of the Company's preferred stock, who elected to convert to common stock.
The issuance was made without registration under the Securities Act of 1933
pursuant to an exemption under Section 4(2) thereof.

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. Each
purchaser was offered access to information about the Company and the right to
meet with management.

22
<PAGE> 24

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Florida Business Corporation Act provides that a person who is
successful on the merits or otherwise in defense of an action because of service
as an officer or director or a corporation, such person is entitled to
indemnification of expenses actually and reasonably incurred in such defense.
F.S. 607.0850(3).

Such Act also provides that the corporation may indemnify an officer or
director, advance expenses, if such person acted in good faith and in a manner
the person reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to a criminal action, had no reasonable
cause to believe his conduct was unlawful. F.S. 607.0850(1)(2).

A court may order indemnification of an officer or director if it
determines that such person is fairly and reasonably entitled to such
indemnification in view of all the relevant circumstances. F.S. 607.0850(9).

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.

23
<PAGE> 25
PART F/S

The following financial statements are included herein:

Audited Financial Statements

Report of Independent Certified Public Accountant

Balance Sheets as of March 31, 1999 and 1998

Statements of Operations for the Years Ended March 31, 1999
and 1998

Statements of Stockholders' Equity for the Years Ended March
31, 1999 and 1998

Statements of Cash Flows for the Years Ended March 31, 1999
and 1998

Notes to Financial Statements.

Interim Financial Statements

Condensed Balance Sheets as of September 30, 1999 (Unaudited)
and March 31, 1999

Condensed Statements of Operations for the Three and Six
Months Ended September 30, 1999 and 1998 (Unaudited)

Condensed Statements of Cash Flows for the Six Months Ended
September 30, 1999 and 1998 (Unaudited)

Notes to Condensed Financial Statements (Unaudited)

F-1
<PAGE> 26

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
CHICKEN KITCHEN CORPORATION:

We have audited the accompanying balance sheets of CHICKEN KITCHEN CORPORATION
("the Company") as of March 31, 1999 and 1998, and the related statements of
operations, stockholders' equity and cash flows for the years then ended (as
restated - see Note 12). 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 audits.

We conducted our audits 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 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 KITCHEN CORPORATION as
of March 31, 1999 and 1998, and the results of its operations and its cash flows
for the years 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 discussed in Note 9A, the Company
has agreed in principal to settle a lawsuit for alleged breaches of a
subscription agreement to convert preferred shares into common stock, brought by
Preferred Shareholders. The agreement to settle requires the Company to be
listed on the Over-the-Counter Bulletin Board within 120 days of the agreement
to settle. If listing does not occur by such date (February 18, 2000), a Note
Payable will be issued for approximately $5,600,000, as such amount is subject
to limitations or the Florida Business Corporations Act, and would be due and
payable at the later of 60 days from the event of default or the return of the
shares held by the former preferred shareholders. Also, as discussed in Note 11
to the financial statements, the Company has incurred losses from operations
since inception and may need additional funds to continue to operate. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plan in regard to these matters is described in Note
9A and Note 11. The accompanying financial statements do not include any
adjustments relating to the recoverability of asset carrying amounts or the
amount of liabilities that might result should the Company be unable to continue
as a going concern.

McKEAN, PAUL, CHRYCY, FLETCHER & CO.

Miami, Florida,
June 30, 1999, except with respect
to the matters discussed in Notes 9A and 12,
as to which the date is January 17, 2000.

F-2
<PAGE> 27

CHICKEN KITCHEN CORPORATION
BALANCE SHEETS

<TABLE>
<CAPTION>
March 31, March 31,
1999 1998
----------- ------------
As restated As restated
see Note 12 see Note 12
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 183,430 $ 357,056
Marketable securities 150,775 180,000
Other current assets 140,874 66,751
----------- -----------
Total Current Assets 475,079 603,807
----------- -----------

ADVANCES TO AFFILIATE 22,040 --

PROPERTY AND EQUIPMENT, net 781,998 640,291

INTANGIBLE ASSETS, net 1,769,272 2,007,443

OTHER ASSETS 64,746 69,949
----------- -----------
Total Assets $ 3,113,135 $ 3,321,490
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable $ 345,892 $ 149,162
Accrued expenses 379,840 281,450
Note payable 103,403 92,603
----------- -----------
Total Current Liabilities 829,135 523,215
----------- -----------

COMMITMENTS AND CONTINGENCIES -- --

STOCKHOLDERS' EQUITY:
Series A, convertible preferred stock, $0.0005 par value; 1,000,000 shares
authorized; 3,905 and 4,000 shares issued and outstanding 2 2
Common stock Class A, $0.0005 par value; 50,000,000 shares authorized;
11,857,954 and 11,635,248 issued; and 11,737,954 and 11,535,248
outstanding, respectively (Note 9) 5,880 5,768
Common stock Class B, $0.0005 par value; 15,000,000 shares authorized;
1,018,950 issued and outstanding in 1999 509 --
Additional paid-in capital 5,406,577 5,156,420
Accumulated deficit (3,118,796) (2,363,915)
Treasury shares, at cost (10,172) --
----------- -----------
Total Stockholders' Equity 2,284,000 2,798,275
----------- -----------
Total Liabilities and Stockholders' Equity $ 3,113,135 $ 3,321,490
=========== ===========

</TABLE>

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

F-3
<PAGE> 28

CHICKEN KITCHEN CORPORATION
STATEMENTS OF OPERATIONS

For the Year For the Year
Ended Ended
March 31, 1999 March 31, 1998
-------------- --------------
As restated As restated
see Note 12 see Note 12

<S> <C> <C>
FOOD AND BEVERAGE SALES $ 6,676,497 $ 2,214,139

OPERATING EXPENSES:
Cost of sales 2,840,796 1,032,974
Labor and employee benefits 2,307,594 710,925
Direct operating expenses 850,361 289,499
Consulting fees 103,992 799,888
Administrative and general 877,560 686,613
Depreciation and amortization 375,563 135,027
------------ ------------
Total operating expenses 7,355,866 3,654,926
------------ ------------

Loss from operations (679,369) (1,440,787)

OTHER INCOME (EXPENSE):
Net realized and unrealized gains on sales of marketable securities 130,546 --
Recovery of merger and aborted acquisition costs -- 71,550
Other, net (2,125) 6,595
------------ ------------
Total other income, net 128,421 78,145
------------ ------------

Loss before income taxes (550,948) (1,362,642)
------------ ------------

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

Net loss (550,948) (1,362,642)

PRO RATA PORTION OF PREFERRED DIVIDENDS (314,189) (120,000)
------------ ------------

Net loss applicable to common stockholders $ (865,137) $ (1,482,642)
============ ============

Weighted Average Common Shares Outstanding 12,121,463 10,698,823

Net Loss Per Common Share (Note 1) $ (0.07) $ (0.14)
============ ============

</TABLE>

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

F-4
<PAGE> 29

CHICKEN KITCHEN CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1999 AND 1998

Preferred Class A Class B Additional
Stock Common Stock Common Stock Paid-In Accumulated Treasury
Amount Shares Amount Shares Amount Capital Deficit Shares Total
----- ------ ------ ------ ------ ------- ------- ------- -------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT APRIL 1, 1997 $ -- 10,100,248 $5,051 -- $ -- $1,857,046 $(1,001,273) $ -- $ 860,824
Issuance of common stock
for professional and
employee services
valued at $0.33
per share (Note 5) -- 150,000 74 -- -- 49,426 -- -- 49,500
Issuance of 100,000
stock options for
consulting services
(Note 8) -- -- -- -- -- 15,593 -- -- 15,593
Proceeds from issuance
of 4,000 shares of
preferred stock at
$1,000 per share
less issuance costs
of $2,029,726
($1,502,000 in
cash and 290,000
shares of common
stock and 700,000
stock options with
an aggregate value
of $527,726) (Note 5
and 8, and as
restated - see
Note 12) 2 -- -- -- -- 1,970,272 -- -- 1,970,274
Issuance of common stock
valued at $188,500 and
700,000 stock options
valued at $339,226 for
consulting services in
connection with
issuance of preferred
stock (Note 5 and 8,
and as restated - see
Note 12) -- 290,000 145 -- -- 527,581 -- -- 527,726
Issuance of common stock
in connection with the
acquisition of the
remaining 45% interest
in a restaurant
location valued at
$0.65 per common
share (Note 6, and
as restated - see
Note 12) -- 15,000 8 -- -- 9,742 -- -- 9,750
Issuance of common stock
valued at $0.65 per
share for consulting
services performed by
entities owned by
family members of the
principal stockholder
(Note 5 and 8, and
as restated - see
Note 12) -- 700,000 350 -- -- 454,650 -- -- 455,000
Issuance of common stock
for professional and
employee services to
individuals valued at
$0.65 per share(Note 5,
and as restated -
see Note 12) -- 135,000 68 -- -- 87,682 -- -- 87,750

</TABLE>

(CONTINUED)

F-5
<PAGE> 30

CHICKEN KITCHEN CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1999 AND 1998

(CONTINUED)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Issuance of common stock
in connection with
the acquisition of
restaurant assets
valued at $0.65 per
common share (Note 6,
and as restated -
see Note 12) $ -- 135,000 $ 67 -- $ -- $ 175,433 $ -- $ -- $ 175,500
Issuance of common stock
valued at $0.65 per
share and 100,000
stock options pursuant
to employment
agreement (Note 5 and
8, and as restated
- see Note 12) -- 10,000 5 -- -- 8,995 -- -- 9,000
Net loss for the year
(as restated - see
Note 12) -- -- -- -- -- -- (1,362,642) -- (1,362,642)
--- ---------- ------ --------- ---- ---------- ----------- -------- -----------

BALANCE AT MARCH 31, 1998
(as restated - see
Note 12) 2 11,535,248 5,768 -- -- 5,156,420 (2,363,915) -- 2,798,275

Conversion of Class A
common stock into
Class B common stock
(Note 5) -- (1,018,950) (509) 1,018,950 509 -- -- -- --
Conversion of 95 shares
of Series A preferred
stock into Class A
common stock (Note 5) -- 524,744 262 -- -- (262) -- -- --
Issuance of common stock
for dividend on Series
A convertible,
preferred stock
(Note 5) -- 426,912 213 -- -- 203,720 (203,933) -- --
Acquisition of treasury
stock -- (20,000) -- -- -- -- -- (10,172) (10,172)
Issuance of common stock
valued between $0.10
and $0.34 per share to
individuals for
professional services
rendered (Note 5) -- 155,000 78 -- -- 46,767 -- -- 46,845
Issuance of common shares
pursuant to prior year
acquisition agreement
(Note 6) -- 135,000 68 -- -- (68) -- -- --
Net loss for the year
(as restated - see
Note 12) -- -- -- -- -- -- (550,948) -- (550,948)
--- ---------- ------ --------- ---- ---------- ----------- -------- ----------

BALANCE AT MARCH 31, 1999
(as restated - see
Note 12) $ 2 11,737,954 $5,880 1,018,950 $509 $5,406,577 $(3,118,796) $(10,172) $ 2,284,000
=== ========== ====== ========= ==== ========== =========== ======== ===========

</TABLE>

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

F-6
<PAGE> 31

CHICKEN KITCHEN CORPORATION
STATEMENTS OF CASH FLOWS

For the Year For the Year
Ended Ended
March 31, 1999 March 31, 1998
-------------- ----------------
As restated As restated see
see Note 12 Note 12
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (550,948) $(1,362,642)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 375,563 135,027
Amortization of prepaid consulting -- 150,000
Recovery of merger and aborted acquisition costs -- (71,550)
Issuance of common stock for services 46,845 616,843
Net realized and unrealized gains on sales of marketable securities (130,546) --
Changes in operating assets and liabilities:
Other current assets (74,123) (39,541)
Advances to affiliate -- (19,571)
Intangibles and other assets -- (15,216)
Advances to affiliates and other assets (16,837) --
Accounts payable and accrued expenses 275,952 268,036
----------- -----------
Net cash used in operating activities (74,094) (338,614)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (259,930) (90,248)
Sale (purchase) of marketable securities, net 159,770 (180,000)
Acquisition of restaurant assets, net of cash acquired of $22,608 -- (1,793,190)
----------- -----------
Net cash used in investing activities (100,160) (2,063,438)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in note payable 10,800 --
Purchase of treasury stock (10,172) --
Proceeds from sale of preferred stock, net of cash issuance costs of
$1,502,000 -- 2,498,000
----------- -----------

Net cash provided by financing activities 628 2,498,000
----------- -----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (173,626) 95,948
----------- -----------

CASH AND CASH EQUIVALENTS, beginning of year 357,056 261,108
----------- -----------

CASH AND CASH EQUIVALENTS, end of year $ 183,430 $ 357,056
=========== ===========

SUPPLEMENTAL DISCLOSURES:
Cash paid for interest expense $ 6,734 $ 10,780
=========== ===========
Cash paid for income taxes $ -- $ --
=========== ===========

</TABLE>

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

F-7
<PAGE> 32

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 (see Note 5). The Company
then changed its name from Chicken Acquisition Corporation to Chicken
Kitchen Corporation. As of March 31, 1999 and 1998, the Company operated
six and five restaurant locations in South Florida, respectively.

During the year ended March 31, 1999, the Company commenced the selling of
franchise locations. The franchise agreement grants the franchisee a
non-exclusive license to open and operate a "Chicken Kitchen" restaurant
for a 20 year period, with one additional 20 year option. The Company
collects an initial franchise fee of $25,000, royalty fees and a percentage
of revenues for advertising. At March 31, 1999, one franchise agreement had
been signed; although, the restaurant had not yet opened.

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.

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 (ranging from five to twenty
years) of the assets on a straight-line method.

INTANGIBLE ASSETS
Registered trademarks and trade names are being amortized over their
estimated useful lives of 15 years. In connection with the acquisition of
restaurant locations, the Company assigns a portion of the cost of the
acquisition to the value of the lease acquired ("Leasehold interest") and
amortizes the amount over the life of the lease (ranging from 4 to 20
years). The cost of acquisitions in excess of the fair value of net assets
acquired is being amortized on a straight-line basis over 10 years.

F-8
<PAGE> 33

IMPAIRMENT OF LONG-LIVED ASSETS
The Company continually evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful lives of its
intangible and other long-lived assets or whether the remaining balance of
its intangible and other long-lived assets should be evaluated for possible
impairment. The Company uses an estimate of the related undiscounted cash
flows over the remaining lives of the intangible and other long-lived
assets in determining whether an impairment has occurred.
No impairments exist at March 31, 1999.

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
Basic loss per common share is computed by dividing net loss attributable
to common stockholders (the net loss plus the pro rata portion of preferred
dividends) by the weighted average number of shares of common stock
outstanding during the year. Diluted loss per share, which assumes that the
convertible preferred stock is converted into Class A voting common stock
and the stock options to purchase shares of Class A voting common stock
(see Notes 5 and 8) are exercised, is not presented because the effect
would be anti-dilutive for both 1999 and 1998. The weighted average shares
outstanding used in the computation of net loss attributable to common
shares are as follows:

Weighted Average Shares
Outstanding
for the Years Ended
March 31,
--------------------------
1999 1998
---- ----

Class A common stock 11,157,527 10,698,823
Class B common stock 963,936 --
---------- ----------
12,121,463 10,698,823
========== ==========

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.
The marketable securities are classified as trading securities and are
recorded at fair value based upon quoted market prices. Both realized and
unrealized gains and losses are included in other income or expense during
the period incurred. The cost of securities sold is based on the specific
identification method.

FRANCHISE FEES
Initial franchise fees and the related direct costs are deferred until the
franchised restaurant opens. Monthly franchise fees are accrued based on
the specified percentages of the franchisees' sales for the month.
Advertising fees received from the franchisees are reflected as a liability
until the advertising expenditures are made.

F-9
<PAGE> 34

STOCK-BASED COMPENSATION
Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
123") allows either adoption of a fair value method for accounting for
stock-based compensation plans or continuation of accounting under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees", and related interpretations with supplemental
disclosures. The Company has chosen to account for its stock options using
the intrinsic value based method prescribed in APB Opinion No. 25 and,
accordingly, does not recognize compensation expense for stock option
grants made at an exercise price equal to or in excess of the fair market
value of the stock at the date of grant. Pro forma net income and earnings
per share amounts as if the fair value method had been adopted are
presented in Note 8. SFAS No. 123 does not impact the Company's results of
operations, financial position or cash flows.

COMPREHENSIVE INCOME
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.
The Company adopted SFAS No. 130 on April 1, 1998. The effect of adopting
this standard did not have a material effect on the Company's financial
position or results of operations.

RECLASSIFICATIONS
Certain reclassifications have been made to prior year amounts to conform
with the current year presentation.

3. PROPERTY AND EQUIPMENT

Property and equipment, consisted of the following:

March 31, March 31,
1999 1998
---------- ---------
<S> <C> <C>
Restaurant equipment $ 414,143 $ 330,178
Furniture, fixtures and office equipment 208,573 124,082
Leasehold improvements 351,181 117,528
Assets under capital lease 38,723 4,880
Construction in progress -- 156,853
---------- ---------
Total cost 1,012,620 733,521
Less accumulated depreciation and amortization (230,622) (93,230)
---------- ---------
Property and equipment, net $ 781,998 $ 640,291
========== =========

</TABLE>

F-10
<PAGE> 35

4. INTANGIBLE ASSETS

Intangible assets, consisted of the following:

March 31, March 31,
1999 1998
---------- ---------
<S> <C> <C>
Trade name $ 12,245 $ 12,245
Leasehold interest 614,734 614,734
Excess of acquisition costs over net assets acquired 1,479,459 1,479,459
---------- ----------
Total cost 2,106,438 2,106,438
Less accumulated amortization (337,166) (98,995)
---------- ----------
Intangible assets, net $1,769,272 $2,007,443
========== ==========

</TABLE>

Leasehold interest and excess of acquisition costs over net assets acquired
were recorded as a result of the acquisitions described in Note 6.

5. STOCKHOLDERS' EQUITY

In April 1997, the Company issued 150,000 shares of its restricted common
stock for professional and employee services, valued at $0.33 per share
($49,500 in the aggregate), representing the price used for the Company's
private placement in December 1996, as the Company's stock did not begin
trading until June 1997.

In November 1997, the Company issued 700,000 shares of its restricted
common stock for consulting services (to entities owned by family members
of the Principal Stockholder - see Note 10) and 135,000 shares of
restricted common stock for professional and employee services. These
shares have been valued at $0.65 per share ($542,750 in the aggregate),
representing management's estimate of the market value of the common stock
on the date issued after considering trading restrictions and the stock's
thin trading, and charged to consulting fees in the accompanying statement
of operations for the 1998 fiscal year.

In January 1998, the Company amended its Articles of Incorporation to
increase the total number of authorized common shares to 65,000,000,
divided into two classes (50,000,000 shares of Class A and 15,000,000
shares of Class B) and increase the total number of authorized preferred
shares to 1,000,000. In connection with the amendment, holders of Class A
common stock were given a one-time opportunity to convert their Class A
common stock into Class B common stock. In April 1998, 1,018,950 shares of
Class A common stock were converted into Class B common stock. The
dividends, distributions and relative rights, privileges and limitations of
the Class B common stock are identical to the Class A common stock, except
that each share of Class B common stock is entitled to 10,000 votes (the
Class A common stock is entitled to 1 vote), and the Class B common stock
is convertible at any time into Class A common stock.

In March 1998, in connection with an employment agreement, the Company
issued 10,000 shares of its restricted common stock valued at $0.65 per
share ($6,500 in the aggregate), representing management's estimate of the
market value of the common stock on the date issued, after considering
trading restrictions and the stock's thin trading.

F-11
<PAGE> 36

In September and December 1998, 155,000 shares of restricted common stock
were issued for professional and consulting services and were valued at
$46,845 in the aggregate, representing the market value of the common stock
on the dates issued, (discounted by 10% due to trading restrictions).

In March 1999, 135,000 shares of Class A common stock were issued in
connection with an acquisition agreement entered into by the Company during
February 1998 (see Note 6).

SERIES A CONVERTIBLE PREFERRED STOCK
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 promulgated pursuant to
the Securities Act of 1933 ("the Second Offering"). The proceeds were used
to purchase two restaurant locations in Miami, Florida ($1,312,500),
acquire the remaining 45% interest in a restaurant location in Miami,
Florida ($85,000), pay certain finders fees, investors and corporate
relations, and professional fees ($1,502,000 in the aggregate), repay a
bridge loan ($600,000), and provide working capital for the Company
($500,500). In connection with the Series A preferred stock issuance, the
Company issued 290,000 shares of its restricted common stock for consulting
services rendered. The value of the shares ($188,500) has been reflected as
issuance costs in the accompanying Statement of Stockholders' Equity and
offset against the proceeds from the Series A preferred stock offering.

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. 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. Upon conversion, additional shares (up to a
maximum of 15%) are also issued as liquidated damages to the holders
because a registration statement was not filed within the time specified in
the Second Offering. During the year ended March 31, 1999, 95 shares of
Series A preferred stock were converted into 539,116 shares (including
47,703 shares for penalties and 14,372 shares for dividends) of Class A
common stock, in accordance with the Second Offering.

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,
in Class A common stock. In December 1998, 412,540 shares of Class A common
stock were issued for payment of the July 1, 1998 dividend. The Company
intends on paying the July 1, 1999 dividend in Class A common stock.

6. 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 & Cesar's Food Service, Inc. ("P&C"),
pursuant to the terms of an agreement for sale of shares by shareholders
dated November 15, 1996. In November 1997, the Company acquired the
remaining 45% for $85,000 and the issuance of 15,000 shares of the
Company's common stock valued at $0.65 per share ($9,750 in the aggregate),
representing management's estimate of the fair market value of the common
stock on the date of issue after considering trading restrictions and the
stock's thin trading. Ambassa subsequently transferred its 55% ownership
to the Company. The transaction has been accounted for under the purchase
method of accounting. The total cost of the acquisition of $320,000, not
including net cash acquired of $19,858, was allocated to equipment
($128,000), leasehold interest ($100,000), other assets ($22,000), net
liabilities ($110,000) and was based on fair values with the excess cost
($180,000) being amortized over 10 years.

F-12
<PAGE> 37

In November 1997, the Company acquired the assets of two additional
restaurant locations for $1,382,000, not including net cash acquired of
$2,250. The transaction has been accounted for under the purchase method of
accounting. The cost of the acquisition was allocated to equipment
($220,000), leasehold interest ($300,000), other assets ($21,000) and was
based on fair values with the excess cost ($841,000) being amortized over
10 years.

In February 1998, the Company acquired a restaurant location for $330,000
and the issuance of 135,000 restricted shares of the Company's Class A
common stock, valued at $0.65 (representing management's estimate of the
fair market value of the Company's Class A common stock on the date of
issue after considering trading restrictions and the stock's thin trading).
In March 1999, in accordance with the acquisition agreement, an additional
135,000 shares of Class A common stock were issued as the market value of
the Class A common stock was less than $2.00 per share at the one-year
anniversary date of the closing. The February 1998 acquisition was
accounted for in accordance with EMERGING ISSUES TASK FORCE 97-15
"CONTINGENCY ARRANGEMENTS BASED ON SECURITY PRICES IN PURCHASE BUSINESS
COMBINATIONS", which takes into consideration the shares which were issued
in March 1999. The cost of the acquisition of $517,000, not including net
cash acquired of $500, was allocated to equipment ($28,000), leasehold
interest ($30,000), other assets ($4,700), net liabilities ($3,800), and
was based on fair values with the excess cost ($458,100) being amortized
over 10 years.

The statements of operations and cash flows for the twelve month period
ended March 31, 1998 include the four restaurant locations acquired by the
Company from the respective acquisition dates through March 31, 1998.
Unaudited pro forma results of operations giving effect to the acquisitions
as of April 1, 1997 is reflected below.

UNAUDITED
------------------
For the Year Ended
March 31, 1998
------------------
Revenues, net $ 6,411,000
Net loss applicable to common shares $(1,615,000)
Loss per common share $ (0.15)
Average common shares outstanding 10,815,125

Pro forma net loss per share is computed by dividing the pro forma net loss
by the pro forma average number of common shares outstanding during the
periods.

Pro forma average number of common shares outstanding represents the number
of shares of common stock outstanding after giving retroactive effect to
the 15,000 and 135,000 shares issued in connection with the acquisitions.

The pro forma information is not necessarily indicative of the results of
operations that would have occurred had the acquisition taken place on
April 1, 1997 of the year presented, or of results, which may occur in the
future.

7. INCOME TAXES

The Company has net operating loss carryforwards for federal income tax
purposes of approximately $2,147,000 and $1,596,000, at March 31, 1999 and
1998, respectively, which begin to expire in 2011. Due to the change in

F-13
<PAGE> 38

control in December 1996 of the Company (see Note 1) and acquisitions, a
portion of the net operating losses could be limited in the future.

The components of deferred tax assets and liabilities are as follows:

March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Deferred tax (liabilities) assets
Net operating loss carryforwards $ 837,281 $ 622,411
Other temporary timing differences 6,246 --
Difference in depreciation and
amortization of assets (53,214) (36,937)
--------- ---------
790,313 585,474
Less valuation allowance (790,313) (585,474)
--------- ---------
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 realizability is not assured at the
current time.

8. STOCK OPTIONS

In March 1997, the Company adopted a stock option plan, as amended, to
grant options to employees or other individuals who perform services for
the Company, to purchase up to 2,000,000 shares of the Company's common
stock. In April 1997, the Company granted 900,000 options to officers and
100,000 options (which has been recognized as compensation totaling
$15,593) to a non-employee party related to the Principal Stockholder,
before the Company's common stock began publicly trading. The options are
exercisable at any time over a ten-year period at an exercise price of
$0.33 per share. In March 1998 pursuant to an employment agreement, an
officer was granted 100,000 options to acquire restricted common stock at
an exercise price of $0.650 per share. The options are exercisable at any
time over a ten-year period. The market value of the Company's common stock
on the date of grant was $0.675. The Company recognized compensation cost
of $2,500 for the difference between the exercise price and the fair value
on the date of grant.

In connection with the Series A preferred stock offering (see Note 5), the
Company issued of 200,000 options to a 5% stockholder of the Series A
preferred stock and 500,000 options to a stockholder of the Company's
common stock, when the market price of the Company's common stock was
$1.56. The value of the options ($339,226), on the date of grant using the
Black-Scholes option pricing model, has been reflected as issuance costs in
the accompanying Statement of Stockholders' Equity and offset against the
proceeds from the Series A preferred stock offering (see Note 5). The
200,000 options expired May 11, 1999 and the 500,000 options expire 100,000
annually through 2002, respectively, and have exercise prices of
$1.25-$1.75 and $1.75-$3.50, respectively.

During the year ended March 31, 1999, 100,000 options were granted to an
officer which are exercisable at any time over a ten-year period with an
exercise price of $0.20 per share representing the market value of the
Company's common stock on the date of grant.

F-14
<PAGE> 39

The following is a summary of stock option activity for the years ended
March 31, 1999 and 1998:

Employee Weighted Average Non-Employee Weighted Average
Option Shares Exercise Price Option Shares Exercise Price
------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
Outstanding at April 1, 1997 -- $ -- -- $ --
Granted 1,000,000 0.36 800,000 1.99
Cancelled or expired -- -- -- --
Exercised -- -- -- --
--------- --------
Outstanding at March 31, 1998 1,000,000 0.36 800,000 1.99
Granted 100,000 0.20 - --
Cancelled or expired (100,000) 0.33 (100,000) 1.75
Exercised -- -- -- --
--------- --------
Outstanding at March 31, 1999 1,000,000 $0.35 700,000 $2.03
========= ===== ======= =====

Exercisable at March 31, 1999 1,000,000 700,000
========= =======

</TABLE>

The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock options. Accordingly, no compensation cost has
been recognized for outstanding stock options. Had compensation cost for
the Company's outstanding stock options been determined based on the fair
value at the grant dates for those options consistent with SFAS No. 123,
the Company's net loss and loss per share would have differed as reflected
by the pro forma amounts indicated:

For the Year Ended
March 31, March 31,
1999 1998
--------- -----------
<S> <C> <C>
Net loss applicable to common stock - as reported $(865,137) $(1,482,642)
========= ===========
Net loss applicable to common stock - pro forma $(884,897) $(1,659,679)
========= ===========
Net loss per common share - as reported $ (0.07) $ (0.14)
========= ===========
Net loss per common share - pro forma $ (0.07) $ (0.16)
========= ===========

</TABLE>

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 for the years ended March 31, 1999 and 1998, respectively:
expected volatility approximating 151% and 56%, risk-free interest rate of
7% and 7%, expected dividends of $0 and $0, and expected lives of 10 years
and a range from 1 to 10 years.

F-15
<PAGE> 40

9. COMMITMENTS AND CONTINGENCIES

(A) LITIGATION

PREFERRED SHAREHOLDER LITIGATION
In October 1999, the Company agreed in principal to settle a lawsuit for
alleged breaches of a subscription agreement to convert preferred shares
into common stock, brought by Preferred Shareholders who purchased
$4,000,000 of Series A Convertible Preferred Stock (4,000 shares) in
November 1997 with all but one of the Series A Preferred Stockholders. The
proposed settlement would require the Company to convert the settling
preferred stockholders' preferred stock into restricted Class A common
stock at an exchange rate of $0.30 per share. No dividends will be due or
paid on the exchanged preferred stock. The effect on the financial
statements will approximate the following:

Preferred Stock Class A Common Stock Additional
------------------- --------------------- Paid In
Shares Amount Shares Amount Capital
------ ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Shares to be (redeemed) issued (3,510) $(2) 13,806,000 $6,903 $(6,901)

</TABLE>

If certain events of default occur, as defined in the proposed settlement,
the Company would be obligated to deliver a note to the holders of the
Series A preferred stock (who will then only own common stock) in exchange
for the return of their restricted Class A common stock to the Company,
along with documents supporting the sale of any of the exchanged common
stock. The Company has made a non-refundable $50,000 payment to the
Preferred Shareholders, and has placed an additional $50,000 into an escrow
account pending the closing of the Agreement.

The removal of the Company as a security trading on the OTCBB for a period
exceeding 120 consecutive days constitutes an event of default. The Company
was de-listed on October 21, 1999; therefore, the Company is required to
regain listing by February 18, 2000 in order to avoid being in default. If
the Company is unable to achieve re-listing by February 18, 2000, the
amount of the note issued to the former preferred shareholders would
approximate $5,600,000. The note would be due on the later of 60 days from
the event of default or the return of all shares held by the former
preferred shareholders. Management is presently exploring alternatives to
cure the event of default or obtain sources of additional financing. There
can be no assurance that the Company will regain listing by February 18,
2000, or that the event of default can be cured. Furthermore, there can be
no assurance that the Company will be able to obtain new financing. Under
these circumstances, the Company's ability to continue as a going concern
depends upon the successful resolution of these matters. Accordingly, the
accompanying financial statements do not include any adjustments that might
result from the outcome of this significant uncertainty.

F-16
<PAGE> 41

LEASED PREMISES LITIGATION
The Company is currently a defendant in two lawsuits filed by two lessors
of restaurant sites, for eviction, based on alleged monetary and
non-monetary breaches of the provisions of the written lease agreement. The
Company is vigorously defending the lawsuit. The action remains pending,
and while the Company is confident in its position, an eviction from the
premises would have a materially adverse effect on the operating cash flow
of the Company. As the case has not yet been set for trial, legal counsel
has advised the Company that it is not possible to determine whether, and
to what extent if any, the Company might suffer adverse judgements. The
parties have recently begun to discuss a possible settlement of the action.

GUARANTEE LITIGATION
A non-interest bearing note payable (with an imputed principal balance and
accrued interest of $103,403 and $92,603 at March 31, 1999 and 1998,
respectively) made in connection with the acquisition of restaurant assets
and a location is collateralized by 100,000 issued shares of the Company's
restricted Class A common stock held in escrow. The note was due in
February 1999 and has not yet been repaid by the Company. The Company gave
notice of its intention to satisfy the note with the escrowed stock. The
holder of the note declined to accept the stock as payment and has brought
a lawsuit for eviction, based on a cross-default provision in the
promissory note and lease. As the lawsuit is in the discovery stage, legal
counsel had advised the Company that it is not possible to determine
whether, and to what extent if any, the Company might suffer adverse
judgement. The Company is vigorously defending the action.

OTHER LITIGATION
The Company is also currently a defendant in a lawsuit filed during October
1999 by a former supplier of its chicken products for non-payments. As the
lawsuit is in the discovery stage, legal counsel had advised the Company
that it is not possible to determine whether, and to what extent if any,
the Company might suffer adverse judgements. The Company is vigorously
defending the action and has asserted counter claims.

(B) LEASES
The Company leases the facilities for office and restaurant locations under
various non-cancelable operating lease agreements, one of which is with a
related party (lease expense of approximately $26,000 annually). Certain of
these lease agreements contain provisions for rent overrides based on a
percentage of gross sales. Additionally, the Company, in certain instances,
is responsible for real estate taxes and common area maintenance costs. The
leases also provide for renewal options. Future minimum rental commitments
with unrelated parties, excluding renewal option periods, under the
operating lease agreements at March 31, 1999 are as follows: 2000 -
$289,366; 2001 - $287,336; 2002 - $275,146; 2003 - $258,170; 2004 -
$261,827; and thereafter $1,669,309.

Total occupancy expense was $488,640 and $165,426, for the years ended
March 31, 1999 and 1998, respectively, and is included in "Direct operating
expenses" in the accompanying statements of operations.

F-17
<PAGE> 42

10. RELATED PARTIES

A summary of the total amount of compensation paid to related parties is as
follows:

Compensation Paid
For the Year Ended
March 31,
-------------------
1999 1998
---- ----
<S> <C> <C>
To a director of the Company for services rendered (see Statement of
Stockholders' Equity) $ -- $ 16,130
To entities owned by family members of principal stockholder for consulting services 90,926 186,062
To a stockholder of the Company's common stock in connection with Second Offering
(see Note 5) -- 825,000
To a 5% stockholder of the Company's Series A preferred stock in connection with Second
Offering (see Note 5) -- 630,000
------- ----------
Total $90,926 $1,657,192
======= ==========
</TABLE>

During the year ended March 31, 1998, the Company also issued common stock
and options for common stock, valued on the date of grant using the
Black-Scholes option pricing model, as follows:
<TABLE>
<CAPTION>

Stock and Options Issued
---------------------------------------------------------
Options Value of
Shares of Value of for Common Options for
Common Stock Common Stock Stock Common Stock
------------ ------------- ----------- ------------
As restated
see Note 12
<S> <C> <C> <C> <C>
To a director of the Company for services rendered (see Statement
of Stockholders' Equity) 110,000 $ 63,500 -- $ --
To entities owned by family members of Principal Stockholder
for consulting services 700,000 455,000 100,000 15,593
To a stockholder of the Company's common stock in connection with
Second Offering (see Note 5) 100,000 65,000 500,000 222,394
To a 5% stockholder of the Company's Series A preferred stock in
connection with Second Offering (see Note 5) 140,000 91,000 200,000 116,832
--------- -------- ------- --------
Total 1,050,000 $674,500 800,000 $354,819
========= ======== ======= ========

</TABLE>

11. GOING CONCERN AND MANAGEMENT'S PLANS

The Company has incurred losses from operations since inception, and at
March 31, 1999 the Company had a working capital deficit of $(354,056).
Management has indicated that cash generated from store locations and the
selling of franchisees should be sufficient to fund operations. However, no
assurance can be given that additional funds will not be required. If
additional funds are required, the inability to raise such funds may have
an adverse effect upon operations.

F-18
<PAGE> 43

12. RESTATEMENT

Subsequent to the issuance of the March 31, 1999 financial statements, the
Company determined that the fair value (ranging from $0.675 to $1.575)
utilized to record certain of the common shares issued during fiscal 1998,
for acquisitions and services rendered should have been $0.65 per share
because of the significant number of shares issued, the trading
restrictions, and the stock's thin level of trading. As a result, the
accompanying financial statements as of March 31, 1999 and 1998, and for
the years ended March 31, 1999 and 1998, present the restated results. A
summary of the effects of the restatement follows:

<TABLE>
<CAPTION>
Condensed Statements of Operations for the Year Ended
------------------------------------------------------------------------
March 31, 1999 March 31, 1998
-------------------------------- -----------------------------------
As Previously As Previously
Reported As Restated Reported As Restated
------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
FOOD AND BEVERAGES SALES $6,676,497 $6,676,497 $ 2,214,139 $ 2,214,139

OPERATING EXPENSES:
Operating expenses, exclusive of
consulting fees 7,258,987 7,251,874 2,856,244 2,855,038
Consulting fees 103,992 103,992 1,572,263 799,888

Total operating expenses 7,362,979 7,355,866 4,428,507 3,654,926
Loss from operations (686,482) (679,369) (2,214,238) (1,440,787)
Net loss (558,061) (550,948) (2,136,223) (1,362,642)

Net loss applicable to common stockholders
$(872,250) $(865,137) $(2,256,223) $(1,482,642)

Net Loss Per Common Share $ (0.07) $ (0.07) $ (0.21) $ (0.14)

</TABLE>

Selected Balance Sheet Captions
------------------------------------------------------------------------
March 31, 1999 March 31, 1998
-------------------------------- -----------------------------------
As Previously As Previously
Reported As Restated Reported As Restated
------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
INTANGIBLE ASSETS, net 1,827,390 1,769,272 2,072,674 2,007,443

STOCKHOLDERS' EQUITY:
Additional paid-in capital 6,245,389 5,406,577 5,995,232 5,156,420
Accumulated deficit (3,899,490) (3,118,796) (3,127,496) (2,363,915)

</TABLE>

F-19
<PAGE> 44
CHICKEN KITCHEN CORPORATION

CONDENSED FINANCIAL STATEMENTS AS OF
SEPTEMBER 30, 1999

F-20
<PAGE> 45

CHICKEN KITCHEN CORPORATION
CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
September 30, March 31,
1999 1999
------------- ---------------
(Unaudited) As Restated See
Note 2
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 19,612 $ 183,430
Marketable securities -- 150,775
Other current assets 109,528 140,874
----------- -----------
Total Current Assets 129,140 475,079
----------- -----------

ADVANCES TO AFFILIATE, non-interest bearing with 138,913 22,040
no fixed maturity date

PROPERTY AND EQUIPMENT, net 744,736 781,998

INTANGIBLE ASSETS, net 1,650,161 1,769,272

OTHER ASSETS 82,202 64,746
----------- -----------
Total Assets $ 2,745,152 $ 3,113,135
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable $ 433,620 $ 345,892
Accrued expenses 346,336 379,840
Note payable 112,403 103,403
----------- -----------
Total Current Liabilities 892,359 829,135
----------- -----------

COMMITMENTS AND CONTINGENCIES -- --

STOCKHOLDERS' EQUITY:
Series A, convertible preferred stock, $0.0005 par value; 1,000,000 shares
authorized; 3,880 and 3,905 shares issued and outstanding 2 2
Common stock Class A, $0.0005 par value; 50,000,000 shares authorized;
11,907,954 and 11,857,954 issued; and 11,807,954 and 11,737,954 outstanding,
respectively (Note 5) 5,905 5,880
Common stock Class B, $0.0005 par value; 15,000,000 shares authorized;
1,018,950 issued and outstanding, respectively 509 509
Additional paid-in capital 5,406,552 5,406,577
Accumulated deficit (3,560,175) (3,118,796)
Treasury shares, at cost -- (10,172)
----------- -----------
Total Stockholders' Equity 1,852,793 2,284,000
----------- -----------
Total Liabilities and Stockholders' Equity $ 2,745,152 $ 3,113,135
=========== ===========

</TABLE>

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

F-21
<PAGE> 46

CHICKEN KITCHEN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>

For the Three For the Six
Months Ended Months Ended
September 30, September 30,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
FOOD AND BEVERAGE SALES, net $1,829,450 $1,589,703 $3,817,199 $3,024,779

OPERATING EXPENSES:
Cost of sales 673,464 719,198 1,543,703 1,366,765
Labor and employee benefits 512,543 518,170 1,120,744 1,010,520
Direct operating expenses 345,460 180,053 624,505 357,225
Consulting fees 20,100 20,806 36,961 44,091
Administrative and general 445,911 272,901 733,364 446,374
Depreciation and amortization 99,541 95,387 198,659 181,724
---------- ---------- ---------- ----------
Total operating expenses 2,097,019 1,806,515 4,257,936 3,406,699
---------- ---------- ---------- ----------

Loss from operations (267,569) (216,812) (440,737) (381,920)
---------- ---------- ---------- ----------

OTHER INCOME (EXPENSE):
Net realized and unrealized gains on sales of
marketable securities -- -- 7,075 --
Other, net (1,736) (17,068) (7,140) (6,260)
---------- ---------- ---------- ----------
Total other expenses, net (1,736) (17,068) (65) (6,260)
---------- ---------- ---------- ----------

Loss before income taxes (269,305) (233,880) (440,802) (388,180)
---------- ---------- ---------- ----------

INCOME TAXES -- -- -- --
---------- ---------- ---------- ----------
Net loss (269,305) (233,880) (440,802) (388,180)

PRO RATA PORTION OF PREFERRED DIVIDENDS (77,600) (79,100) (155,200) (79,100)
---------- ---------- ---------- ----------

Net loss applicable to common stockholders $ (346,905) $ (312,980) $ (596,002) $ (467,280)
========== ========== ========== ==========

Weighted Average Common Shares Outstanding 12,826,904 12,020,017 12,811,080 11,799,493

Net Loss Per Common Share (Note 3) $ (0.03) $ (0.03) $ (0.05) $ (0.04)
========== ========== ========== ==========

</TABLE>

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

F-22
<PAGE> 47

CHICKEN KITCHEN CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the Six Months Ended
September 30,
------------------------
1999 1998
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(440,802) $(388,180)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 198,659 181,724
Issuance of common stock for services -- 8,000
Gain on sale of marketable securities (7,075) --
Changes in operating assets and liabilities:
Other current assets 31,346 10,678
Advances to affiliate (116,873) --
Other assets (17,456) 4,051
Accounts payable and accrued expenses 54,224 138,045
--------- ---------
Net cash used in operating activities (297,977) (45,682)
--------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (42,286) (256,128)
Sale (purchase) of marketable securities 157,850 (43,380)
--------- ---------
Net cash used in investing activities 115,564 (299,508)
--------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale (purchase) of treasury stock 9,595 (10,172)
Increase in note payable 9,000 (1,694)
--------- ---------
Net cash provided by financing activities 18,595 (11,866)
--------- ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (163,818) (357,056)
--------- ---------

CASH AND CASH EQUIVALENTS, beginning of period 183,430 357,056
--------- ---------

CASH AND CASH EQUIVALENTS, end of period $ 19,612 $ --
========= =========

NONCASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for preferred dividend $ -- $ 202,144
========= =========
Conversion of preferred stock into common stock $ 25 $ 41
========= =========
Loss on sale of treasury stock $ 577 $ --
========= =========

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

</TABLE>

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

F-23
<PAGE> 48

CHICKEN KITCHEN CORPORATION
NOTES TO CONDENSED 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. As of September 30, 1999 and 1998, the Company operated six
restaurant locations.

During the year ended March 31, 1999, the Company commenced the selling of
franchise locations. The franchise agreement grants the franchisee a
non-exclusive license to open and operate a "Chicken Kitchen" restaurant
for a 20-year period, with one additional 20-year option. The Company
collects an initial franchise fee of $25,000, royalty fees and a percentage
of revenues for advertising. At September 30, 1999, six franchise
agreements have been signed; although, the restaurants have not yet opened.

2. BASIS OF PRESENTATION

BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
the Company have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions for Form 10-QSB and Item 310(b) of Regulation S-B. These
financial statements do not include all information and notes required by
generally accepted accounting principles for complete financial statements,
and should be read in conjunction with the audited financial statements and
notes thereto included in the Company's annual report on Form 10-SB for the
year ended March 31, 1999. The March 31, 1999 fiscal year end condensed
balance sheet data was derived from audited financial statements but does
not include all disclosures required by generally accepted accounting
principles. The financial information furnished reflects all adjustments,
consisting only of normal recurring accruals which are, in the opinion of
management, necessary for a fair presentation of the financial position,
results of operations and cash flows for the periods presented. The results
of operations are not necessarily indicative of results of operations,
which may be achieved in the future.

RESTATEMENT
Subsequent to the issuance of the March 31, 1999 financial statements, the
Company determined that the fair value (ranging from $0.675 to $1.575)
utilized to record certain of the common shares issued during fiscal 1998,
for acquisitions and services rendered should have been $0.65 per share
because of the significant number of shares issued, the trading
restrictions, and the stock's thin level of trading. As a result, the
accompanying financial statements present the restated results.

F-24
<PAGE> 49

3. LOSS PER SHARE

Basic loss per common share is computed by dividing net loss attributable
to common stockholders (net loss plus the pro rata portion of preferred
dividends) by the weighted average number of shares of common stock
outstanding during the year. Diluted loss per share, which assumes that the
convertible preferred stock is converted into Class A voting common stock
and the stock options to purchase shares of Class A voting common stock are
exercised, is not presented because the effect would be anti-dilutive for
both 1999 and 1998. The weighted average shares outstanding used in the
computation of net loss attributable to common shares are as follows:

Weighted Average Shares Outstanding
(Unaudited)
-----------------------------------------------------------------------
For the Three Months Ended For the Six Months Ended
September 30, September 30,
------------------------------ -------------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Class A common stock 11,807,954 11,001,067 11,792,130 10,890,873
Class B common stock 1,018,950 1,018,950 1,018,950 908,620
---------- ---------- ---------- ----------
12,826,904 12,020,017 12,811,080 11,799,493
========== ========== ========== ==========

</TABLE>

4. STOCKHOLDERS' EQUITY

In May 1999, 20,000 shares of Class A common stock held in treasury were
sold resulting in proceeds of $9,595. In accordance with generally accepted
accounting principles, the loss on the sale of treasury stock was recorded
directly to Accumulated Deficit. Also, in May 1999, 25 shares of Series A
preferred stock were converted into 50,000 shares of Class A common stock,
in accordance with the Second Offering.

5. COMMITMENTS AND CONTINGENCIES

LEASED PREMISES LITIGATION
The Company is currently a defendant in two lawsuits, filed by two lessors
of restaurant sites, for eviction, based on alleged monetary and
non-monetary breaches of the provisions of the written lease agreement. The
Company is vigorously defending the lawsuit. The action remains pending,
and while the Company is confident in its position, an eviction from the
premises would have a materially adverse effect on the operating cash flow
of the Company. As the case has not yet been set for trial, legal counsel
has advised the Company that it is not possible to determine whether, and
to what extent if any, the Company might suffer adverse judgements. The
parties have recently begun to discuss a possible settlement of the action.

GUARANTEE LITIGATION
A non-interest bearing note payable (with an imputed principal balance and
accrued interest of $112,403 and $103,403 at September 30, 1999 and March
31, 1999, respectively) made in connection with the acquisition of
restaurant assets and a location is collateralized by 100,000 issued shares
of the Company's restricted Class A common stock held in escrow. The note
was due in February 1999 and has not yet been repaid by the Company. The
Company gave notice of its intention to satisfy the note with the escrowed
stock. The holder of the note declined to accept the stock as payment and
has brought a lawsuit for eviction, based on a cross-default provision in
the promissory note and lease. As the lawsuit is in the discovery stage,
legal counsel had advised the Company that it is not possible to determine
whether, and to what extent if any, the Company might suffer adverse
judgement. The Company is vigorously defending the action.

F-25
<PAGE> 50

6. SUBSEQUENT EVENT

</TABLE>

The removal of the Company as a security trading on the OTCBB for a period
exceeding 120 consecutive days constitutes an event of default. The Company
was de-listed on October 21, 1999; therefore, the Company is required to
regain listing by February 18, 2000 in order to avoid being in default. If
the Company is unable to achieve re-listing by February 18, 2000, the
amount of the note issued to the former preferred shareholders would
approximate $5,600,000. The note would be due on the later of 60 days from
the event of default or the return of all shares held by the former
preferred shareholders. Management is presently exploring alternatives to
cure the event of default or obtain sources of additional financing. There
can be no assurance that the Company will regain listing by February 18,
2000, or that the event of default can be cured. Furthermore, there can be
no assurance that the Company will be able to obtain new financing. Under
these circumstances, the Company's ability to continue as a going concern
depends upon the successful resolution of these matters. Accordingly, the
accompanying financial statements do not include any adjustments that might
result from the outcome of this significant uncertainty.

F-26
<PAGE> 51

PART III

EXHIBITS.

The following Exhibits are filed herewith:

2.1 Agreement and Plan of Reorganization dated November 30, 1996 between
the Company and Chicken Kitchen Corporation (Delaware)
3.1 Articles of Incorporation
3.2 First Amendment to Articles (increase in authorized)
3.3 Second Amendment to Articles (increase in authorized)
3.4 Third Amendment to Articles (name change)
3.5 Fourth Amendment to Articles (dual class common)
3.6 Certificate of Designation for Series A Preferred Stock
3.7 Bylaws
10.1 Agreement with Danelex, Inc.
10.2 Consulting Agreement - Alain Berdouare
10.3 Consulting Agreement - Sammut & Associates
10.4 Standard Form of Franchise Agreement
10.5 Employment Agreement with Frank Blackman
10.6 Loan to Ambassa
10.7 Security Agreement
10.8 Stock Option Plan
10.9 Settlement Term Sheet
10.10 Agreement with Patty and Caesars
10.11 Agreements with Olympus Capital
10.11A Agreement with CRG
10.12 Starr's Chicken Grill F/S December 31, 1996

SIGNATURES

In accordance with Section 12 of the Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned; thereunto duly authorized this 16 day of September 1999.

CHICKEN KITCHEN CORPORATION

By: /s/ Christian Mahe de Berdouare
------------------------------------
Christian Mahe de Berdouare,
President and CEO

<PAGE> 1
EXHIBIT 2.1

ACQUISITION OF CKC (DELAWARE)

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.

<PAGE> 2

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 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.

2
<PAGE> 3

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,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.

3
<PAGE> 4

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.

3.02. 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 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

4
<PAGE> 5

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.

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.

5
<PAGE> 6

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 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.

6
<PAGE> 7

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 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.

7
<PAGE> 8

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.

5.02. 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 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.

8
<PAGE> 9

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
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.

9
<PAGE> 10

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.

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.

10
<PAGE> 11

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.

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.

11
<PAGE> 12

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 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;

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.

12
<PAGE> 13

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 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.

13
<PAGE> 14

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.

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

<PAGE> 15
(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.

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.

15
<PAGE> 16

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 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.

16
<PAGE> 17

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> 1
EXHIBIT 3.1

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.

<PAGE> 2

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 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

2
<PAGE> 3

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> 1
EXHIBIT 3.2

1ST AMENDMENT (AUTHORIZED)

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> 1
EXHIBIT 3.3

2ND AMENDMENT (AUTHORIZED)

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> 1

EXHIBIT 3.4

3RD AMENDMENT (NAME CHANGE)

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> 1
EXHIBIT 3.5

4TH AMENDMENT (DUAL CLASS COMMON)

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

<PAGE> 2

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

2
<PAGE> 3

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.

(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> 1
EXHIBIT 3.6

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> 2

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> 3

DESIGNATION, SERIES A PREFERRED

DESIGNATION STATEMENT

Christian de Berdouare and David 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

<PAGE> 4

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 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

2
<PAGE> 5

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 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

3
<PAGE> 6

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 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.

4
<PAGE> 7

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

5
<PAGE> 8

of such holder or its representative as such holder may direct.

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> 9

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:

<PAGE> 10
Delivery Instructions for certificates of Common Stock and for new
certificates representing any remaining shares of Preferred Stock:

NAME OF HOLDER:

(Signature of Holder)

<PAGE> 1
EXHIBIT 3.7

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

<PAGE> 2

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 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

2
<PAGE> 3

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.

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

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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 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.

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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.

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

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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 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

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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 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

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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 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.

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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 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

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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.

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.

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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

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.

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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,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 bylaw
which shall not be altered or repealed by the board of directors.

<PAGE> 1
EXHIBIT 10.1

DANALEX AGREEMENT

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

<PAGE> 2

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 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,

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Seller will conduct the Business diligently and in the ordinary course, use its
best efforts to preserve the relationship of suppliers, 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.

3
<PAGE> 4

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

4
<PAGE> 5

the Business premises and cash registers; (iii) all interests in lease and 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.

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<PAGE> 6

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> 1
EXHIBIT 10.2

Consulting Agreement and General Release

This Agreement is made effective as of October 01, 1997, by and between Chicken
Kitchen Corporation, of 5415 Collins Avenue, Suite 305, Miami Beach, Florida
33140, and Alain Berdouare of 26 Avenue de la Grande Armee, Paris 75017, FRANCE.

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 "AB".

"AB" has a background in finance, and particularly in raising capital and
advising small companies, and is willing to provide services to "CKC" based on
this background.

"CKC" desires to have services provided by "AB".

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on October 01, 1997, "AB" will provide
the following services (collectively, the "Services"): financial and general
advisor, particularly in identifying new sources of capital, introducing
potential franchisees in the U.S., presenting acquisitions candidates, finding
new sources of capital and franchisees in Europe, and special advisor to the
Board of Directors and to the President & CEO, and will make himself available
to become a member of the Board of Directors, and/or Board of Advisors, when
asked by the Chairman of the Board of "CKC".

2. PAYMENT. "CKC" will pay a consulting fee to "AB" for the Services in
restricted shares of "CKC", in the total amount of 500,000 (five hundred
thousand) shares of common stock. These shares shall be made available upon the
signing of this agreement and the receipt of a general release. Upon
termination of this Agreement, no other payment will be due.

3. EXPENSE REIMBURSEMENT. "AB" shall be entitled to reimbursement from "CKC"
for the following "out-of-pocket" expenses:
- travel expenses, meals, postage, copying
- any other reasonable expenses directly associated to the performance of
theses services, and only if first approved by the President & CEO.

4. TERM/TERMINATION. This Agreement will remain in force until December 31,
2001, or unless terminated earlier, in writing by "CKC".

5. RELATIONSHIP OF PARTIES. It is understood by the parties that "AB" 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

<PAGE> 2
benefit, for the benefit of "AB".

6. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to
trade names, trade marks or copyrights, (collectively "Intellectual Property"):

a. Consultant's Intellectual Property. "AB" does not personally hold any
interest in any Intellectual Property, and relinquishes any rights and/or
claims associated with the Company's "Intellectual Property".

7. CONFIDENTIALITY. "AB" recognizes that "CKC" has and will have the following
information:
- future plans
- business affairs
- trade secrets
- copyrights
- strategic business plans
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,
"AB" agrees that "AB" will not at any time or in any manner, either directly or
indirectly, use any Information for "AB"'s own benefit, or divulge, disclose,
or communicate in any manner any Information to any third party without the
prior written consent of "CKC". "AB" will protect the Information and treat it
as strictly confidential.

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

9. 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 prepaid, addressed as follows:

IF for "CKC":

Christian de Berdouare
Chicken Kitchen Corporation
5415 Collins Avenue, Suite 305
Miami Beach, Florida 33140

IF for "AB":

Alain Berdouare
26 Avenue de la Grande Armee
Paris 75017, FRANCE

- ----------------------------
Alain Berdouare

<PAGE> 1

EXHIBIT 10.3

SAMMUTT AGREEMENT

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.

<PAGE> 2

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".

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

<PAGE> 3

"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.

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 prepaid, addressed as follows:

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.

15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as

<PAGE> 4

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.

Party receiving services:
Chicken Kitchen Corporation

By:
Chicken Kitchen Corporation

Party providing services:

By:
Sammut & Associates, Ltd.
Managing Director

<PAGE> 1

EXHIBIT 10.4

CHICKEN KITCHEN

FRANCHISE AGREEMENT

- ----------------------------------------
FRANCHISEE

<PAGE> 2

<TABLE>
<S> <C>
TABLE OF CONTENTS
INTRODUCTION
1. GRANT.......................................................................................... 1
II. TERMS AND RENEWAL.............................................................................. 2
II. DUTEES OF FRANCHISOR........................................................................... 3
IV. FEES........................................................................................... 3
V. CONSTRUCTION OF RESTAURANT..................................................................... 4
VI. TRAINING....................................................................................... 6
VII. DUTIES OF FRANCHISEE........................................................................... 7
VIII. PROPRIETARY MARKS.............................................................................. 11
IX. CONFIDENTIAL MANUAL OF OPERATING PROCEDURES ("MOP")............................................ 12
X. CONFIDENTIAL INFORMATION....................................................................... 13
XI. ACCOUNTING AND RECORDS......................................................................... 13
XII. ADVERTISING.................................................................................... 14
XIII. INSURANCE...................................................................................... 16
XIV. TRANSFER OF INTEREST........................................................................... 16
XV. DEFAULT AND TERMINATION........................................................................ 19
XVI. OBLIGATIONS UPON TERMINATION OR EXPIRATION..................................................... 21
XVII. COVENANTS...................................................................................... 23
XVIII. TAXES, PERMITS, AND INDEBTEDNESS............................................................... 24
XIX. INDEPENDENT CONTRACTOR AND INDEMNIFICATION..................................................... 25
XX. APPROVALS AND WAIVERS.......................................................................... 25
XXI. NOTICES........................................................................................ 26
XXII. ENTIRE AGREEMENT............................................................................... 26
XXIII. SEVERABILITY AND CONSTRUCTION.................................................................. 26
XXIV. APPLICABLE LAW................................................................................. 27
XXV. ACKNOWLEDGMENTS................................................................................ 28

RIDER A - SITE SELECTION ADDENDUM

</TABLE>

<PAGE> 3
CHICKEN KITCHEN

FRANCHISE AGREEMENT

D. This Agreement is entered into as of the ________ day of ________
1999, by and between Chicken Kitchen Corporation, a Florida corporation
(Franchisor), and __________________________ (Franchisee).

INTRODUCTION

A. Franchisor has the right to establish, operate and to license others
to operate restaurants which feature marinated grilled chicken and complimentary
menu items including fresh salads, rice, baked potatoes, beans, corn, fruit
salad, soups, sauces, desserts and beverages, and which offer delivery service
(the Chicken Kitchen System).

B. The Chicken Kitchen System includes certain trade names, service
marks, trademarks, logos, emblems, and indicia of origin, including the mark
CHICKEN KITCHEN(R), the chicken logo and other trade names, service marks, and
trademarks as are now, or in the future may be, designated by Franchisor for use
in connection with the Chicken Kitchen System (the "Proprietary Marks"), quality
food products, distinctive design, decor, color scheme and interior layout for
the restaurants, specifications for equipment and menu items, operating
procedures, and business practices and policies.

C. Franchisor continues to develop, use, and control the use of the
Proprietary Marks so that the public will recognize the Chicken Kitchen System
as the source of services and products having high standards of quality,
appearance, and service.

E. Franchisee wishes to acquire the right to use the Chicken Kitchen
System at the location specified in this Agreement.

F. Franchisee understands and acknowledges the importance of the high
standards of quality, cleanliness, appearance and service of the Chicken Kitchen
System, and the necessity of operating the franchise business in conformity with
the standards and specifications specified by Franchisor.

NOW, THEREFORE, the parties, in consideration of the undertakings and
commitments set forth in this Agreement, agree as follows:

I. GRANT

Franchisor grants to Franchisee a non-exclusive license and franchise
to open and operate a Chicken Kitchen Restaurant at
_________________________________________________________________ (the
"Franchise Business"). Franchisee agrees to operate the Franchise
Business throughout the term of this Agreement in conformity with the
terms of this Agreement.

This license is for the designated location only. Franchisee may not
relocate the Franchise Business without the prior written consent of
Franchisor. If, at the time of execution of this Agreement, the
location of the Franchise Business is not known, Franchisee shall lease
or acquire a location, subject to Franchisor's approval as provided in
the Site Selection Addendum, attached as Rider A- Provided Franchisee
is not in default under this Agreement, Franchisor agrees not to open
or grant a license to anyone other than Franchisee to open a restaurant
utilizing the Chicken Kitchen System within 2 miles of

1
<PAGE> 4

the Franchise Business if the Franchise Business is located in a
suburban area or within 1/2 mile of the Franchise Business if the
Franchise Business is located in a downtown or densely populated area
(the "Protected Area").

Franchisor may use, and license others to use, the Chicken Kitchen
System for the operation of restaurants at any location outside the
Protected Area on such terms and conditions as Franchisor deems
appropriate. Also, Franchisor may market products bearing the
Proprietary Marks which are the same as or similar to products sold or
used in the Franchise Business through retail outlets other than
restaurants that may be located in and outside of the Protected Area.
In addition, Franchisor may acquire chicken restaurants or companies
which own or franchise chicken restaurants which are located within or
outside the Protected Area and may use, or license the use of, other
marks at any location within or outside the Protected Area for the
operation of restaurants which may be similar to the Franchise
Business, without offering Franchisee the right to open the
restaurant(s).

II. TERMS AND RENEWAL

A. The term of this Agreement shall expire on the 20th anniversary of
the date the Franchise Business opens for business.

B. Franchisee may renew this Agreement for 1 additional term of 20
years, provided:

1. FRANCHISEE GIVES FRANCHISOR WRITTEN NOTICE OF FRANCHISEE'S
ELECTION TO RENEW NOT LESS THAN 12 MONTHS, NOR MORE THAN 15
MONTHS, PRIOR TO THE END OF THE INITIAL TERM.

2. FRANCHISEE RENOVATES AND MODERNIZES THE FRANCHISE BUSINESS
PREMISES, INCLUDING EQUIPMENT, SIGNS, DECOR AND FURNISHINGS,
TO REFLECT THE THEN CURRENT STANDARDS AND IMAGE OF THE
CHICKEN KITCHEN SYSTEM.

3. FRANCHISEE IS NOT, AT THE TIME OF NOTICE AND AT THE TIME OF
RENEWAL, IN DEFAULT OF ANY PROVISION OF THIS AGREEMENT, OR
ANY OTHER AGREEMENT BETWEEN FRANCHISEE AND FRANCHISOR OR ANY
SUBSIDIARY OR AFFILIATE OF FRANCHISOR, AND FRANCHISEE HAS
PERFORMED ITS OBLIGATIONS THROUGHOUT THE TERMS OF THE
AGREEMENTS.

4. FRANCHISEE HAS SATISFIED ALL MONETARY OBLIGATIONS OWED BY
FRANCHISEE TO FRANCHISOR AND FRANCHISOR'S SUBSIDIARIES AND
AFFILIATES, AND HAS TIMELY MET THOSE OBLIGATIONS THROUGHOUT
THE TERM OF THIS AGREEMENT.

5. FRANCHISEE HAS THE RIGHT TO REMAIN IN POSSESSION OF THE
DESIGNATED LOCATION FOR THE DURATION OF THE RENEWAL TERM.

6. FRANCHISEE EXECUTES FRANCHISOR'S THEN CURRENT FORM OF
RENEWAL FRANCHISE AGREEMENT, WHICH AGREEMENT SHALL SUPERSEDE
AND REPLACE THIS AGREEMENT, AND PAYS A RENEWAL FEE EQUAL TO
50% OF THE THEN CURRENT INITIAL FRANCHISE FEE FOR NEW
FRANCHISES OR, IF FRANCHISOR IS NOT GRANTING NEW FRANCHISES
AT THE TIME,THE RENEWAL FEE SHALL BE $25,000.00. THE TERMS
AND CONDITIONS OF THE RENEWAL FRANCHISE AGREEMENT MAY DIFFER
MATERIALLY FROM THE PROVISIONS OF THIS AGREEMENT, INCLUDING
HIGHER FEES AND ADVERTISING CONTRIBUTION.

7. TO THE FULLEST EXTENT PERMITTED BY LAW, FRANCHISEE EXECUTES
A GENERAL RELEASE OF ALL CLAIMS AGAINST FRANCHISOR AND ITS
SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, AGENTS AND EMPLOYEES.

2
<PAGE> 5

III. DUTEES OF FRANCHISOR

A. Franchisor shall make available to Franchisee standard plans and
specifications for the layout of a Chicken Kitchen Restaurant. These plans and
specifications may be used only in the preparation of final plans and
specifications for the Franchise Business. An architect and/or engineer must be
employed by Franchisee to prepare final architectural and mechanical plans and
specifications, which plans must be approved by Franchisor.

B. Franchisor will, upon request, provide guidelines for evaluating
proposed sites for the Franchise Business.

C. Franchisor will make available an initial training program prior to
the opening of the Franchise Business for Franchisee, the initial General
Manager and a manager trainee, and the Head Cook, and shall make available such
other training programs for Franchisee and Franchisee's employees as Franchisor
deems appropriate.

D. Franchisor shall provide up to 7 days of pre-opening and opening
guidance and assistance at the Franchise Business.

E. Franchisor shall provide continuing advisory assistance to
Franchisee in the operation, advertising and promotion of the Franchise Business
as Franchisor deems advisable. The advisory assistance may be provided in person
or by telephone, E-mail or written communication.

F. Franchisor shall make available, from time to time, advertising and
promotional materials for local advertising as described in Section XIII.B.
Franchisee must pay, within 30 days of invoicing, the charge for all materials
ordered by Franchisee.

G. Franchisor shall provide Franchisee with bookkeeping guidelines and
procedures for maintaining internal financial controls.

H. Franchisor shall loan to Franchisee 1 numbered copy of the Manual of
Operating Procedures (the "MOP") as more fully described in Section IX. If the
MOP is lost or damaged, Franchisor will furnish Franchisee with a replacement
MOP for $500.

I. Upon request of Franchisee, provided Franchisor has personnel
available, Franchisor shall provide additional consulting services. Franchisee
shall pay Franchisor for additional consulting services requested by Franchisee
the sum of $300.00, as adjusted each January to reflect changes in the Consumer
Price Index - All Items (CPI-W) with the base year being January 1998, per day
(up to a maximum of 8 hours) per person plus all travel, lodging, meals and
other expenses incurred by Franchisor's personnel who provide the requested
consulting services.

IV. FEES

A. Franchisee agrees to pay to Franchisor an initial franchise fee of
$25,000,00, payable (i) $10,000.00 upon execution of this Agreement and (ii)
$15,000.00 on the date the site for the Franchise Business is leased or
purchased. If Franchisee controls the site when this Agreement is signed, the
entire initial franchise fee must be paid upon execution. Franchisor may
terminate this Agreement if Franchisee fails to identify a site acceptable to
Franchisor within 120 days from the date of this Agreement by refunding, without
interest, Franchisee's payment less $5,000. Once an acceptable site is
identified, the initial franchise fee will be fully earned and non-refundable.

B. During the initial term of this Agreement, Franchisee shall pay to
Franchisor a continuing weekly royalty fee in an amount equal to 4% of Gross
Sales for the preceding week, as defined in Section IV.E.

C. Recognizing the value of marketing, advertising and sales promotion
to the goodwill and public image of the Chicken Kitchen System, Franchisee shall
pay to Franchisor on a weekly basis, for inclusion in an Advertising Fund, the
amount specified by Franchisor, which amount will not exceed 4% of Gross Sales.
If there are less than 5 Chicken Kitchen Restaurants in the television area of
dominant influence (A.D.I.) in which the

3
<PAGE> 6

Franchise Restaurant is located, Franchisee shall pay 2% of Gross Sales into the
Advertising Fund and shall spend not less than 2% of Gross Sales locally.
Franchisee's obligation to make payments to the Advertising Fund is in addition
to Franchisee's obligation to advertise locally, as set forth in Section XII.A;
however, in no event will the required advertising expenditures exceed 4% of
Gross Sales. The Advertising Fund, if any, shall be maintained and administered
by Franchisor as provided in Section XII.F. Franchisor agrees that during the
first 2 years of the term of this Agreement the maximum amount, in addition to
any sums paid because of a deficiency in Franchisee's local advertising
expenditures, Franchisee will be required to pay to Franchisor for inclusion in
the Advertising Fund is 2% of Gross Sales. Franchisee must furnish Franchisor
with evidence of the local advertising and sales promotion expenditures within
30 days after the end of each 3 month period.

D. All weekly payments required by this Section IV and by Section XII,
together with the reports or statements required by Section XI, must be received
by Franchisor by the Friday following the end of the week for which the payment
and reports relate. Any payment or report not received by Franchisor on or
before the due date shall be deemed overdue. Franchisee shall pay Franchisor
interest on any past-due amount from the date it was due until paid at the rate
of 1.5% per month, or the maximum rate permitted by law, whichever is less.
Entitlement to interest shall be in addition to any other remedies Franchisor
may have.

E. As used in this Agreement, "Gross Sales" includes all revenue from
the sale of food, merchandise and services by the Franchise Business, including
all delivered items, whether for cash or credit, and regardless of collection in
the case of a credit sale, and shall include all payments to Franchisee under
any business interruption insurance or similar insurance policy, and income of
every kind and nature related to the Franchise Business including sales away
from the premises through mobile units or temporary facilities at special events
if Franchisor permits such sales. Gross Sales shall not include revenues from
any sales taxes or other taxes collected from customers by Franchisee for
transmittal to the appropriate taxing authority.

V. CONSTRUCTION OF RESTAURANT

A. Before commencing construction of the Franchise Business premises,
Franchisee, at Franchisee's expense, shall comply with all of the following
requirements:

1. FRANCHISEE MUST OBTAIN ALL ZONING CLASSIFICATIONS, APPROVALS
AND PERMITS REQUIRED BY STATE AND LOCAL LAW FOR THE
CONSTRUCTION AND OPERATION OF THE FRANCHISE BUSINESS.
FRANCHISEE SHALL CERTIFY IN WRITING TO FRANCHISOR THAT ALL
SUCH PERMITS AND APPROVALS HAVE BEEN OBTAINED.

2. FRANCHISEE SHALL EMPLOY A QUALIFIED ARCHITECT OR ENGINEER TO
PREPARE FINAL PLANS AND SPECIFICATIONS FOR THE CONSTRUCTION
OF FRANCHISE BUSINESS PREMISES BASED UPON THE STANDARD PLANS
AND SPECIFICATIONS FAMISHED BY FRANCHISOR. THE PLANS MUST BE
APPROVED BY FRANCHISOR IN WRITING BEFORE THE COMMENCEMENT OF
CONSTRUCTION, AND ONCE APPROVED BY FRANCHISOR, THE PLANS MAY
NOT BE CHANGED WITHOUT THE PRIOR WRITTEN CONSENT OF
FRANCHISOR.

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3. FRANCHISEE SHALL EMPLOY A QUALIFIED, LICENSED GENERAL
CONTRACTOR TO CONSTRUCT THE FRANCHISE BUSINESS PREMISES.
FRANCHISEE SHALL OBTAIN AND MAINTAIN IN FORCE, DURING THE
ENTIRE PERIOD OF CONSTRUCTION, THE INSURANCE REQUIRED UNDER
SECTION XIII.

B. During the period of construction, Franchisor and its agents shall
have the right to inspect the construction site at all reasonable times.

C. Franchisee shall complete construction (including all exterior and
interior carpentry, electrical, plumbing, painting and finishing work, and
installation of all furniture, fixtures, equipment, and signs) in accordance
with the approved final plans, at Franchisee's expense, within 6 months after
the Franchise Business premises are leased or purchased (exclusive of time lost
by reason of strikes, lockouts, fire, and other casualties and acts of God).
Upon request, which shall not be unreasonably withheld, Franchisor will grant
reasonable additional time to the Franchisee to complete construction.

D. Franchisee shall notify Franchisor when the construction is
completed, and within a reasonable time after notice, Franchisor shall inspect
the Franchise Business premises. Franchisee may not open the Franchise Business
without written authorization from Franchisor, and Franchisor's authorization to
open may be conditioned upon Franchisee's compliance with the specifications of
the approved final plans and with the standards of the Chicken Kitchen System.

E. Franchisee shall open the Franchise Business within 10 days after
receipt of Franchisor's written authorization to open. The parties agree that
time is of the essence in the construction and opening of the Franchise
Business.

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VI. TRAINING

A. Prior to the opening of the Franchise Business, Franchisee (or, if
Franchisee is a corporation, a principal of the corporation designated to
supervise the operation of the Franchise Business approved by Franchisor) and
the General Manager, shall attend and successfully complete, to Franchisor's
satisfaction, the management training program offered by Franchisor. The
management training program shall be conducted at locations and at times and for
periods specified by Franchisor. Any persons subsequently employed by Franchisee
in the position of General Manager must complete Franchisor's management
training program. Franchisee agrees that the Franchise Business will at no time
be managed on a regular basis by someone who has not successfully completed the
management training program.

B. Prior to the opening of the Franchise Business, Franchisee's Head
Cook shall attend and successfully complete Franchisor's training program for
Head Cooks. Any persons subsequently employed by Franchisee as the Head Cook
shall also attend and successfully complete Franchisor's Head Cook training
program.

C. Franchisee agrees to participate in continuing training programs,
which may be offered by Franchisor to implement new operational and
merchandising standards. Franchisee shall offer a training program for employees
of the Franchise Business and agrees to staff the Franchise Business at all
times with a staff of trained employees sufficient to operate the Franchise
Business in accordance with this Agreement and the MOP.

D. There will be no charge for attending the initial management and
Head Cook training program; however, Franchisor may impose a fee for attendance
at subsequent management and Head Cook training programs, for continuing
training programs and for training materials. Franchisee shall pay all travel
and living expenses, compensation, workers' compensation and other expenses
incurred by Franchisee and Franchisee's employees when attending the training
programs.

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VII. DUTIES OF FRANCHISEE

A. Franchisee understands and acknowledges that compliance with every
detail of the Chicken Kitchen System in the operation of the Franchise Business
is important to Franchisee, Franchisor and other franchisees in order to develop
and maintain high operating standards, to increase the demand for the services
and products sold by all restaurants which are part of the Chicken Kitchen
System, and to protect Franchisor's reputation and the goodwill of the Chicken
Kitchen System.

B. A corporate Franchisee must comply with the following requirements
throughout the term of this Agreement:

1. Franchisee shall furnish Franchisor with its Articles of
Incorporation, Bylaws, other governing documents and any
other documents Franchisor may reasonably request, and any
amendments.

2. Franchisee shall limit Franchisee's activities, and its
Articles of Incorporation and Bylaws shall at all times
provide that Franchisee's only business activities shall be
operating the Franchise Business and other businesses
operated under franchises granted by Franchisor.

3. Franchisee shall maintain stop transfer instructions against
the transfer of any equity securities; and shall issue no
securities which do not contain the following printed
legend:

THE TRANSFER OF THIS STOCK IS SUBJECT TO THE TERMS
AND CONDITIONS OF A FRANCHISE AGREEMENT WITH
CHICKEN KITCHEN CORPORATION. REFERENCE IS MADE TO
THE PROVISIONS OF THE FRANCHISE AGREEMENT AND TO
THE ARTICLES OF INCORPORATION AND BYLAWS OF THIS
CORPORATION.

4. There shall be no transfer or issuance of Franchisee's stock
without the prior written approval of Franchisor.

5. All shareholders of Franchisee must agree to be bound by the
terms and conditions of this Agreement.

6. Franchisee shall maintain a current list of all owners of
record and all beneficial owners of any class of voting
stock of Franchisee and shall furnish the list to Franchisor
upon request.

C. A Franchisee which is a partnership must comply with the following
requirements throughout the term of this Agreement:

1. Franchisee shall furnish Franchisor with a copy of the
partnership agreement and such other documents as Franchisor
may reasonably request and all amendments.

2. Franchisee shall prepare and furnish to Franchisor, upon
request, a current list of all general and limited partners
in Franchisee.

A Franchisee who operates the Franchise Business as a sole proprietor
must, unless otherwise approved in writing by Franchisor, devote his full time
and best efforts to the day-to-day operation of the Franchise Business with no
other operational or management commitments in other businesses (other than
restaurants operated under franchises granted by Franchisor).

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<PAGE> 10

A Franchisee which is a limited liability company must comply with the
following requirements throughout the term of this Agreement:

1. FRANCHISEE SHALL FURNISH FRANCHISOR WITH ITS ARTICLES OF
ORGANIZATION, REGULATIONS AND OPERATING AGREEMENT, OTHER
GOVERNING DOCUMENTS AND ANY OTHER DOCUMENTS FRANCHISOR MAY
REASONABLY REQUEST, AND ANY AMENDMENTS.

2. FRANCHISEE SHALL LIMIT FRANCHISEE'S ACTIVITIES, AND ITS
ARTICLES OF ORGANIZATION AND REGULATIONS AND OPERATING
AGREEMENT SHALL AT ALL TIMES PROVIDE THAT FRANCHISEE'S ONLY
BUSINESS ACTIVITIES SHALL BE OPERATING THE FRANCHISE
BUSINESS AND OTHER BUSINESSES OPERATED UNDER FRANCHISES
GRANTED BY FRANCHISOR.

3. FRANCHISEE SHALL PREPARE AND FURNISH TO FRANCHISOR, UPON
REQUEST, A CURRENT LIST OF ALL MEMBERS OF FRANCHISEE.

FRANCHISEE SHALL USE THE FRANCHISE BUSINESS PREMISES SOLELY
FOR THE OPERATION OF A CHICKEN KITCHEN RESTAURANT. THE
FRANCHISE BUSINESS SHALL BE OPEN DURING SUCH HOURS AND DAYS
AS FRANCHISOR MAY FROM TIME TO TIME SPECIFY IN THE MOP OR AS
FRANCHISOR MAY OTHERWISE APPROVE IN WRITING.

FRANCHISEE AGREES THAT THE FRANCHISE BUSINESS SHALL AT ALL
TIMES BE UNDER THE DIRECT, ON PREMISES SUPERVISION OF
FRANCHISEE OR A TRAINED GENERAL MANAGER. FRANCHISEE AGREES
TO MAINTAIN A COMPETENT, CONSCIENTIOUS, TRAINED STAFF, AND
TO TAKE SUCH STEPS AS ARE NECESSARY TO ENSURE THAT ALL
EMPLOYEES OF THE FRANCHISE BUSINESS KEEP. A NEAT AND CLEAN
PERSONAL APPEARANCE, PRESERVE GOOD CUSTOMER RELATIONS AND
COMPLY WITH THE DRESS CODES PRESCRIBED BY FRANCHISOR.

FRANCHISEE SHALL MEET AND MAINTAIN THE HIGHEST HEALTH
STANDARDS AND RATINGS APPLICABLE TO THE OPERATION OF THE
FRANCHISE BUSINESS. FRANCHISEE SHALL FURNISH TO FRANCHISOR,
WITHIN 5 DAYS AFTER RECEIPT, A COPY OF ANY VIOLATION OR
CITATION, WHICH INDICATES FRANCHISEE'S FAILURE TO MAINTAIN
LOCAL HEALTH OR SAFETY STANDARDS IN THE OPERATION OF THE
FRANCHISE BUSINESS.

TO INSURE THAT THE HIGHEST DEGREE OF QUALITY AND SERVICE IS
MAINTAINED, FRANCHISEE SHALL OPERATE THE FRANCHISE BUSINESS
IN STRICT CONFORMITY WITH SUCH METHODS, STANDARDS AND
SPECIFICATIONS AS FRANCHISOR MAY FROM TIME TO TIME PRESCRIBE
IN THE MOP OR OTHERWISE IN WRITING. FRANCHISEE AGREES:

1. TO MAINTAIN IN SUFFICIENT SUPPLY AND TO USE AT ALL TIMES,
ONLY SUCH FIXTURES, FURNISHINGS, EQUIPMENT, SIGNS, MENU
ITEMS, INGREDIENTS, PRODUCTS, MATERIALS, SUPPLIES AND PAPER
GOODS AS CONFORM TO THE STANDARDS AND SPECIFICATIONS
PRESCRIBED OR APPROVED BY FRANCHISOR.

2. TO USE IN THE FRANCHISE BUSINESS ONLY MENUS AND PROMOTIONAL
MATERIALS, WHICH COMPLY WITH FRANCHISOR'S PRESCRIBED
SPECIFICATIONS.

3. TO SELL OR OFFER FOR SALE ONLY MENU ITEMS, PRODUCTS AND
SERVICES APPROVED IN WRITING BY FRANCHISOR; TO SELL OR OFFER
FOR SALE ALL MENU ITEMS, PRODUCTS AND SERVICES SPECIFIED BY
FRANCHISOR; TO REFRAIN FROM ANY DEVIATION FROM FRANCHISOR'S
STANDARDS AND SPECIFICATIONS WITHOUT FRANCHISOR'S PRIOR
WRITTEN CONSENT; AND TO DISCONTINUE SELLING AND OFFERING FOR
SALE ANY MENU ITEMS, PRODUCTS OR SERVICES WHICH FRANCHISOR
MAY, IN ITS DISCRETION, DISAPPROVE IN WRITING AT ANY TIME.
WITH RESPECT TO THE OFFER AND SALE OF ALL MENU ITEMS,

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PRODUCTS AND SERVICES, FRANCHISEE SHALL HAVE SOLE DISCRETION
AS TO THE PRICES TO BE CHARGED TO CUSTOMERS.

4. TO PURCHASE AND INSTALL, AT FRANCHISEE'S EXPENSE, ALL
FIXTURES, FURNISHINGS, EQUIPMENT, AND SIGNS WHICH FRANCHISOR
MAY REASONABLY SPECIFY IN THE MOP OR OTHERWISE IN WRITING,
AND TO REFRAIN FROM INSTALLING OR PERMITTING TO BE INSTALLED
ON OR ABOUT THE FRANCHISE BUSINESS PREMISES, WITHOUT
FRANCHISOR'S PRIOR WRITTEN CONSENT, ANY FIXTURES,
FURNISHINGS, EQUIPMENT, PUBLIC TELEPHONES, SIGNS, VENDING
AND AMUSEMENT MACHINES OR OTHER ITEMS NOT PREVIOUSLY
APPROVED AS MEETING FRANCHISOR'S STANDARDS AND
SPECIFICATIONS.

THE AVAILABILITY OF DELIVERY SERVICE AND ON AND OFF PREMISES CATERING ARE
IMPORTANT ELEMENTS OF THE CHICKEN KITCHEN SYSTEM. FRANCHISEE AGREES TO
PROVIDE DELIVERY AND CATERING SERVICES WITHIN A 3 MILE RADIUS OF THE
FRANCHISE BUSINESS, EXCEPT THAT THE REQUIRED DELIVERY AREA SHALL BE 10
BLOCKS IF THE FRANCHISE BUSINESS IS LOCATED IN A DOWNTOWN OR DENSELY
POPULATED AREA (THE "DELIVERY AREA") AND MAY PROVIDE THESE SERVICES OUTSIDE
THE DELIVERY AREA AS LONG AS THE DELIVERY OR CATERING ADDRESS IS NOT WITHIN
THE DELIVERY AREA OF ANOTHER RESTAURANT WHICH IS A PART OF THE CHICKEN
KITCHEN SYSTEM. FRANCHISOR SHALL ARBITRATE ANY CONFLICT BETWEEN FRANCHISEE
AND ANOTHER FRANCHISEE AS TO THE BOUNDARY OF THE DELIVERY AREA, AND THE
DECISION OF FRANCHISOR SHALL BE FINAL AND BINDING. FRANCHISEE ACKNOWLEDGES
THAT ANOTHER FRANCHISEE'S DELIVERY AREA MAY EXTEND INTO FRANCHISEE'S
DELIVERY AREA SO THAT CERTAIN ADDRESSES IN THE DELIVERY AREA MAY BE ABLE TO
OBTAIN DELIVERY SERVICES FROM THE FRANCHISE BUSINESS AND A RESTAURANT
OPERATED BY ANOTHER FRANCHISEE. FRANCHISEE AGREES NOT TO CHARGE A SEPARATE
FEE FOR DELIVERY SERVICE NOR TO CHARGE MENU PRICES FOR DELIVERY SERVICE
WHICH ARE DIFFERENT THAN THOSE CHARGED FOR PURCHASES MADE IN THE FRANCHISE
BUSINESS. DELIVERY AND CATERING SERVICES SHALL BE CONDUCTED IN ACCORDANCE
WITH DIRECTIVES OF FRANCHISOR SET OUT IN THE MOP OR OTHERWISE IN WRITING.

FRANCHISEE SHALL PURCHASE ALL FOOD ITEMS, INGREDIENTS, SUPPLIES, MATERIALS
AND OTHER PRODUCTS USED OR OFFERED FOR SALE IN THE FRANCHISE BUSINESS, AND
ALL FIXTURES, FURNISHINGS, EQUIPMENT (INCLUDING CASH REGISTERS AND ANY
COMPUTER HARDWARE AND/OR SOFTWARE) AND SIGNS FROM SUPPLIERS (INCLUDING
MANUFACTURERS, DISTRIBUTORS AND OTHER SOURCES) WHO DEMONSTRATE, TO THE
CONTINUING REASONABLE SATISFACTION OF FRANCHISOR, THE ABILITY TO MEET
FRANCHISOR'S THEN CURRENT STANDARDS AND SPECIFICATIONS FOR SUCH ITEMS, WHO
POSSESS ADEQUATE QUALITY CONTROLS AND CAPACITY TO PROMPTLY AND RELIABLY
DELIVER PRODUCTS, AND WHO ARE APPROVED IN WRITING BY FRANCHISOR. FRANCHISEE
SHALL ONLY UTILIZE POINT OF SALE PROGRAMMABLE CASH REGISTERS OR COMPUTER
TERMINALS, WHICH ARE FULLY COMPATIBLE WITH ANY INFORMATION MANAGEMENT
SYSTEM FRANCHISOR, IN ITS DISCRETION, MAY EMPLOY, EVEN IF THE INFORMATION
MANAGEMENT SYSTEM IS NOT FULLY OPERATIONAL. ALL SALES SHALL BE RECORDED ON
SUCH CASH REGISTERS OR COMPUTER TERMINALS. FRANCHISOR MAY REQUIRE THAT
FRANCHISEE'S CASH REGISTERS OR COMPUTER TERMINALS BE ON-LINE WITH
FRANCHISOR'S COMPUTER SO THAT FRANCHISOR CAN PULL SALES DATA DAILY. THE
COST OF ALL EQUIPMENT REQUIRED TO PUT FRANCHISEE'S CASH REGISTERS OR
COMPUTER TERMINALS ON-LINE WITH FRANCHISOR'S COMPUTER, INCLUDING WITHOUT
LIMITATION A MODEM AND DEDICATED TELEPHONE LINE, SHALL BE PAID FOR BY
FRANCHISEE. IF FRANCHISEE DESIRES TO PURCHASE ANY PRODUCTS FORM AN
UNAPPROVED SUPPLIER, FRANCHISEE OR THE SUPPLIER SHALL SUBMIT TO FRANCHISOR
A WRITTEN REQUEST FOR APPROVAL. FRANCHISEE MAY NOT PURCHASE FROM ANY
SUPPLIER UNTIL THE SUPPLIER HAS BEEN APPROVED IN WRITING BY FRANCHISOR.
FRANCHISOR HAS THE RIGHT TO REQUIRE THAT ITS REPRESENTATIVES BE PERMITTED
TO INSPECT THE SUPPLIER'S FACILITIES, AND THAT SAMPLES FROM THE SUPPLIER BE
DELIVERED EITHER TO FRANCHISOR OR TO AN INDEPENDENT LABORATORY DESIGNATED
BY FRANCHISOR FOR

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TESTING. A CHARGE NOT TO EXCEED THE REASONABLE COST OF THE INSPECTION AND
THE ACTUAL COST OF THE TEST SHALL BE PAID BY FRANCHISEE OR THE SUPPLIER.
FRANCHISOR RESERVES THE RIGHT, AT ITS OPTION, TO RE-INSPECT FROM TIME TO
TIME THE FACILITIES AND PRODUCTS OF ANY APPROVED SUPPLIER AND TO REVOKE ITS
APPROVAL UPON THE SUPPLIER'S FAILURE TO CONTINUE TO MEET ANY OF
FRANCHISOR'S THEN CURRENT CRITERIA.

FRANCHISEE ACKNOWLEDGES AND AGREES THAT FRANCHISOR MAY DEVELOP FOR USE IN
THE CHICKEN KITCHEN SYSTEM PRODUCTS MADE FROM CONFIDENTIAL SECRET RECIPES
AND FORMULAE THAT ARE TRADE SECRETS OF FRANCHISOR. FRANCHISEE AGREES THAT,
IF ANY PROPRIETARY PRODUCTS ARE OR BECOME A PART OF THE CHICKEN KITCHEN
SYSTEM, FRANCHISEE WILL USE ONLY FRANCHISOR'S SECRET RECIPE PRODUCTS AND
SHALL PURCHASE FROM FRANCHISOR OR FROM A SOURCE DESIGNATED BY FRANCHISOR
ALL OF FRANCHISEE'S REQUIREMENTS OF THE PRODUCTS. CURRENTLY, THE ONLY
PROPRIETY PRODUCT IS THE MARINADE MIX FOR THE CHICKEN. FRANCHISEE AGREES
NOT TO, NOR TO PERMIT ANYONE TO, ANALYZE OR IN ANY WAY REPRODUCE OR SELL
THE MARINADE MIX, AND FURTHER AGREES TO USE THE MARINADE MIX ONLY IN THE
FRANCHISE BUSINESS AND IN THE MANNER PRESCRIBED BY FRANCHISOR.

FRANCHISEE SHALL MAINTAIN THE FRANCHISE BUSINESS IN THE HIGHEST DEGREE OF
SANITATION AND REPAIR, AND WILL MAKE ANY ADDITIONS, ALTERATIONS, REPAIRS
AND REPLACEMENTS (BUT NO OTHERS WITHOUT FRANCHISEE'S PRIOR WRITTEN
CONSENT) AS MAY BE REQUIRED FOR THAT PURPOSE, INCLUDING, WITHOUT
LIMITATION, PERIODIC REPAIRS TO OR REPAINTING OR REPLACEMENT OF OBSOLETE
SIGNS, FURNISHINGS, EQUIPMENT, AND DECOR AS FRANCHISOR MAY REASONABLY
DIRECT.

AT FRANCHISOR'S REQUEST, WHICH SHALL NOT BE MORE OFTEN THAN ONCE EVERY 5
YEARS, FRANCHISEE AGREES TO REFURBISH THE FRANCHISE BUSINESS AT
FRANCHISEE'S EXPENSE TO CONFORM TO THE BUILDING DESIGN, TRADE DRESS, COLOR
SCHEMES AND PRESENTATION OF TRADEMARKS AND SERVICE MARKS THEN SPECIFIED BY
FRANCHISOR AS THE CURRENT IMAGE OF RESTAURANTS UNDER THE CHICKEN KITCHEN
SYSTEM. REFURBISHING MAY INCLUDE, WITHOUT LIMITATION, STRUCTURAL CHANGES,
REPLACEMENT OF WORN OUT OR OBSOLETE FIXTURES, EQUIPMENT AND SIGNS, THE
SUBSTITUTION OF ADDITION OF NEW OR IMPROVED FIXTURES, EQUIPMENT AND SIGNS,
REDECORATING, ALTERATION OF THE STORE FRONT AND MODIFICATION OF THE DESIGN
AND LAYOUT. REFURBISHING WILL BE COMMENCED AND COMPLETED WITHIN THE
REASONABLE TIME SPECIFIED BY FRANCHISOR.

FRANCHISOR AND ITS REPRESENTATIVE SHALL HAVE THE UNRESTRICTED RIGHT TO
ENTER THE FRANCHISE BUSINESS AND CONDUCT SUCH INSPECTIONS AS IT DEEMS
NECESSARY TO ASCERTAIN IF FRANCHISEE IS COMPLYING WITH THIS AGREEMENT AND
THE STANDARDS, SPECIFICATIONS AND PROCEDURES PRESCRIBED BY FRANCHISOR. THE
INSPECTIONS MAY BE CONDUCTED WITHOUT NOTICE AT ANY TIME WHEN FRANCHISEE OR
AN EMPLOYEE OF FRANCHISEE IS AT THE FRANCHISE BUSINESS. FRANCHISOR AGREES
TO PERFORM THE INSPECTIONS IN A MANNER THAT MINIMIZES INTERFERENCE WITH THE
OPERATION OF THE FRANCHISE BUSINESS. FRANCHISEE AGREES TO COOPERATE WITH
FRANCHISOR AND ITS REPRESENTATIVES IN THE INSPECTIONS BY RENDERING ANY
ASSISTANCE REASONABLY REQUESTED. UPON WRITTEN NOTICE FROM FRANCHISOR OR ITS
REPRESENTATIVES, AND WITHOUT LIMITING FRANCHISOR'S OTHER RIGHTS UNDER THIS
AGREEMENT, FRANCHISEE SHALL CORRECT SUCH DEFICIENCIES DETECTED DURING ANY
SUCH INSPECTION WITHIN 30 DAYS, INCLUDING, WITHOUT LIRNITATION,
DISCONTINUING FURTHER USE OF ANY EQUIPMENT, ADVERTISING MATERIALS,
PRODUCTS, INGREDIENTS, SUPPLIES OR OTHER ITEMS THAT DO NOT CONFORM TO
FRANCHISOR'S THEN CURRENT SPECIFICATIONS, STANDARDS OR REQUIREMENTS.
FRANCHISEE ACKNOWLEDGES THAT THE DEVELOPMENT AND SALE OF NEW OR MODIFIED
PRODUCTS FOR USE IN THE CHICKEN KITCHEN SYSTEM SHALL BE CONTROLLED BY
FRANCHISOR, IN ITS SOLE DISCRETION, DURING THE RESEARCH, MARKET TESTING AND
ROLL-OUT STAGES OF DEVELOPMENT. FRANCHISEE SHALL BE AUTHORIZED TO SELL NEW
OR MODIFIED PRODUCTS ONLY AFTER THE PRODUCTS HAVE BEEN APPROVED BY
FRANCHISOR FOR GENERAL USE IN THE CHICKEN KITCHEN SYSTEM.

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FRANCHISEE SHALL COMPLY WITH ALL OTHER REQUIREMENTS SET FORTH IN THIS
AGREEMENT AND THE MOP.

VIII. PROPRIETARY MARKS

A. FRANCHISOR REPRESENTS WITH RESPECT TO THE PROPRIETARY MARKS THAT
FRANCHISOR HAS THE RIGHT TO ESTABLISH AND OPERATE, AND THE RIGHT TO LICENSE
OTHERS TO ESTABLISH AND OPERATE, RESTAURANTS USING THE CHICKEN KITCHEN SYSTEM
AND PROPRIETARY MARKS.

B. With respect to Franchisee's use of the Proprietary Marks pursuant
to this Agreement, Franchisee agrees that:

1. Franchisee shall use only the Proprietary Marks designated
by Franchisor, and shall use them only in the manner
specified by Franchisor.

2. Franchisee shall use the Proprietary Marks only for the
operation of the Franchise Business.

3. Unless otherwise authorized or required by Franchisor,
Franchisee shall operate and advertise the Franchise
Business only under the name CHICKEN KITCHEN, without any
prefix or suffix. Franchisee may not use the Proprietary
Marks as part of any corporate or other legal name.

4. During the term of this Agreement and any renewal,
Franchisee will indicate, in the manner specified by
Franchisor, that the Franchise Business is independently
owned and operated under a franchise in a notice posted in
the Franchise Business and on invoices, order forms,
receipts, checks and contracts.

5. Franchisee's may use the Proprietary Marks only for the
purposes and in the manner authorized in this Agreement. Any
other use of the Proprietary Marks shall constitute an
infringement of Franchisor's rights.

6. Franchisee shall not use the Proprietary Marks to incur any
obligation or indebtedness on behalf of Franchisor.

7. Franchisee shall comply with Franchisor's instructions in
filing and maintaining any requisite trade name or
fictitious name registrations, and shall execute any
documents deemed necessary by Franchisor or its counsel to
obtain protection for the Proprietary Marks or to maintain
their continued validity and enforceability.

8. Franchisee agrees not to do anything which could adversely
affect Franchisor's ownership of the Proprietary Marks, and
to immediately notify Franchisor of any infringement or
imitations and any challenges to Franchisee's use of any of
the Proprietary Marks. Franchisor has sole discretion as to
what action, if any, should be taken. Franchisee agrees to
cooperate with Franchisor in preventing the infringement,
imitation, or misuse of any of the Proprietary Marks and
agrees to be named as a party in any legal action if
requested by Franchisor. The legal expenses incident to
Franchisee's participation in a proceeding at Franchisor's
request shall be paid by Franchisor.

C. Franchisee understands and acknowledges that:

1. Franchisor is the owner of all right, title and interest in
and to the Proprietary Marks and the goodwill associated
with and symbolized by them.

2. The Proprietary Marks are valid and serve to identify the
Chicken Kitchen System and those who are authorized to
operate under the Chicken Kitchen System.

3. Franchisee shall not directly or indirectly contest the
validity or Franchisor's ownership of the Proprietary Marks.

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4. Franchisee's use of the Proprietary Marks pursuant to this
Agreement does not give Franchisee any ownership interest or
other interest in or to the Proprietary Marks, except the
license to use the marks granted by this Agreement.

5. All goodwill arising from Franchisee's use of the
Proprietary Marks shall inure solely and exclusively to
Franchisor's benefit; and, upon expiration or termination of
this Agreement and the license granted, the goodwill
associated with Franchisee's use of the Chicken Kitchen
System and the Proprietary Marks will have no monetary
value.

6. The right and license of the Proprietary Marks granted to
Franchisee is non-exclusive, and Franchisor has and retains
the right to:

a. Use the Proprietary Marks itself in connection with
selling products and services.

b. Grant other licenses to third parties giving them
the right to use the Proprietary Mark.

c. Develop and establish other systems using the
Proprietary Marks or similar marks, or any other proprietary
marks, and to grant licenses to use the marks without any
obligation to offer a license to Franchisee.

7. Franchisor has the right to substitute different propriety marks for
use in identifying restaurants operating under the Chicken Kitchen System if any
of the Proprietary Marks can no longer be used or if, in the sole discretion of
Franchisor, it becomes advisable at any time to modify or discontinue the use of
any of the Proprietary Marks, including CHICKEN KITCHEN, and/or use one or more
additional or substitute names or marks. Upon notification from Franchisor,
Franchisee shall promptly discontinue the use of any Proprietary Mark, and
Franchisor's liability to Franchisee shall be limited to reimbursing Franchisee
for the unamortized cost or book value of any signs and printed materials which
must be discarded.

8. Franchisor has the sole right to and interest in all telephone
numbers and listings associated with the Proprietary Marks, and Franchisor is
authorized to direct the telephone company to transfer the telephone numbers and
listings relating to the Franchise Business to Franchisor or its designee should
Franchisee fail or refuse to do so upon termination or expiration of this
Agreement.

IX. CONFIDENTIAL MANUAL OF OPERATING PROCEDURES ("MOP")

A. To protect the reputation, integrity and goodwill of the Chicken
Kitchen System and to maintain uniform standards of operation, Franchisee agrees
to operate the Franchise Business strictly in accordance with the provisions in
the MOP. Any failure by Franchisee to comply with the MOP shall be a breach of
this Agreement. Franchisee agrees to restrict access to the MOP to employees of
the Franchise Business and then only to the extent necessary for the operation
of the Franchise Business. Upon expiration or termination of this Agreement,
Franchisee will return the MOP, together with all copies, to Franchisor.

B. Franchisee agrees to treat the MOP, any other written materials
created for or approved for use in the operation of the Franchise Business, and
the information contained therein, as confidential, and shall use all reasonable
efforts to maintain such information as secret and confidential. Franchisee
shall not at any time copy, duplicate, record, or otherwise reproduce these
confidential materials, in whole or in part, nor otherwise make any of the
materials or the information contained therein available to any unauthorized
person.

C. The MOP shall remain the property of Franchisor and will at all
times be kept in a secure place in the Franchise Business.

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D. Franchisee agrees that changes in the standards, specifications, and
procedures will be necessary from time to time because of changing markets and
competition, new laws and regulations, new products and technological
developments, changing demographic factors and other conditions beyond
Franchisor's control, and agrees to accept and comply with modifications which
Franchisor in good faith believes to be necessary or desirable. Changes to the
Chicken Kitchen System may include, without limitation, the adoption and use of
new or modified trade names, trademarks, service marks or copyrighted materials,
new products and/or deletion of products, new management practices, new
equipment, new colors, decorations, uniforms, signs or trade fixtures, and/or
new operating or production procedures.

E. Franchisee shall keep the loaned copy of the MOP up to date. In the
event of a dispute as to the contents of the MOP, the terms of the master copy
of the MOP maintained by Franchisor shall be controlling.

X. CONFIDENTIAL INFORMATION

A. Franchisee agrees not to, during the term of this Agreement or
thereafter, communicate, divulge, or use for the benefit of any other person,
persons, partnership, association or corporation any confidential information,
knowledge, or know-how concerning the methods of operation of the Franchise
Business which may be communicated to Franchisee, or of which Franchisee may be
apprized, by virtue of this Agreement. Franchisee shall divulge confidential
information only to those employees who must have access to it in order to
operate the Franchise Business. All information, knowledge, know-how and
techniques which Franchisor designates as confidential shall be deemed
confidential for purposes of this Agreement, except information which Franchisee
can demonstrate came to his attention prior to its disclosure by Franchisor or
which at or after the time of disclosure by Franchisor to Franchisee becomes a
part of the public domain, through publication or communication by others.

B. Franchisee acknowledges that any failure to comply with the
requirements of this Section X will cause Franchisor irreparable injury, and
Franchisee agrees to pay all court costs and reasonable attorneys' fees incurred
by Franchisor in obtaining specific performance of, or an injunction against
violation of, the requirements of this Section X.

XI. ACCOUNTING AND RECORDS

A. Franchisee agrees to maintain during the term of this Agreement, and
shall preserve for at least 3 years from the end of the year to which they
relate, complete and accurate books, records and accounts in accordance with
generally accepted accounting principles and in the form and manner prescribed
by Franchisor in the MOP or otherwise in writing. These records shall include,
without limitation, accounting records and books, customer files, sales and
purchase records, sales tax records, deposit tickets, bank statements, canceled
checks and business tax returns.

B. No later than the 20th day of each month, Franchisee shall submit to
Franchisor, in a format specified by Franchisor, a monthly (for previous month)
and fiscal year to date profit and loss statement. Within 30 days after the end
of each calendar quarter, Franchisee shall furnish Franchisor with a quarterly
balance sheet for the Franchise Business. Franchisee shall submit to Franchisor
copies of all state and local sales tax returns for the Franchise Business at
the same time as the originals are filed with the taxing authority.

C. Franchisee shall also submit to Franchisor such other forms,
reports, records, information, cash register "Z" tapes, daily management reports
and any other data specified in the MOP or requested by Franchisor.

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D. Franchisor or its representatives shall have the right at all
reasonable times to examine and copy, at Franchisor's expense, the books,
records and tax returns of the Franchise Business. Franchisor shall also have
the right, at any time, to have an independent audit made of the books of the
Franchise Business. If an inspection discloses that sales have been understated
in any report to Franchisor, Franchisee shall immediately pay to Franchisor the
Royalty and Advertising Fund payment deficiency plus interest from the date such
payments were due until paid, at the rate of 1.5% per month, or the maximum
permitted by law, whichever is less. If a discrepancy is found between reported
sales and actual sales in excess of 2% of reported sales, Franchisee must
reimburse Franchisor for all costs of the inspection including travel, living
expenses, wages and reasonable accounting and legal costs. The foregoing
remedies shall be in addition to any other remedies Franchisor may have.

XII. ADVERTISING

Recognizing the value of advertising and the importance of the
standardization of advertising programs to the furtherance of the goodwill and
public image of the Chicken Kitchen System, the parties agree as follows:

A. Every 3 months during the term of this Agreement, Franchisee shall
spend on local advertising not less than an amount to be determined by
Franchisor, which requirement shall not exceed 4% of Gross Sales. In no event
will Franchisee's required advertising expenditures, in the aggregate (including
local advertising expenditures and payments to the Advertising Fund) exceed 4%
of Gross Sales. The amount Franchisee may spend on local advertising is not
limited by this Agreement. Franchisee may voluntarily spend on local advertising
in excess of the required amount. Franchisee shall provide Franchisor with
receipts for all local advertising expenditures not later than the 30th day
following the end of each calendar quarter for advertising expenditures incurred
in that quarter. If the submitted receipts do not document that Franchisee made
the required local advertising expenditures in any calendar quarter, Franchisee
shall pay to Franchisor an amount equal to the deficiency for inclusion in the
Advertising Fund.

B. Franchisor may from time to time offer to Franchisee, for a charge,
local advertising and promotional plans and materials.

C. All advertising and promotion by Franchisee shall be conducted in a
dignified manner and shall conforrn to the standards and requirements specified
by Franchisor. Franchisee shall submit to Franchisor, for its prior approval
(except with respect to prices to be charged), samples of all advertising and
promotional plans and materials that Franchisee desires to use and which have
not been furnished by or previously approved by Franchisor. If written
disapproval is not received by Franchisee within 15 days after the date of
receipt by Franchisor of the samples and request for approval, Franchisee may
use the proposed advertising and promotional materials. Franchisor may at any
time disapprove advertising and promotional materials, and following
disapproval, Franchisee shall not use the materials.

D. The Franchise Business shall be listed in the Yellow Pages of the
local telephone directory under the headings "Restaurants" and "Catering
Services", and if requested by Franchisor, the Franchise Business shall be
included in a joint listing with other restaurants in the Chicken Kitchen
System. The cost of the listing shall be paid by Franchisee, or on a pro rata
basis by all participating restaurants in the case of a joint listing. The
format, size and content of the listing must conform to the standards
established by Franchisor. Franchisor shall not specify an unreasonably
expensive listing. The cost of the listing shall not qualify as an advertising
expenditure for purposes of satisfying Franchisee's local advertising
expenditure requirement.

E. Franchisee may sell products at prices Franchisee may determine, and
shall in no way be bound by any price which may be recommended or suggested by
Franchisor.

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F. All reasonable costs incurred by Franchisor or charged to Franchisor
by third parties for the production and dissemination of advertising and
promotion materials may be charged to the Advertising Fund.

1. Franchisor, upon request, will provide Franchisee with an
annual accounting of receipts and disbursements of the
Advertising Fund.

2. Selection of media and locale for media placement shall be
at the sole discretion of Franchisor.

3. The Advertising Fund shall be used exclusively to meet the
costs of maintaining, administering, directing and preparing
advertising and/or promotional and public relations and
market research activities. Franchisee shall contribute to
the Advertising Fund by separate check made payable to the
Advertising Fund. All sums paid by Franchisee to the
Advertising Fund shall be maintained in a separate account
and shall not be used to defray any of Franchisor's
expenses, except those costs reasonably related to the
administration of the Advertising Fund and advertising
programs for franchisees and the Chicken Kitchen System.

4. It is anticipated that contributions to the Advertising Fund
will be expended for advertising and promotional purposes
during the fiscal year within which the contributions are
made; however, if any funds are not spent in the year
received, they will be spent in the following year.

5. The Advertising Fund is not, and shall not be deemed, an
asset of Franchisor. Although the Advertising Fund is
intended to be of perpetual duration, Franchisor has the
right to terminate or suspend the Advertising Fund or reduce
Franchisee's obligation to make payments into the
Advertising Fund and instead direct Franchisee to spend the
payment on approved local advertising. Franchisor may revoke
such direction at any time and upon revocation Franchisee
shall resume making payments into the Advertising Fund. The
Advertising Fund shall not be terminated until all monies in
the Advertising Fund have been expended for advertising or
promotional purposes.

6. Franchisee acknowledges that the Advertising Fund is
intended to increase the public's awareness of the Chicken
Kitchen System and Proprietary Marks and increase patronage
of Chicken Kitchen Restaurants. Although Franchisor will
endeavor to utilize the Advertising Fund to develop
advertising and marketing materials and programs, and to
place advertising that will benefit all Chicken Kitchen
Restaurants, Franchisor has no obligation in administering
the Advertising Fund to ensure that expenditures by the
Advertising Fund in or affecting any geographic area are
proportionate or equivalent to the contributions to the
Advertising Fund by Chicken Kitchen Restaurants open in that
geographic area or than Franchisee will receive a direct
benefit which is equivalent or proportionate to the amount
paid into the Advertising Fund by Franchisee.

C. IN THE EVENT THAT EITHER A REGIONAL ADVERTISING FUND OR REGIONAL
ADVERTISING COOPERATIVE, APPROVED BY FRANCHISOR, IS ESTABLISHED FOR THE
FRANCHISE BUSINESS' MARKET, FRANCHISEE SHALL BECOME A MEMBER OF AND MAKE PAYMENT
TO THE ADVERTISING COOPERATIVE IN THE AMOUNT DETERMINED BY A MAJORITY OF THE
MEMBERS. PAYMENTS TO A LOCAL OR REGIONAL ADVERTISING COOPERATIVE MAY BE USED TO
SATISFY FRANCHISEE'S REQUIRED LOCAL ADVERTISING OBLIGATION, BUT WILL NOT AFFECT
FRANCHISEE'S OBLIGATION TO CONTRIBUTE TO THE ADVERTISING FUND.

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XIII. INSURANCE

A. Throughout the term of this Agreement, including during
construction, Franchisee shall maintain in full force, at Franchisee's expense,
an insurance policy or policies protecting Franchisee and Franchisor against any
demand or claim with respect to personal injury, death or property damage, or
any loss, liability or expense arising or occurring upon or in connection with
the Franchise Business, including all vehicles used in the business, whether
owned by Franchisee, an employee of Franchisee or an independent contractor used
by Franchisee to provide delivery services.

B. The policy or policies shall be written by an insurance company
licensed in the state where the Franchise Business is located and be acceptable
to Franchisor, and shall include, at a minimum (except as additional coverage
and higher policy limits may reasonably be specified for all franchisees by
Franchisor from time to time) the following:

1. COMPREHENSIVE OR COMMERCIAL GENERAL LIABILITY INSURANCE,
INCLUDING PERSONAL INJURY, COMPLETED OPERATIONS, CONTRACTUAL
LIABILITY, PROPERTY DAMAGE, PRODUCTS LIABILITY, LIQUOR
LIABILITY AND FIRE DAMAGE COVERAGE, AS WELL AS COMPREHENSIVE
AUTOMOBILE LIABILITY COVERAGE FOR BOTH OWNED AND NON-OWNED
VEHICLES, IN THE AMOUNT OF NOT LESS THAN $ 1, 000, 000. 00
PER OCCURRENCE FOR BODILY INJURY AND NOT LESS THAN $500,000
FOR PROPERTY DAMAGE.

2. ALL RISK PROPERTY INSURANCE IN AN AMOUNT SUFFICIENT TO COVER
THE COST OF REPLACEMENT (WITHOUT DEDUCTION FOR DEPRECIATION)
COVERING THE FRANCHISE BUSINESS PREMISES AND ITS FURNITURE,
FIXTURES AND EQUIPMENT.

3. COMPREHENSIVE AND COLLISION INSURANCE COVERING DAMAGE TO
EVERY VEHICLE USED IN THE BUSINESS IN THE AMOUNT OF THE
ACTUAL CASH VALUE OF THE VEHICLE. PERSONAL INJURY PROTECTION
FOR THE DRIVERS AND PASSENGERS IN VEHICLES USED IN THE
BUSINESS.

4. BUSINESS INTERRUPTION INSURANCE.

5. EMPLOYER'S LIABILITY, WORKERS' COMPENSATION AND SUCH OTHER
INSURANCE REQUIRED BY LAW WHERE THE FRANCHISE BUSINESS IS
LOCATED.

C. Franchisor may require additional coverage and/or higher policy
limits as may be reasonably required by good business practices.

D. Franchisee's obligation to obtain and maintain the foregoing
insurance shall not be limited in any way by reason of any insurance which may
be maintained by Franchisor, nor shall Franchisee's performance of that
obligation relieve Franchisee of liability under the indemnity provisions set
forth in Section XXIX.C.

E. Prior to commencing construction and prior to the opening of the
Franchise Business and at least 10 days prior to the expiration of any policy,
Franchisee shall deliver to Franchisor a certificate of insurance reflecting
that the insurance coverage is in effect, and upon request, a copy of the
policy(ices). Each policy shall provide that the policy cannot be canceled or
materially modified without 30 days prior written notice to Franchisor.

XIV. TRANSFER OF INTEREST

A. TRANSFER BY FRANCHISOR

Franchisor may transfer or assign all or any part of its rights or
obligations under this Agreement to any person or legal entity.

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B. TRANSFER BY FRANCHISEE

1. FRANCHISEE UNDERSTANDS AND ACKNOWLEDGES THAT THE RIGHTS AND
DUTIES SET FORTH IN THIS AGREEMENT ARE PERSONAL TO
FRANCHISEE, AND ARE GRANTED IN RELIANCE ON FRANCHISEE'S
BUSINESS SKILL, FINANCIAL CAPACITY AND PERSONAL CHARACTER.
ACCORDINGLY, NEITHER FRANCHISEE NOR ANY IMMEDIATE OR REMOTE
SUCCESSOR TO ANY PART OF FRANCHISEE'S INTEREST IN THIS
AGREEMENT, NOR ANY INDIVIDUAL, PARTNERSHIP, CORPORATION OR
OTHER LEGAL ENTITY WHICH DIRECTLY OR INDIRECTLY OWNS ANY
INTEREST IN THIS AGREEMENT OR IN FRANCHISEE, SHALL SELL,
ASSIGN, TRANSFER, CONVEY, GIVE AWAY, PLEDGE, MORTGAGE OR
OTHERWISE ENCUMBER ANY DIRECT OR INDIRECT INTEREST IN
FRANCHISEE, THIS AGREEMENT, THE FRANCHISE BUSINESS, OR THE
ASSETS OF THE FRANCHISE BUSINESS WITHOUT THE PRIOR WRITTEN
CONSENT OF FRANCHISOR, WHICH CONSENT MAY BE WITHHELD FOR ANY
REASON AT FRANCHISOR'S SOLE DISCRETION; PROVIDED, HOWEVER,
SUBJECT TO THE SECURED PARTY COMPLYING WITH THE PROVISIONS
OF SECTION XIV.B.3, FRANCHISOR'S PRIOR WRITTEN CONSENT SHALL
NOT BE REQUIRED FOR THE GRANTING OF A SECURITY INTEREST IN
THE FURNITURE, FIXTURES AND EQUIPMENT USED IN THE FRANCHISE
BUSINESS TO A FINANCIAL INSTITUTION PROVIDING FINANCING FOR
THE INITIAL PURCHASE OF THESE ASSETS. ANY PURPORTED
ASSIGNMENT OR TRANSFER, BY OPERATION OF LAW OR OTHERWISE,
NOT HAVING THE WRITTEN CONSENT OF FRANCHISOR REQUIRED BY
THIS SECTION XIV.B.1 SHALL BE NULL AND VOID AND SHALL
CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT, FOR WHICH
FRANCHISOR MAY TERMINATE THIS AGREEMENT WITHOUT ANY
OPPORTUNITY TO CURE PURSUANT TO SECTION XV.B.4.

2. IF A TRANSFER, ALONE OR TOGETHER WITH OTHER PREVIOUS,
SIMULTANEOUS OR PROPOSED TRANSFERS, WOULD RESULT IN A CHANGE
OR POTENTIAL CHANGE OF CONTROL OF FRANCHISEE, OR THE
OWNERSHIP OF THIS AGREEMENT, THE FRANCHISE BUSINESS OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE FRANCHISE BUSINESS,
FRANCHISOR MAY REQUIRE, IN ITS SOLE DISCRETION, ANY OR ALL
OF THE FOLLOWING AS CONDITIONS OF ITS APPROVAL:

a. All of Franchisee's accrued monetary obligations to
Franchisor and any subsidiary or affiliate of Franchisor
have been satisfied.

b. Franchisee is not in default of any provision of
this Agreement or any other agreement between Franchisee and
Franchisor or an affiliate or subsidiary.

c. The transferor executes a general release, in a form
satisfactory to Franchisor, of all claims, to the maximum
extent allowed by law, against Franchisor and its officers,
directors, shareholders, agents and employees, in their
corporate and individual capacities, including, without
limitation, claims arising under federal, state, and local
laws, rules and regulations.

d. The transferee (and, if transferee is not an
individual, such owners of a beneficial interest in the
transferee as Franchisor may request) enter into a written
assignment, in a form satisfactory to Franchisor, assuming
and agreeing to discharge all of Franchisee's obligations
under this Agreement.

e. The transferee demonstrates to Franchisor that
transferee meets Franchisor's managerial and business
standards, is of good moral character, has a good business
reputation and credit rating, has satisfactory business
experience, has adequate financial resources and capital,
and successfully completes Franchisor's management training
program.

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f. At Franchisor's option, the transferee (and if
transferee is not an individual, such owners of a beneficial
interest in transferee as Franchisor may request) execute
for a term ending on the expiration date of this Agreement,
Franchisor's then current standard form of Franchise
Agreement, which agreement shall supersede this Agreement in
all respects and the terms of which agreement may differ
from the terms of this Agreement.

g. Transferor shall remain liable for all obligations
of Franchisee under this Agreement until such time as
transferee has paid in full all debt incurred by transferee
in connection with the assignment or transfer and shall
execute all instruments reasonably requested by Franchisor
to evidence this continuing liability.

h. Except in the case of a transfer to a corporation
formed for the convenience of ownership, a transfer fee in
the amount of $5,000, or such greater amount as is necessary
to reimburse Franchisor for its reasonable costs and
expenses associated with reviewing and processing the
transfer request and providing training to the transferee.

3. FRANCHISEE SHALL NOT GRANT A SECURITY INTEREST IN ANY OF THE
ASSETS OF THE FRANCHISE BUSINESS UNLESS THE SECURED PARTY
AGREES THAT, IN THE EVENT OF A DEFAULT BY FRANCHISEE UNDER
ANY DOCUMENTS RELATED TO THE SECURITY INTEREST, FRANCHISOR
SHALL HAVE THE RIGHT AND OPTION TO PURCHASE THE RIGHTS OF
THE SECURED PARTY UPON PAYMENT OF ALL SUMS THEN DUE TO THE
SECURED PARTY DIRECTLY RELATED TO THE FRANCHISE BUSINESS.

4. FRANCHISEE ACKNOWLEDGES AND AGREES THAT EACH CONDITION WHICH
MUST BE MET BY A TRANSFEREE IS REASONABLE AND NECESSARY TO
PROTECT THE INTEGRITY OF THE CHICKEN KITCHEN SYSTEM.

C. OFFERINGS BY FRANCHISEE

Securities or partnership interests in Franchisee may be offered to the
public, by private offering or otherwise, only with the prior written consent of
Franchisor (whether or not Franchisor's consent is required under Section
XIV.B.), which consent shall not be unreasonably withheld. All materials
required for any offering of securities of Franchisee by federal or state law
shall be submitted to Franchisor for review prior to their being filed with any
government agency; and any materials to be used in any exempt offering shall be
submitted to Franchisor for review prior to their use. No offering of securities
shall imply (by use of any of the Proprietary Marks or otherwise) that
Franchisor is participating in the underwriting, issuance or offering of
securities by Franchisee; and Franchisor's review of any offering shall be
limited solely to the subject of the relationship between Franchisee and
Franchisor. Franchisee and the other participants in the offering must fully
indemnify Franchisor in connection with the offering, and must prior to the
offering execute all documents requested by Franchisor to evidence this
indemnification. For each proposed offering, Franchisee shall pay to Franchisor
a non-refundable fee of $10,000.00, or such greater amount as is necessary to
reimburse Franchisor for its reasonable costs and expenses associated with
reviewing the proposed offering, including, without limitation, legal and
accounting fees. Franchisee shall give Franchisor written notice, together with
a copy of all documentation pertaining to the proposed offering, at least 30
days prior to the date of commencement of any offering or other transaction
covered by this Section XIV.C.

D. RIGHT OF REFUSAL

1. ANY PARTY HOLDING AN INTEREST IN FRANCHISEE, THIS AGREEMENT
OR THE ASSETS OF THE FRANCHISE BUSINESS, WHO DESIRES TO
ACCEPT A BONA FIDE OFFER FROM A THIRD PARTY TO PURCHASE SUCH
INTEREST, SHALL NOTIFY FRANCHISOR IN WRITING OF EACH OFFER,
AND SHALL PROVIDE SUCH INFORMATION AND DOCUMENTATION
RELATING TO THE OFFER AS FRANCHISOR

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MAY REQUEST. FRANCHISOR OR ITS DESIGNEE SHALL HAVE THE RIGHT
AND OPTION, EXERCISABLE WITHIN 60 DAYS AFTER RECEIPT OF THE
WRITTEN NOTIFICATION AND REQUESTED DOCUMENTATION, TO SEND
WRITTEN NOTICE TO THE SELLER THAT FRANCHISOR OR ITS DESIGNEE
INTENDS TO PURCHASE THE SEFLER'S INTEREST ON THE SAME TERMS
AND CONDITIONS OFFERED BY THE THIRD PARTY. ANY MATERIAL
CHANGE IN THE TERMS OF ANY OFFER PRIOR TO CLOSING SHALL
CONSTITUTE A NEW OFFER SUBJECT TO THE SAME RIGHT OF FIRST
REFUSAL BY FRANCHISOR OR ITS DESIGNEE AS IN THE CASE OF THE
INITIAL OFFER. FAILURE BY FRANCHISOR TO EXERCISE THE OPTION
AFFORDED BY THIS SECTION XIV.D. SHALL NOT CONSTITUTE A
WAIVER OF ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING
ALL OF THE REQUIREMENTS OF SECTION XIV WITH RESPECT TO A
PROPOSED TRANSFER BY FRANCHISEE. IF FRANCHISOR DOES NOT
EXERCISE ITS FIRST RIGHT TO PURCHASE, THE SELLER MAY
CONCLUDE THE SALE TO THE PERSON WHO MADE THE OFFER ON THE
EXACT TERMS AND CONDITIONS SPECIFIED IN THE NOTICE TO
FRANCHISOR FOR A PERIOD OF 60 DAYS AFTER RECEIPT OF
FRANCHISOR'S CONSENT TO THE ASSIGNMENT.

2. IF THE CONSIDERATION, TERMS, AND/OR CONDITIONS OFFERED BY
THE THIRD PARTY ARE SUCH THAT FRANCHISOR OR ITS DESIGNEE MAY
NOT REASONABLY BE REQUIRED TO FURNISH THE SAME
CONSIDERATION, TERMS, AND/OR CONDITIONS, THEN FRANCHISOR OR
ITS DESIGNEE MAY PURCHASE THE INTEREST PROPOSED TO BE SOLD
FOR THE REASONABLE EQUIVALENT IN CASH, OR, AT THE OPTION OF
FRANCHISOR, IF THE STOCK OF FRANCHISOR OR ITS DESIGNEE IS
PUBLICLY TRADED, SECURITIES ISSUED BY FRANCHISOR OR ITS
DESIGNEE HAVING A MARKET VALUE EQUAL TO THE OFFERED
CONSIDERATION. IF THE PARTIES CANNOT AGREE WITHIN A
REASONABLE TIME ON THE VALUE OF THE OFFER, AN INDEPENDENT
APPRAISER SHALL BE DESIGNATED BY FRANCHISOR AND THE
APPRAISER'S DETERMINATION SHALL BE BINDING.

E. Transfer Upon Death or Mental Incapacity

Upon the death or mental incapacity of any person with an interest in
this Agreement, the Franchise Business or Franchisee, the executor,
administrator or personal representative of such person shall transfer, within 6
months after such death or mental incapacity, the interest of the person to a
third party approved by Franchisor. Such transfer shall be subject to the same
conditions as any inter-vivos transfer pursuant to this Section XIV. However, in
the case of transfer by devise or inheritance, if the heirs or beneficiaries of
such person are unable to meet the conditions in this Section XIV, the personal
representative of the deceased shall have a reasonable additional time to
dispose of the deceased's interest in this Agreement. If the interest is not
disposed of within a reasonable time, Franchisor may terminate this Agreement.

F. Non-Waiver of Claims

Franchisor's consent to a transfer of an interest in this Agreement
shall not constitute a waiver of any claims Franchisor may have against the
transferring party, nor shall it be deemed a waiver of Franchisor's right to
demand exact compliance with the terms of this Agreement by the transferee.

XV. DEFAULT AND TERMINATION

A. Franchisee shall be deemed in default under this Agreement, and all
rights granted in this Agreement shall automatically terminate without notice to
Franchisee, if Franchisee becomes insolvent or makes an assignment for the
benefit of creditors; if Franchisee files a petition or application seeking any
type of relief under the U.S. Bankruptcy Code or any state insolvency or similar
law, or someone files a petition or application seeking to have Franchisee
adjudicated a

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bankrupt, or seeking other relief against Franchisee under the U.S. Bankruptcy
Code or any state insolvency or similar law and the petition or application is
not dismissed within 60 days; if Franchisee is adjudicated as bankrupt or
insolvent; if a receiver or other custodian (permanent or temporary) of
Franchisee's assets, or any part thereof, is appointed by any court of competent
jurisdiction; if proceedings for a composition with creditors under any state or
federal law are instituted by or against Franchisee; if a final judgment remains
unsatisfied or of record for 30 days or longer (unless bonded); if Franchisee is
dissolved; if execution is levied against a material portion of Franchisee's
business or property; or if the real or personal property of the Franchise
Business is sold after levy.

B. Franchisee shall be deemed to be in default and Franchisor may, at
its option, terminate this Agreement and all rights granted under the Agreement,
without affording Franchisee any opportunity to cure the default, effective
immediately upon receipt of notice by Franchisee, upon the occurrence of any of
the following events:

1. IF FRANCHISEE FAILS TO CONSTRUCT AND OPEN THE FRANCHISE
BUSINESS IN ACCORDANCE WITH SECTION V AND/OR THE SITE
SELECTION ADDENDUM OF THIS AGREEMENT.

2. IF FRANCHISEE AT ANY TIME CEASES TO OPERATE OR OTHERWISE
ABANDONS THE FRANCHISE BUSINESS, OR LOSES THE RIGHT TO
POSSESSION OF THE PREMISES OF THE FRANCHISE BUSINESS, OR
OTHERWISE FORFEITS THE RIGHT TO DO OR TRANSACT BUSINESS IN
THE JURISDICTION WHERE THE FRANCHISE BUSINESS IS LOCATED;
PROVIDED, HOWEVER, THAT IF ANY LOSS OF POSSESSION RESULTS
FROM THE GOVERNMENTAL EXERCISE OF THE POWER OF EMINENT
DOMAIN OR IF, THROUGH NO FAULT OF FRANCHISEE, THE PREMISES
ARE DAMAGED OR DESTROYED, THEN FRANCHISEE SHALL HAVE 30 DAYS
AFTER SUCH EVENT IN WHICH TO APPLY FOR FRANCHISOR'S APPROVAL
TO RELOCATE OR RECONSTRUCT THE PREMISES, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD.

3. IF FRANCHISEE, OR ANY OFFICER, DIRECTOR, CONTROLLING
SHAREHOLDER, PARTNER OR PARENT OF FRANCHISEE, IS CONVICTED
OF A FELONY, A CRIME INVOLVING MORAL TURPITUDE OR ANY OTHER
CRIME THAT FRANCHISOR BELIEVES IS REASONABLY LIKELY TO HAVE
AN ADVERSE EFFECT ON THE CHICKEN KITCHEN SYSTEM, THE
PROPRIETARY MARKS OR THE GOODWILL ASSOCIATED WITH THE
CHICKEN KITCHEN SYSTEM OR THE PROPRIETARY MARKS.

4. IF FRANCHISEE OR ANY PARTNER OR SHAREHOLDER IN FRANCHISEE
TRANSFERS, OR ATTEMPTS TO TRANSFER, ANY RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT OR ANY INTEREST IN
FRANCHISEE TO ANY THIRD PARTY WITHOUT FRANCHISOR'S PRIOR
WRITTEN CONSENT, CONTRARY TO THE TERMS OF SECTION XIV OF
THIS AGREEMENT.

5. IF FRANCHISEE FAILS TO COMPLY WITH THE COVENANTS IN SECTIONS
XVII.B. OR XVII.C., OR FAILS TO OBTAIN EXECUTION OF THE
COVENANTS REQUIRED UNDER SECTION XVII.J.

6. IF, CONTRARY TO THE TERMS OF SECTION IX OR X, FRANCHISEE
DISCLOSES OR DIVULGES THE CONTENTS OF THE MOP OR OTHER
CONFIDENTIAL INFORMATION PROVIDED TO FRANCHISEE BY
FRANCHISOR.

7. IF AN APPROVED TRANSFER IS NOT EFFECTED FOLLOWING
FRANCHISEE'S DEATH OR MENTAL INCAPACITY WITHIN THE TIME
SPECIFIED IN SECTION XIV.

8. IF FRANCHISEE KNOWINGLY MAINTAINS FALSE BOOKS OR RECORDS, OR
SUBMITS A FALSE REPORT TO FRANCHISOR.

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9. IF FRANCHISEE, AFTER CURING A DEFAULT PURSUANT TO SECTION
XV.C., COMMITS THE SAME ACT OF DEFAULT WITHIN THE NEXT 6
MONTHS.

10. IF FRANCHISEE DEFAULTS MORE THAN ONCE IN ANY 12 MONTH PERIOD
UNDER SECTION XV.C. FOR FAILURE TO COMPLY WITH THE
REQUIREMENTS IMPOSED BY THIS AGREEMENT, WHETHER OR NOR CURED
AFTER NOTICE.

C. Except as provided in Sections XV.A. and XV.B., Franchisee shall
have 30 days, unless a shorter time is specified, after receipt of written
notice from Franchisor within which to remedy any default. If any default is not
cured within that time, or such longer period as applicable law may require,
this Agreement shall terminate without further notice to Franchisee effective
immediately upon expiration of the cure period. Franchisee shall be in default
under this Agreement for any failure to comply with any provision of this
Agreement or to carry out the terms of this Agreement in good faith. Such
defaults shall include, without limitation, the occurrence of any of the
following events:

1. If Franchisee does not pay any monies owed to Franchisor or
its affiliates when due, or fails to submit the sales or
financial reports required by Franchisor under this
Agreement. Franchisee shall have 10 days after receipt of
written notice of termination from Franchisor to cure a
default in the payment of monies or submission of sales or
financial reports.

2. If Franchisee fails to maintain any of the standards or
procedures prescribed by Franchisor in this Agreement, the
MOP, or otherwise in writing.

3. Except as provided in Section XV.B, if Franchisee fails to
obtain Franchisor's prior written approval or consent as
required under this Agreement.

4. If Franchisee misuses or makes any unauthorized use of the
Proprietary Marks or otherwise impairs the goodwill
associated with the Proprietary Marks.

5. If Franchisee engages in any business or markets any service
or product under a name or mark which, in Franchisor's
opinion, is confusingly similar to any of the Proprietary
Marks.

6. If Franchisee, by act or omission, permits a continued
violation in connection with the operation of the Franchise
Business of any law, ordinance, rule, or regulation of a
governmental agency, in the absence of a good faith dispute
over its application or legality and without promptly
resorting to an appropriate administrative or judicial forum
for relief therefrom.

7. If Franchisee is declared to be in default under an
mortgage, lease, deed of trust, or loan relating to the
Franchise Business.

8. IF A THREAT OR DANGER TO PUBLIC HEALTH OR SAFETY RESULTS
FROM THE CONSTRUCTION, MAINTENANCE OR OPERATION OF THE
FRANCHISE BUSINESS.

XVI. OBLIGATIONS UPON TERMINATION OR EXPIRATION

Upon termination or expiration of this Agreement, all rights granted to
Franchisee shall terminate and:

A. Franchisee shall immediately cease to operate the Franchise
Business, and shall not thereafter, directly or indirectly, represent to the
public that the restaurant is associated with the Chicken Kitchen System or hold
himself out as a present or former franchisee of Franchisor.

B. Franchisee shall immediately and permanently cease to use, in any
manner, any menus, recipes, confidential methods, procedures and techniques
associated with the Chicken Kitchen System and the Proprietary Marks. In
particular, Franchisee shall cease to use, without limitation, the proprietary
marinade mix, and all signs, advertising materials, displays, stationery, forms
and any other materials which display any of the Proprietary Marks; provided,
however, that this Section

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<PAGE> 24
XV.B. shall not apply to the operation by Franchisee of any other restaurant
under the Chicken Kitchen System pursuant to a franchise granted by Franchisor
to Franchisee.

E. Franchisee shall take appropriate action to cancel any assumed or
fictitious name registration which contains any of the Proprietary Marks, and
Franchisee shall furnish Franchisor with evidence of compliance within 30 days
after termination or expiration of this Agreement.

F. Franchisee shall, at Franchisor's option, assign to Franchisor or
its designee Franchisee's interest in any lease or sublease for the premises of
the Franchise Business. If Franchisor does not elect to exercise its option to
acquire the lease or sublease for the premises of the Franchise Business,
Franchisee shall promptly after termination or expiration of this Agreement,
make such modifications or alterations to the premises as may be necessary to
distinguish the appearance of the premises from its former appearance and that
of other restaurants operating under the Chicken Kitchen System. If Franchisee
fails or refuses to comply with the requirements of this Section XVI, Franchisor
may enter upon the premises, without being guilty of trespass or any other tort,
for the purpose of making or causing to be made the required changes, at the
expense of Franchisee, which expense Franchisee agrees to pay upon demand.

G. Franchisee agrees, in the event it continues to operate or
subsequently begins to operate a restaurant or other business, not to use any
reproduction, counterfeit, copy, or colorable imitation of any of the
Proprietary Marks in connection with the operation of, or promotion of, such
restaurant or other business which is likely to cause confusion, mistake or
deception, or which is likely to dilute Franchisor's rights in and to the
Proprietary Marks, and further agrees not to utilize any trade dress.
designation of origin, description or representation which falsely suggests or
represents an association or connection with Franchisor or the Chicken Kitchen
System.

H. Franchisee shall immediately pay all sums owing to Franchisor and
its subsidiaries and affiliates. In the event of termination because of a
default by Franchisee, these sums shall include all damages, costs and expenses,
including reasonable attorneys fees, incurred by Franchisor as a result of the
default, which obligation shall give rise to and remain, until paid in full, a
lien in favor of Franchisor against all personal property, furnishings,
equipment, signs, fixtures and inventory owned by Franchisee located on the
premises of the Franchise Business at the time of default.

I. Franchisee shall pay to Franchisor all damages, costs and expenses,
including reasonable attorneys fees incurred by Franchisor subsequent to the
termination or expiration of this Agreement in obtaining injunctive or other
relief for the enforcement of any provision of this Section XVI.

J. Franchisee shall immediately deliver to Franchisor the MOP and such
other records, files, instructions, correspondence and materials which are
confidential and are related to operating the Franchise Business and/or to the
Chicken Kitchen System.

K. Franchisor shall have the option, exercisable within 30 days after
termination or expiration, to purchase from Franchisee the furnishings,
equipment, signs, fixtures, supplies, inventory and other tangible assets of the
Franchise Business at Franchisee's book value or fair market value, whichever is
less. If the parties are unable to agree on the fair market value within a
reasonable time, an independent appraiser shall be designated by Franchisor,
which appraiser's determination shall be binding. Franchisor shall receive a
credit against the purchase price for any sums which are owed to it or a
subsidiary or affiliate by Franchisee, the cost of the appraisal, if any, and
for any monies which Franchisor expends for obligations of Franchisee. Upon
payment of the purchase price, Franchisee shall deliver to Franchisor or its
designee a bill of sale conveying title to the property free and clear of all
encumbrances, and such other documents reasonably required to effect a complete
transfer of Franchisee's right, title, and interest in the assets. Franchisee
shall ensure that notice is given to all creditors pursuant to the applicable
bulk transfer laws of the state where the Franchise Business was located, and
shall hold Franchisor harmless from any and all claims of Franchisee's
creditors.

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<PAGE> 25

L. If Franchisee occupies the premises as a fee owner, Franchisee shall
give Franchisor the option of buying or leasing the premises at its fair market
value. In the event that Franchisor chooses to lease the premises, the term of
the lease shall be for a period of 20 years.

M. Franchisee shall comply with the covenants contained in Section
XVII.C.

XVII. COVENANTS

A. Franchisee covenants that during the term of this Agreement, except
as otherwise approved in writing by Franchisor, Franchisee (if Franchisee is a
partnership, corporation or limited liability company, then the Operating
Partner, who must have A minimum 51% ownership interest in Franchisee) shall
devote full time, energy and best efforts to the management and day-to-day
operation of the Franchise Business with no operational or management
commitments in any other business (except for other restaurants operated under
franchises from Franchisor).

B. Franchisee acknowledges that, pursuant to this Agreement, Franchisee
will receive valuable specialized training and confidential information,
including, without limitation, information regarding the operation, sales,
promotional and marketing methods and techniques of Franchisor and the Chicken
Kitchen System. Franchisee covenants that during the tem of this Agreement,
except as otherwise approved in writing by Franchisor, Franchisee shall not,
either directly or indirectly, for himself, or through, on behalf of, or in
conjunction with, any person, persons or legal entity.

1. Divert or attempt to divert any business or customer or
potential customer of the Franchise Business to any
competitor, by direct or indirect inducement, or do or
perform, directly or indirectly, any other act injurious or
prejudicial to the goodwill associated with the Proprietary
Marks and the Chicken Kitchen System.

2. Employ or seek to employ any person who is at that time
employed by Franchisor or by another franchisee of
Franchisor, or otherwise directly or indirectly induce such
person to leave his or her employment, unless such
employment is accomplished with the written consent of the
person's employer.

3. OWN, MAINTAIN, ADVISE, HELP, INVEST IN, MAKE LOANS TO,
ENGAGE IN OR HAVE ANY INTEREST IN ANY FOOD SERVICE BUSINESS
WHICH SELLS OR DISTRIBUTES CHICKEN.

C. FRANCHISEE COVENANTS THAT, EXCEPT AS OTHERWISE APPROVED IN WRITING
BY FRANCHISOR, FRANCHISEE SHALL NOT, FOR A CONTINUOUS UNINTERRUPTED PERIOD
COMMENCING UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, REGARDLESS OF
THE CAUSE FOR TERMINATION, OR UPON THE TRANSFER OF FRANCHISEE'S INTEREST IN THIS
AGREEMENT, AND CONTINUING FOR 2 YEARS, EITHER DIRECTLY OR INDIRECTLY, FOR
HIMSELF, OR THROUGH, ON BEHALF OF, OR IN CONJUNCTION WITH ANY PERSON, PERSONS OR
LEGAL ENTITY, OWN, MAINTAIN, OPERATE, ENGAGE IN, BE EMPLOYED BY OR HAVE ANY
INTEREST IN ANY FOOD SERVICE BUSINESS WHICH SELLS OR DISTRIBUTES CHICKEN WITHIN
5 MILES OF THE FRANCHISE BUSINESS OR ANY CHICKEN KITCHEN RESTAURANT OPEN OR
UNDER CONSTRUCTION ON THE DATE THIS AGREEMENT EXPIRES OR TERMINATES OR
FRANCHISEE'S INTEREST IN THIS AGREEMENT IS TRANSFERRED.

D. SECTION XVII.C SHALL NOT APPLY TO THE OWNERSHIP BY FRANCHISEE OF
LESS THAT 5% BENEFICIAL INTEREST IN THE OUTSTANDING EQUITY SECURITIES OF ANY
COMPANY REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934.

E. THE PARTIES AGREE THAT EACH OF THE FOREGOING COVENANTS SHALL BE
CONSTRUED AS INDEPENDENT OF ANY OTHER COVENANT OR PROVISION OF THIS AGREEMENT.
IF ALL OR ANY PORTION OF A COVENANT IN THIS SECTION XVII IS HELD UNREASONABLE OR
UNENFORCEABLE BY A

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<PAGE> 26

COURT HAVING VALID JURISDICTION IN A FINAL DECISION TO WHICH FRANCHISOR IS A
PARTY, FRANCHISEE EXPRESSLY AGREES THAT THE PROVISION SHALL BE DEEMED AMENDED SO
THAT IT IS ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW AND PUBIC POLICY,
AS IF THE RESULTING COVENANT WERE SEPARATELY STATED IN AND MADE A PART OF THIS
SECTION XVII.

F. FRANCHISEE UNDERSTANDS AND ACKNOWLEDGES THAT FRANCHISOR SHALL HAVE
THE RIGHT, IN ITS SOLE DISCRETION, TO REDUCE THE SCOPE OF ANY COVENANT SET FORTH
IN SECTIONS XVII.B AND XVII.C, WITHOUT FRANCHISEE'S CONSENT, EFFECTIVE
IMMEDIATELY UPON WRITTEN NOTICE FROM FRANCHISOR; AND FRANCHISEE AGREES TO COMPLY
WITH ANY MODIFIED COVENANT, WHICH SHALL BE FULLY ENFORCEABLE NOTWITHSTANDING THE
PROVISIONS OF SECTION XXI.

G. Franchisee acknowledges that the Chicken Kitchen System and the
information, whether oral or written, disclosed to Franchisee by Franchisor
pursuant to this Agreement, have been developed by Franchisor at considerable
cost and expense and are disclosed to Franchisee in the strictest confidence.
Accordingly, Franchisee covenants and agrees the neither Franchisee nor any of
its directors, officers, shareholders, partners, members or key employees will,
otherwise than in accordance with the terms of this Agreement, either during the
term of this Agreement or at any time thereafter, anywhere in the world, make
use of or disclose any confidential information with respect to the Chicken
Kitchen System, nor will they, for their own purposes or any other purposes
whatsoever, disclose to anyone any confidential information or knowledge they
may acquire with respect to Franchisor's affairs. Furthermore, Franchisee
acknowledges and will require its directors, officers, shareholders, partners,
members and key employees to acknowledge that they do not have any rights or
claims of any kind or nature in or to any element of the Chicken Kitchen System
or the Proprietary Marks.

H. Franchisee agrees to pay all costs and expenses, including
reasonable attorneys fees, incurred by Franchisor in connection with the
enforcement of this Section XVII.

I. Franchisee acknowledges that Franchisee's violation of the terms of
this Section XVII would result in irreparable injury to Franchisor for which no
adequate remedy at law may be available, and Franchisee accordingly consents to
the issuance of an injunction, without the posting of a bond, prohibiting any
conduct by Franchisee in violation of this Section XVII.

J. Franchisee shall obtain covenants similar to those set forth in this
Section XVII (including covenants applicable upon the termination of a person's
relationship with Franchisee) from all managers and head cooks of Franchisee
prior to granting such employees access to any confidential aspect of the
Chicken Kitchen System or the Franchise Business, and all officers, directors
and holders of a direct or indirect beneficial ownership interest of 5% or more
in Franchisee. All covenants required by this Section XVII shall be in a form
satisfactory to Franchisor, including, without Stations specific identification
of Franchisor as a third party beneficiary of such covenants with the
independent right to enforce them. A duplicate original of each covenant shall
be sent to Franchisor upon execution. Failure by Franchisee to obtain execution
of a covenant required by this Section XVII.J shall constitute a material breach
of this Agreement.

XVIII. TAXES, PERMITS, AND INDEBTEDNESS

A. Franchisee shall promptly pay when due all taxes levied or assessed,
including, without limitations, sales, F.I.C.A. and unemployment taxes, and all
accounts and other indebtedness incurred by Franchisee in the ownership and
operation of the Franchise Business. Franchisee shall pay to Franchisor an
amount equal to any sales tax, gross receipts tax or similar tax (other than
income tax) imposed on Franchisor with respect to any payments to Franchisor
required under this Agreement.

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<PAGE> 27

B. In the event of any bona fide dispute as to Franchisee's liability
for taxes assessed or other indebtedness, Franchisee may contest the validity or
the amount of the tax or indebtedness in accordance with procedures of the
taxing authority or applicable law; however, in no event shall Franchisee permit
a tax sale or seizure by levy, execution or warrant, or attachment by a
creditor, to occur against the premises of the Franchise Business, or any
improvements or personal property used in the operation of the Franchise
Business.

C. Franchisee shall comply with all federal, state and local laws,
rules, and regulations, and shall timely obtain all permits, certificates or
licenses necessary for the operation of the Franchise Business, including,
without limitation, licenses to do business, fictitious name registrations,
sales tax permit, building, health, occupancy, fire and sanitation clearances.

D. Franchisee shall notify Franchisor in writing within 5 days of the
commencement of any action, suit or proceeding, and of the issuance of any
order, writ, injunction, award or decree of any court, agency or other
governmental instrumentality, which may adversely affect the operation or
financial condition of the Franchise Business.

XIX. INDEPENDENT CONTRACTOR AND INDEMNIFICATION

A. It is understood and agreed by the parties that this Agreement does
not create a fiduciary relationship between them; that Franchisee is an
independent contractor; and, that nothing in this Agreement is intended to
constitute either party an agent, legal representative, subsidiary, joint
venturer, partner, employee, employer, joint employer, enterprise or servant of
the other for any purpose.

B. During the term of this Agreement and any extension, Franchisee
shall hold himself out to the public as an independent contractor operating the
Franchise Business pursuant to a license from Franchisor.

C. Franchisee has no right to make any contract, agreement, warranty or
representation on Franchisor's behalf, or to incur any debt or other obligation
in Franchisor's name; Franchisor does not assume liability for, and shall not be
deemed liable as a result of, any action by Franchisee; Franchisor is not liable
by reason of any act or omission of Franchisee in Franchisee's ownership or
operation of the Franchise Business or for any claim or judgment arising from
the operation of the Franchise Business. Franchisee agrees to indemnify and hold
Franchisor harmless against all claims arising directly or indirectly from, or
as a result of, or in connection with, Franchisee's operation of the Franchise
Business, and the costs, including attorneys fees, of defending against any
claim.

XX. APPROVALS AND WAIVERS

A. Whenever this Agreement requires the prior approval or consent of
Franchisor, Franchisee shall make a timely written request to Franchisor, and
such approval or consent must be in writing.

B. Franchisor makes no warranties or guarantees upon which Franchisee
may rely, and assumes no liability or obligation to Franchisee or any third
party to whom Franchisor would not be otherwise liable by providing any waiver,
approval, consent or suggestion or by reason of any neglect, delay or denial of
a request.

C. No failure of Franchisor to exercise any power reserved to it in
this Agreement, or to insist upon compliance by Franchisee with any obligation
or condition in this Agreement, and no custom or practice of the parties at
variance with the terms of this Agreement, shall constitute a waiver of
Franchisor's right to demand exact compliance with any of the terms of this
Agreement. Waiver by Franchisor of any particular default shall not affect or
impair Franchisor's right with respect to any subsequent default of the same or
of a different provision; nor shall any delay,

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<PAGE> 28

forbearance or omission of Franchisor to exercise any power or right arising out
of a breach or default by Franchisee of any of the terms, provisions or
covenants of this Agreement affect or impair Franchisor's rights or constitute a
waiver by Franchisor of any rights under this Agreement or right to declare any
subsequent breach or default.

XXI. NOTICES

All notices required or permitted under this Agreement shall be in
writing and shall be personally delivered or sent by any means which provides a
receipt for delivery to the par-ties at the following addresses unless and until
a different address has been designated by written notice to the other party:

Notices to Franchisor: Chicken Kitchen Corporation
Attn: Christian de Berdouare
5415 Collins Avenue, Suite 305
Miami Beach, Florida 33140

Notices to Franchisee: ________________________

________________________

________________________
or the Franchise Business

XXII. ENTIRE AGREEMENT

THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT,
TOGETHER WITH THE FRANCHISE Application, financial statement and capitalization
plan submitted by Franchisee upon which Franchisor is relying in granting this
franchise, constitute the entire Agreement between Franchisor and Franchisee
concerning the subject matter of this Agreement, and supersede all prior
negotiations, commitments, representations and agreements. Except for those
permitted to be made unilaterally by Franchisor, no amendment, change, or
variance from this Agreement shall be binding on either party unless mutually
agreed to by the parties in a written document signed by the parties.

XXIII. SEVERABILITY AND CONSTRUCTION

A. If any provision of this Agreement may be construed in two ways, one
which would make the provision illegal or unenforceable and the other which
makes the provision valid and enforceable, the provision shall have the meaning
which makes its enforceable. This Agreement is to be read according to its fair
meaning and is not to be interpreted strictly against either party. The parties
intend that this Agreement be enforceable to fullest extent. If any court or
arbiter finds that any provision is not enforceable as written, Franchisor and
Franchisee agree that the provision be amended so that it is enforceable to the
fullest extent permissible under applicable law and public policy. The
provisions of this Agreement are severable, and the Agreement is to be
interpreted as if all invalid or unenforceable provisions were not in the
Agreement and partially valid provisions shall be enforced to the extent that
they are valid and enforceable.

B. Franchisee expressly agrees to be bound by any promise or covenant
imposing the maximum duty permitted by law which is contained within the terms
of any provision of this Agreement, as though it were separately articulated in
and made a part of this Agreement.

C. Any provision of this Agreement which imposes an obligation after
the termination or expiration of this Agreement shall continue to be binding on
the parties after the termination or expiration.

D. If Franchisee consists of more than one person, each partner shall
be liable for the total performance of Franchisee regardless of their ownership
percentage.

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<PAGE> 29
E. The Introduction is a part of this Agreement. Section captions are
used for convenience and should not be construed as a limitation of the matter
which follows. Words of any gender used in this Agreement shall include any
other gender, and words in the singular shall include the plural, where
applicable.

XXIV. APPLICABLE LAW

A. This Agreement takes effect upon its acceptance and execution by
Franchisor in Miami-Dade County, Florida, and shall be interpreted and construed
under the laws of the State of Florida, which laws shall prevail in the event of
any conflict of law; provided, however, that if any of the provisions of this
Agreement would not be enforceable under the laws of the State of Florida, but
would be enforceable under the laws of the state where the Franchise Business is
located, then such provision shall be interpreted and construed under the laws
of the state in which the Franchise Business is located. If the Franchise
Business is located in a state other than Florida and the laws of that state
require terms other than, or in addition to, those contained in this Agreement,
this Agreement shall be deemed modified so as to comply with the laws of that
state, but only to the extent necessary to prevent the invalidity of this
Agreement or any of its provisions, the imposition of a fine or penalty, or the
imposition of civil or criminal liability. To the extent permitted by law,
Franchisee waives any provision of law which prohibits, or makes unenforceable,
any provision of this Agreement.

B. In the event of a dispute between the parties in connection with,
arising from or relating to this Agreement, including, without limitation, any
claim that this Agreement or any provision is invalid or void or voidable, the
parties agree to make a good faith effort to resolve the dispute through
discussion and, at the request of either party, through mediation before a
mutually agreeable mediator, in which event the parties shall execute a
confidentiality agreement and shall split the mediator's fee. The mediator, if
possible, shall be experienced in franchise related matters. If the parties are
unable to agree upon a mediator, the mediator shall be selected by the American
Arbitration Association.

C. If the parties are unable to resolve their differences through
discussion and mediation, they agree that the United States District Court for
the Southern District of Florida and the courts of the Eleventh Judicial Circuit
of the State of Florida in and for Miami-Dade County, Florida shall be the
proper venue and forum in which to adjudicate any dispute under or in connection
with this Agreement, and agree not to contest or challenge the jurisdiction or
venue of these courts.

D. No right or remedy conferred upon or reserved to Franchisor or
Franchisee by this Agreement is intended to be, nor shall it be deemed,
exclusive of any other right or remedy under this Agreement or by law or equity
provided or permitted, but each shall be cumulative of every other right or
remedy.

E. Nothing contained in this Agreement shall bar Franchisor's right to
obtain injunctive relief against threatened conduct that will cause it loss or
damages, under the usual equity rules, including the applicable rules for
obtaining restraining orders and preliminary injunctions, except any requirement
for the posting of a bond, which requirement, if any, is expressly waived by
Franchisee.

F. Whenever this Agreement provides for the payment or reimbursement of
attorneys' fees, such fees shall include trial and appellate fees.

G. Franchisor and Franchisee irrevocably waive trial by jury in any
action, proceeding or counterclaim, whether at law or in equity, brought by
either of them.

H. To the fullest extent permitted by law, Franchisor and Franchisee
waive any right to, or claim for, any punitive or exemplary damages against the
other and agree that each shall be limited to the recovery of only actual
damages.

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<PAGE> 30

I. All claims arising out of this Agreement or the relationship of
Franchisee and Franchisor in connection with Franchisee's operation of the
Franchise Business must be made within I year from the occurrence of the facts
giving rise to the claim.

XXV. ACKNOWLEDGMENTS

A. FRANCHISEE ACKNOWLEDGES THAT FRANCIHSEE HAS HAD AMPLE OPPORTUNITY TO
CONSULT WITH AN ATTORNEY AND OTHER PROFESSIONAL ADVISORS AND IS ENTERING INTO
THIS AGREEMENT AFTER HAVING MADE AN INDEPENDENT INVESTIGATION OF THE CHICKEN
KITCHEN SYSTEM AND THE MARKET AREA IN WHICH FRANCHISEE WILL OPERATE THE
FRANCHISE BUSINESS. FRANCHISEE RECOGNIZES THAT THE BUSINESS VENTURE CONTEMPLATED
BY THIS AGREEMENT INVOLVES A HIGH DEGREE OF FINANCIAL RISK AND THAT ITS SUCCESS
WILL BE LARGELY DEPENDENT UPON THE BUSINESS, MANAGERIAL, AND FINANCIAL
CAPABILITIES OF FRANCHISEE. FRANCHISOR EXPRESSLY DISCLAIMS THE MAKING OF, AND
FRANCHISEE ACKNOWLEDGES THAT FRANCHISEE HAS NOT RECEIVED, ANY WARRANTY OR
GUARANTEE, EXPRESS OR IMPLIED, AS TO THE POTENTIAL VOLUME, PROFITS OR SUCCESS OF
THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT.

B. FRANCHISEE ACKNOWLEDGES RECEIVING A COPY OF THE COMPLETE CHICKEN
KITCHEN CORPORATION FRANCHISE AGREEMENT AT LEAST 5 BUSINESS DAYS PRIOR TO
SIGNING THIS AGREEMENT. FRANCHISEE FURTHER ACKNOWLEDGES RECEIVING THE, CHICKEN
KITCHEN OFFERING CIRCULAR/DISCLOSURE DOCUMENT AT LEAST 10 BUSINESS DAYS PRIOR
TO SIGNING THIS AGREEMENT OR MAKING ANY PAYMENT TO FRANCHISOR.

C. FRANCHISEE ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THIS
AGREEMENT MAY VARY SUBSTANTIALLY FROM THOSE CONTAINED IN FRANCHISEES WHICH
FRANCHISOR HAS OR MAY GRANT IN THE FUTURE.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT EFFECTIVE AS
OF THE DAY and year shown on the first page.

Franchisor:
CHICKEN KITCHEN CORPORATION

By:

Christian De Berdouare, President

Franchisee:

------------------------------------

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<PAGE> 31

RIDER A
SITE SELECTION ADDENDUM

THE LOCATION OF THE FRANCHISE BUSINESS IS _____________________________
________________________________________________________________________________

Franchise acknowledges that Franchisor's approval of the location is
not a guarantee, recommendation or endorsement of the location, and that the
success of the Franchise Business to be operated at the location is dependent
upon Franchisee's abilities as an independent business person.

FRANCHISOR: CHICKEN KITCHEN CORPORATION

By:
---------------------------------
Christian De Berdouare, President

FRANCHISEE:

------------------------------------

<PAGE> 1
EXHIBIT 10.5

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

<PAGE> 2

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 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-COMPETE 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.

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<PAGE> 3

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.

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.

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

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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 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> 1

EXHIBIT 10.6

PROMISSORY NOTE

$138,913.00 December 31, 1999

FOR VALUE RECEIVED, AMBASSA HOLDINGS, INC., (hereinafter referred to as
the "BORROWER"), promises to pay to the order of CHICKEN KITCHEN CORPORATION
(hereinafter referred to as the "LENDER") on or before the Maturity Date, the
principal sum of One Hundred Thirty Eight Thousand Nine Hundred Thirteen Dollars
($138,913.00), or so much thereof as may be advanced from time to time, with
interest on the unpaid balance of such amount from the date of such advance at
the rate of interest and in the manner specified herein. This Note evidences a
loan (the "LOAN") made by Lender to Borrower in the principal amount hereof.

1. CERTAIN DEFINED TERMS: In addition to the terms defined elsewhere in
this Note, as used herein, the following terms shall have the following
meanings:

(a) "INTEREST RATE" shall mean the rate of twelve percent (12%) per
annum.

(b) "MATURITY DATE" shall mean December 31, 2001.

2. PAYMENT AND CALCULATION OF INTEREST AND PAYMENT OF PRINCIPAL
BALANCE:

(a) INTEREST. From and after the date hereof, through and including
the day on which this Note is paid in full, interest shall accrue for the
preceding month on the daily outstanding principal balance of this Note at the
Interest Rate.

(b) CALCULATION OF INTEREST. Interest shall be computed on the basis
of fraction, the denominator of which shall be 360 and the numerator of which
shall be the actual number of days elapsed from the date of the initial advance
hereunder or the date of any subsequent advance hereunder, as the case may be,
to the Maturity Date (i.e. interest for each day any principal is outstanding
shall be computed at the annual interest rate divided by 360).

(c) PAYMENT OF NOTE. Principal and all accrued interest shall be due
and payable on the Maturity Date. Payment shall be made in immediately available
funds, except that up to $100,000.00 of the indebtedness may be repaid in the
form of dollar for dollar advertising credit for advertising in Entrepreneur
Media, Inc., publications.

3. PREPAYMENT PENALTY: There shall be no penalty associated with early
payment of the obligations hereunder.

4. EXPENSES AND COSTS OF COLLECTION:

(a) Borrower shall pay for all costs and expenses (including,
without limitation, documentary stamp taxes, intangible personal property taxes
and reasonable attorneys' fees and disbursements) incurred by Borrower and
Lender in connection with the preparation, execution and delivery of this Note.

<PAGE> 2

(b) Borrower agrees to pay all actual costs and expenses of
collection incurred by Lender, in addition to principal, interest and late or
delinquency charges (including, principal, without limitation, court costs and
reasonable attorneys' fees and paralegal fees and disbursements through and
including any appellate proceedings at all levels, and any special proceedings)
and including all actual costs and expenses incurred in connection with the
pursuit by Lender of any of its rights or remedies referred to herein.

5. WAIVER OF CERTAIN NOTICES: To the fullest extent permitted under
applicable law, Borrower, for itself and its heirs, successors and assigns, and
each endorser, if any, of this Note, for its heirs, successors and assigns,
hereby waive presentment, protest, demand, diligence, notice of dishonor and of
nonpayment, and waive and renounce all rights to the benefits of any statute of
limitations and any moratorium, appraisement, exemptions and homestead now
provided or which may hereafter be provided by or allowed under any federal or
state statute, including, but not limited to, exemptions provided by or allowed
under federal or state bankruptcy or insolvency laws, both as to itself and as
to all of its property, whether real or personal, against the enforcement and
collection of the obligations evidenced by this Note and any and all extensions,
renewals and modifications hereof.

6. INTEREST NOT TO EXCEED MAXIMUM PERMITTED BY LAW: It is the intention
of the parties to conform strictly to the usury and other laws relating to
interest from time to time in force, and all agreements between Borrower and
Lender, whether now existing or hereafter arising and whether oral or written,
are hereby expressly limited so that in no contingency or event whatsoever,
whether by acceleration of maturity hereof or otherwise, shall the amount paid
or agreed to be paid to Lender, or collected by Lender or for the use,
forbearance or detention of the money to be loaned hereunder or otherwise, or
for the payment or performance of any covenant or obligation contained herein,
exceed the maximum amount permissible under applicable usury or such other laws
(the "MAXIMUM AMOUNT"). If under any circumstances whatsoever, fulfillment of
any provision hereof shall involve transcending the Maximum Amount, then IPSO
FACTO, the obligation to be fulfilled shall be reduced to the Maximum Amount.
For the purposes of calculating the actual amount of interest paid and/or
payable hereunder, in respect of laws pertaining to usury or such other laws,
all sums paid or agreed to be paid to the holder hereof for the use, forbearance
or detention of the indebtedness of Borrower evidenced hereby, outstanding from
time to time shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread from the date of disbursement of the proceeds of
this Note until payment in full of all of such indebtedness, so that the actual
rate of interest on account of such indebtedness is uniform through the term
hereof. The terms and provisions of this Paragraph 6 and Paragraph 7 hereof
shall control and supersede every other provision of all agreements between
Borrower or any endorser and Lender.

7. PAYMENT IN EXCESS OF MAXIMUM AMOUNT: If under any circumstances
Lender shall ever receive an amount deemed interest by applicable law, which
would exceed the Maximum Amount, such amount that would be excessive interest
under applicable usury laws or such other laws shall be deemed a payment in
reduction of the principal amount owing hereunder and shall be so applied and
not to the payment of interest, or, if such excessive interest exceeds the
unpaid balance of principal of this Note, the excess shall be deemed to have
been a payment made by mistake and shall be refunded to Borrower or to any other
person making such payment on Borrower's behalf.

8. GOVERNING LAW: This Note and the obligations arising hereunder shall
be governed by the laws of the State of Florida, without regard to the
principles of the conflicts of law.

9. TIME OF ESSENCE: Time is of the essence of this Note and of each
provision in which time is an element.

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<PAGE> 3

10. DATE OF PERFORMANCE: If the date for the performance of any term,
provision or condition (monetary or otherwise) under this Note shall happen to
fall on a Saturday, Sunday or non-Business Day (hereinafter defined), the date
for the performance of such term, provision or condition shall, be extended to
the next succeeding Business Day immediately thereafter occurring, with interest
on the outstanding principal sum at the Interest Rate provided in this Note to
such next succeeding Business Day if such term, provision or condition shall
result in the extension of any monetary payment due to Lender. As used herein,
"BUSINESS DAY" shall mean any day of the year on which commercial banks are not
required or authorized to close in Miami, Florida.

11. EFFECT OF DISBURSEMENT OF MONIES: Interest under this Note shall
commence to accrue as of the date of disbursal by Lender. With regard to the
repayment of the Loan, Interest shall continue to accrue on any amount repaid
until such time as the repayment has been received and cleared by Lender. Any
payment which is made by wire transfer or other immediately available funds and
which is actually received by Lender prior to 1:00 p.m. (Eastern Time) shall be
deemed to have been received and cleared by Lender on the date of receipt.

12. BINDING UPON SUCCESSORS AND ASSIGNS: The provisions of this Note
shall bind Borrower and its successors and assigns.

13. DISCLAIMER: This Note is intended solely for the benefit of
Borrower and Lender and no third party shall have any rights or interest in any
provision hereof or as a result of any action or inaction of Lender in
connection therewith. Without limiting the generality of the foregoing, any and
all obligations to make advances are imposed solely and exclusively for the
benefit of Borrower and no other person (including, but not limited to,
Borrower's successors or assigns, any creditor of Borrower or any representative
of Borrower) shall have standing to require satisfaction and compliance with
such obligations. Any actions taken by Lender or any representative of Lender
are solely for Lender's protection and neither the Borrower nor any other person
shall be entitled to rely upon any such action.

14. PRIOR AGREEMENTS: This Note supersedes and cancels all prior
agreements and understandings, whether oral or written, with respect to the
Loan, and all prior agreements and understandings are merged into this Note.

15. HEADINGS: The headings used in this Note are for convenient
reference only and shall not to any extent have the effect of modifying,
amending or changing the express terms and provisions of this Note.

16. SEVERABILITY: Wherever possible, each provision of this Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note shall be prohibited by or invalid under such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision of the
remaining provisions of this Note.

17. NUMBER AND GENDER: Whenever the singular or plural number, or the
masculine, feminine or neuter gender is used herein, it shall legally include
the other.

18. WAIVER OF JURY TRIAL: BORROWER HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY OR ANY EXERCISE
BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER

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<PAGE> 4

THIS NOTE (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
NOTE, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS NOTE WAS FRAUDULENTLY INDUCED
OR IS OTHERWISE VOID OR VOIDABLE); THIS WAIVER BEING A MATERIAL INDUCEMENT FOR
LENDER TO ACCEPT THIS NOTE

IN WITNESS WHEREOF, Borrower has executed this instrument by its duly
authorized officer or signatory on the date first above written.

AMBASSA HOLDINGS, INC.,
A Delaware corporation

By:
-----------------------------
President

<PAGE> 1
EXHIBIT 10.7

SECURITY AGREEMENT

SECURITY AGREEMENT (the "Security Agreement"), dated as of
December 31, 1999, between Ambasssa Holdings, Inc., a Florida corporation, with
offices at 5750 N. Bay Road, Miami Beach, Florida (the "Borrower"), and Chicken
Kitchen Corporation, a Florida corporation, with offices at 5415 Collins Avenue,
Suite 305, Miami Beach, Florida (the "Secured Party").

Section 1. DEFINITIONS. Definitions in the Code (as defined below)
shall apply to words and phrases in this Security Agreement and, if Code
definitions conflict, definitions in Article 9 (Chapter 679, Florida Statutes)
of the Code shall apply. In addition to terms defined in the Code or elsewhere
in this Security Agreement, the following terms have the meanings indicated
below, which meanings shall be equally applicable to both the singular and the
plural forms of such terms:

"Code" means the Uniform Commercial Code as in effect from time to time
in the State of Florida (Chapters 671 through 680, inclusive, Florida Statutes).

"Collateral" means and includes any and all of the following which are
owned by the Borrower or in which the Borrower has an interest, whether now
owned or existing or hereafter created or acquired:

(a) The internet domain names set forth on the attached
Exhibit "A;"

(b) all cash or non-cash proceeds of any of the
foregoing, including insurance proceeds and all
products thereof;

(c) all ledger sheets, files, records, documents and
instruments (including, but not limited to, computer
programs, tapes and related electronic data
processing software) evidencing an interest in or
relating to the above; and

"Obligations" shall mean and include:

(a) the indebtedness, obligations and liabilities of the
Borrower to the Secured Party now or hereafter
existing, incurred or created under the Promissory
Note or any related documents;

"Promissory Note" means that certain Promissory Note in the original
principal amount of $138,913.00 of even date, given by the Borrower to the
Secured Party.

Section 2. GRANT OF SECURITY INTEREST; RELEASE OF COLLATERAL.

2.1. In consideration of advances and other extensions of
credit made or to be made by the Secured Party to the Borrower, and for other
value received by the Borrower, and in further consideration of other financial
accommodations extended by the Secured Party to the Borrower or to other persons
and guaranteed by the Borrower, the Borrower hereby grants a continuing security
interest in, and assigns to the Secured Party, the Collateral, to secure payment
and performance of all of the Obligations of the Borrower to the Secured Party.

<PAGE> 2

2.2. At any time during which amounts are outstanding under
the Promissory Note, the Borrower is entitled to obtain a release of the Secured
Party's security interest in any and all Inventory and Accounts which are or may
hereafter became encumbered by this Security Agreement by paying the outstanding
principal amount plus accrual interest under the Promissory Note in the manner
set forth in the Promissory Note.

Section 3. OWNERSHIP OF COLLATERAL. The Borrower hereby represents,
that it has good title to the Collateral free and clear of all liens and
security interests except the security interest granted by this Security
Agreement.

Section 4. NO OTHER SECURITY INTERESTS. So long as any Obligation to
the Secured Party is outstanding, the Borrower shall not, without the prior
written consent of the Secured Party, grant to any third party a security
interest in any of the Collateral or permit any lien or encumbrance to attach to
any part of the Collateral (except for taxes not yet due and payable) or suffer
or permit any levy to be made on any part of the Collateral, or permit any
financing statement (except that of the Secured Party) to be on file with
respect thereto, except (a) purchase money liens arising in connection with
newly acquired property, and (b) liens that are junior in priority to the
security interests created by this Security Agreement. Except as is customary
and usual in the course of its business, the Borrower shall not sell, transfer,
lease or otherwise dispose of any of the Collateral or any interest therein, or
offer to do so or permit anything to be done to impair the value of the
Collateral or the security interest hereby created; PROVIDED that the Borrower
may merge or consolidate with another company so long as (x) the Borrower is the
surviving entity; (y) the shareholders of the Borrower control the surviving
entity, and (z) the other company is solvent and has a positive net worth.

Section 5. REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING THE
COLLATERAL. The Borrower represents, warrants and covenants to the Secured Party
as follows:

5.1. The Borrower shall at all times keep the Collateral
insured against loss, damage, theft, and such other risks as the Secured Party
may reasonably require, in such amounts (in any event, not less than the full
insurable value thereof), with such insurance companies, under such policies, in
such form and for such periods as shall be reasonably acceptable to the Secured
Party, and each such policy shall provide that loss thereunder and proceeds
payable thereunder shall be payable to the Secured Party as an additional loss
payee (and the Secured Party may apply any proceeds of such insurance which may
be received by the Secured Party toward payment of the Obligations, whether due
or not due, in such order of application as the Secured Party may determine).
Each such policy shall provide for minimum ten days written cancellation notice
to the Secured Party. Each such policy shall, if the Secured Party so requests,
be deposited with the Secured Party. Such policies shall provide that no act or
default of the Borrower shall affect the right of the Secured Party to recover
thereunder.

5.2. The Borrower shall at all times keep the Collateral in
good order and repair and shall not waste or destroy the Collateral or any part
thereof.

5.3. The Borrower warrants that no financing statement
covering any Collateral or any proceeds thereof is on file in any public office.
The Borrower shall promptly, if requested by the Secured Party, mark its records
evidencing its accounts and chattel paper in a manner satisfactory to the
Secured Party so as to show the same having been assigned to the Secured Party.
The Borrower authorizes the Secured Party to file financing statements with
respect to the Collateral signed only by the Secured Party when permitted by the
Code. The Borrower shall join with the Secured Party in executing financing
statements, notices, affidavits or similar instruments in forms satisfactory to
the Secured Party and such other documents as the Secured Party may from time to
time reasonably request, and shall pay the cost of filing the same in any public
office required by law. The Borrower shall do such other acts and things, all as
the Secured Party

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<PAGE> 3

may reasonably request, to maintain a valid, perfected security interest in
favor of the Secured Party in the Collateral (free and clear of all other liens
and claims whatsoever, in order to secure the payment of the Obligations. The
Borrower agrees to execute all documents which the Secured Party may deem
necessary to perfect and to continue the perfection of the security interest
created hereby and to protect the Collateral.

5.4. The Borrower shall not use the Collateral or permit the
same to be used in violation of, and shall at all times maintain the Collateral
in compliance with, any applicable statute or ordinance. The Secured Party may
examine and inspect the Collateral, wherever located, upon reasonable prior
notice to the Borrower. The Borrower shall pay promptly when due all taxes and
assessments upon the Collateral or for its use or operation or upon this
Security Agreement or any other writing evidencing the Obligations, or any of
them.

5.5. The chief executive office where Borrower keeps its
records concerning its Receivables is at the address specified at the beginning
of this Security Agreement. The Borrower shall give the Secured Party written
notice of each additional location at which Collateral is kept and of any change
in the chief executive office of the Borrower at which records of the Borrower
pertaining to Receivables are kept at least thirty days prior to the change of
the chief executive office.

5.6. The Borrower shall not dispose of or transfer any of the
Collateral, or any interest therein, without the Secured Party's prior written
consent. Notwithstanding the foregoing, the Borrower shall be permitted to
license any of the Collateral to a third party pursuant to an arms-length
transaction so long as the licensee acknowledges in writing the existence of the
Secured Party's security interest in such Collateral. Furthermore, the Borrower
may assign the Collateral in connection with a merger or consolidation in which
the Borrower is not the continuing corporation, provided that the continuing
corporation acknowledges in writing the existence of the Secured Party's
security interest in the Collateral.

Section 6. DEFAULTS AND REMEDIES. If any one of the following "Events
of Default" shall occur and shall not have been remedied;

(a) any default under the Promissory Note, which remains
unremedied for 10 calendar days after written notice thereof has been given to
the Borrower by the Secured Party;

(b) any representation or warranty made by the Borrower herein
or in any certificate or report furnished by the Borrower hereunder shall prove
to have been incorrect in any material respect; or

(c) the Borrower shall default in the performance of any other
agreement, covenant or obligation contained herein, which default shall persist
for 10 calendar days after written notice thereof has been given to the Borrower
by the Secured Party;

then the Secured Party may, in addition to any other rights and remedies which
it may have under applicable law, immediately and without demand exercise any
and all of the rights and remedies granted to a secured party upon default under
the Code; and upon request or demand of the Secured Party, the Borrower shall at
its expense assemble all (or any part, if so directed) of the Collateral and
make it available to the Secured Party at Borrower's place of business. The
Secured Party and its agents are authorized to enter into or onto any premises
where the Collateral may be located for the purpose of taking possession of such
Collateral. Any notice of sale, disposition or other intended action by the
Secured Party, sent to the Borrower at the address specified at the beginning of
this Security Agreement or at such other address of the Borrower as may from
time to time be shown on the Secured Party's records, at least ten days prior to
such action, shall constitute reasonable notice to the Borrower. Any proceeds of
any disposition of any of the Collateral may be applied by the Secured Party
toward payment of such of the Obligations and in such order of application as
the Secured Party may from time to time elect.

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<PAGE> 4

Section 7. MISCELLANEOUS.

7.1. No waiver by the Secured Party of any default shall
operate as a waiver of any other default or of the same default on a future
occasion. No delay or omission on the part of the Secured Party in exercising
any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by the Secured Party of any right or remedy shall preclude any other or
further exercise thereof or the exercise of any other right or remedy. Time is
of the essence in this Security Agreement. The provisions of this Security
Agreement are cumulative and in addition to the provisions of any liability of
the Borrower under any note, any guaranty or any other writing, the Secured
Party shall have all the benefits, rights and remedies of a secured party under
this Security Agreement and any other document. No modification or amendment to
this Security Agreement shall be effective unless evidenced by a written
instrument signed by authorized officers of the Borrower and the Secured Party.

7.2. Upon the occurrence of any Event of Default hereunder,
the Secured Party may at its discretion transfer any property constituting
Collateral into its own name or that of its nominee and receive the income
thereon and hold the same as security for the Obligations or apply it towards
principal or interest due on Obligations. The powers conferred upon the Secured
Party by this Section are solely to protect the interests of the Secured Party
and shall not impose any duties on the Secured Party to exercise any powers.

7.3. All rights of the Secured Party hereunder shall inure to
the benefit of its successors and assigns, and all Obligations of the Borrower
shall bind the successors and assigns of the Borrower.

7.4. This Security Agreement shall be governed by and
construed in accordance with the laws of Florida, without regard to the conflict
of laws principles thereof.

7.5. At its option, the Secured Party may, if the Borrower
fails to pay the same when due, discharge taxes, liens or security interests or
other encumbrances at any time levied or placed on the Collateral (unless such
item is being contested in good faith by the Borrower), may pay for insurance on
the Collateral, and may pay for the maintenance and preservation of the
Collateral. The Borrower agrees to reimburse the Secured Party on demand for any
reasonable payment made, or any reasonable expense incurred, by the Secured
Party pursuant to the foregoing authorization. Except as otherwise expressly
provided in this Security Agreement, until an Event of Default takes place, the
Borrower may have possession of the Collateral and use it in any lawful manner
not inconsistent with this Security Agreement and not inconsistent with any
policy of insurance thereon.

7.6. If any of the provisions of this Security Agreement shall
contravene or be held invalid under the laws of any jurisdiction, the Security
Agreement shall be construed as if such provision did not exist and the
remainder of this Security Agreement shall be construed and enforced
accordingly.

7.7. The Secured Party's rights under the Promissory Note and
this Security Agreement are cumulative. Without limiting the generality of the
foregoing, the Secured Party may enforce its rights hereunder in all or part of
the Collateral or in any other security in the order selected by Secured Party.

7.8. THE BORROWER, AND THE SECURED PARTY BY ITS ACCEPTANCE OF
THIS SECURITY AGREEMENT, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECURITY AGREEMENT
AND ANY AGREEMENT TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EITHER PARTY; PROVIDED, HOWEVER, THAT THIS

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<PAGE> 5

WAIVER SHALL NOT BE APPLICABLE WITH RESPECT TO ANY COUNTERCLAIM BY THE BORROWER
OR ANY ACTION BY THE BORROWER IN WHICH THE SECURED PARTY IS AN ADVERSE PARTY AND
THE BORROWER SEEKS DAMAGES FROM THE SECURED PARTY IN CONNECTION WITH THIS
SECURITY AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED
PARTY ENTERING INTO THIS SECURITY AGREEMENT.

7.9. All notices, demands and requests hereunder or required
hereby shall be in writing and shall be deemed to have been properly given if
and only if personally delivered or sent by a nationally recognized overnight
courier requiring the signature of the recipient party, when addressed to the
parties at their respective addresses set forth on the first page hereof or at
such other locations as a party may subsequently designate in writing.

IN WITNESS WHEREOF, this Security Agreement has been executed by the
Secured Party and the Borrower as of the date set forth above.

THE SECURED PARTY:

CHICKEN KITCHEN CORPORATION,
a Florida corporation

By:_________________________
Name: Christian de Berdouare,
Its President

THE BORROWER:

AMBASSA HOLDINGS, INC.,
a Delaware corporation

By:_______________________
Name: Christian De Berdouare,
Its President

<PAGE> 1

EXHIBIT 10.8

CHICKEN KITCHEN CORP.

AMENDED AND RESTATED
1999 STOCK OPTION PLAN

(AS OF OCTOBER 6, 1999)

1. STATEMENT OF PURPOSE. The purpose of this Amended and Restated 1999
Stock Option Plan (the "Plan") is to benefit Chicken Kitchen Corp., Inc. (the
"Company") by offering certain present and future employees, officers, and
consultants of the Company and its subsidiaries, if any, a favorable opportunity
to become holders of the common stock of the Company ("Common Stock") over a
period of years, thereby giving them a long-term stake in the growth and
prosperity of the Company and encouraging the continuance of their involvement
with the Company.

2. ADMINISTRATION. The Plan shall be administered (i) with respect to
individuals who receive options under the Plan and who are or become subject to
the reporting requirements and short-swing liability provisions of Section 16 of
the Securities Exchange Act of 1934 (the "Exchange Act") (hereinafter referred
to as "Reporting Persons"), by a committee which shall consist of the Chairman
of the Board of Directors of the Company (the "Board) or individuals appointed
by the Chairman of the Board of Directors.

3. ELIGIBILITY. Options may be granted to employees of the Company and
its subsidiaries, if any, who are employed on a full time basis, and to officers
and consultants of the Company and its subsidiaries, if any. The Committee may
grant options to eligible employees, officers and consultants of the Company and
its subsidiaries selected initially and from time to time thereafter by the
Committee based on the importance of their services; provided, however, that
notwithstanding any other provision of the Plan, the maximum number of shares
subject to all options granted to an individual in any calendar year shall in no
event exceed 2,000,000 (the "Individual Cap"), subject to adjustment as provided
in Section II. Eligible individuals may be selected individually or by groups or
categories, as determined by the Committee in its discretion. No non-employee
director of the Company shall receive an award under the Plan.

4. GRANTING OF OPTIONS. Options granted under the Plan are intended not
to be treated as incentive stock options as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

In the event that an option expires or is terminated or canceled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a canceled option). Shares subject to
options may be made available from un-issued or reacquired shares of Common
Stock.

<PAGE> 2

Nothing contained in the Plan or in any option granted pursuant thereto
shall confer upon any optionee any right to be continued in the employment of
the Company, or interfere in any way with the right of the Company to terminate
his or her employment at any time.

5. OPTION PRICE. The options shall be granted at an exercise price,
subject to the provisions of Section I hereof, equal to the fair market value at
the time the option is granted, of the shares of Common Stock subject to the
option.

6. DURATION OF OPTIONS, INCREMENTS, AND EXTENSIONS. Subject to the
provisions of Section 9 hereof, each option shall be for a term of ten years.
Each option shall become exercisable with respect to 10% of the total number of
shares subject to the option on the first anniversary of the date of grant, an
additional 20% on the second anniversary of the date of grant, an additional 30%
on the third anniversary of the date of grant, and the balance on the fourth
anniversary of the date of grant (the "Vesting Schedule"). Notwithstanding the
foregoing, the Committee may in its discretion accelerate the exercisability of
any option subject to such terms and conditions as the Committee deems necessary
and appropriate to effectuate the purpose of the Plan including, without
limitation a requirement that the optionee grant to the Company an option to
repurchase all or a portion of the number of shares acquired upon exercise of
the accelerated option for their fair market value on the date of grant. Subject
to the foregoing, all or any part of the shares to which the right to purchase
has accrued may be purchased at the time of such accrual or at any time or times
thereafter during the option period.

7. RIGHT OF COMPANY TO REPURCHASE SHARES ISSUED AS A RESULT OF
ACCELERATED, EXERCISED OPTIONS.

Notwithstanding any other provision in the Plan to the contrary:

(a) in the event that (i) the Committee, in its sole
discretion, determines that all or some portion of the vesting of an
option granted pursuant to the Plan shall be accelerated so that all or
some portion of such option may be exercised prior to the date on which
it would have been exercised pursuant to the Vesting Schedule described
in Section 6 hereof, and (ii) such option is exercised for some or all
of the shares of Common Stock subject to such option, then that portion
of shares under such option (the "Excess Shares") equal to the total
number of shares under such option less the number of shares which
would have been issued if the option had been exercised pursuant to the
Vesting Schedule may not, except as provided in paragraph (b) of this
Section 7, be sold or otherwise transferred to any third party until
such date as the option for any portion of the Excess Shares would have
been exercisable if the option had been exercised pursuant to the
Vesting Schedule; and

(b) in the event the employment of the optionee (or former
optionee) with the Company is terminated for any reason other than
death, permanent disability or retirement, the Company shall have the
right to purchase from the optionee, at the option price paid by him,
the Excess Shares acquired upon the exercise of an option granted under
the Plan; provided, however, that the Company shall not make any such
purchase if such purchase would give rise to short-swing profit
liability as described in Section 16 of the Exchange Act when matched
with a bona fide market transaction. If not sooner exercised, the
Company's right to repurchase shall expire with respect to any portion
of the Excess Shares on the date that the option for any such portion
of the Excess Shares would have become exercisable pursuant to the
Vesting Schedule.

8. EXERCISE OF OPTION. As a condition to the exercise of any option,
the fair market value of the Common Stock on the date of exercise must equal or
exceed the option price referred to in Section 5 hereof. An option may be
exercised by giving written notice to the Company, attention of the Secretary,

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<PAGE> 3

specifying the number of shares to be purchased, accompanied by the full
purchase price for the shares to be purchased either in cash, by check, by a
promissory note in a form specified by the Committee and payable to the Company
no later than 15 business days after the date of exercise of the option, or, if
so approved by the Committee, by shares of the Common Stock of the Company, or
by a combination of these methods of payment. For this purpose, the per share
value of Common Stock of the Company shall be the fair market value on the date
of exercise. The Committee may in its discretion permit an optionee to deliver a
promissory note in a form specified by the Committee and payable to the Company
no later than the fifteenth day of April in the year following the year of
exercise of any option in payment of any withholding tax requirements of the
Company with respect to such exercise.

9. TERMINATION OF RELATIONSHIP -- EXERCISE THEREAFTER.

(a) In the event the relationship between the Company and an
officer or employee who is an optionee is terminated for any reason
other than death, permanent disability, or retirement, such optionee's
option shall expire and all fights to purchase shares pursuant thereto
shall terminate on the date of termination of employment, except that,
to the extent the option is exercisable on the date of termination,
such option may be exercised for a period of one year after termination
of employment (or until the scheduled termination of the option, if
earlier); provided, however, that with respect to all or any portion of
any option held by such optionee, the Committee may, in its sole
discretion, accelerate exercisability, permit vesting to continue in
accordance with the Vesting Schedule, or permit such option to remain
exercisable for a term after the one year period specified above (but
in no event beyond its specified term), subject to such terms and
conditions, if any, as determined by the Committee in its sole
discretion. Temporary absence from employment because of illness,
vacation, and approved leaves of absence and transfer among the Company
and its subsidiaries shall not be considered to terminate employment or
to interrupt continuous employment.

(b) In the event of termination of said relationship because
of death or permanent disability (as that term is defined in Section
22(e)(3) of the Code, as now in effect or as subsequently amended), the
option may be exercised in full (to the extent not previously
exercised) without regard to the Vesting Schedule, by the optionee or,
if he or she is not living, by his or her heirs, legatees, or legal
representative, as the case may be, during its specified term prior to
two years after the date of death or permanent disability.

(c) IN THE EVENT OF TERMINATION OF EMPLOYMENT BECAUSE OF EARLY, NORMAL
OR DEFERRED RETIREMENT UNDER AN APPROVED RETIREMENT PROGRAM OF THE COMPANY (OR
SUCH OTHER PLAN OR ARRANGEMENT AS MAY BE APPROVED BY THE COMMITTEE, IN ITS
DISCRETION, FOR THIS PURPOSE), THE OPTION MAY BE EXERCISED BY THE OPTIONEE (OR,
IF HE OR SHE DIES AFTER SUCH RETIREMENT, BY HIS OR HER HEIRS, LEGATEES, OR LEGAL
REPRESENTATIVE, AS THE CASE MAY BE), TO THE EXTENT THAT ANY PORTION THEREOF
WOULD BE EXERCISABLE ON THE DATE OF SUCH RETIREMENT (OR WITH RESPECT TO SUCH
GREATER PORTION AS DETERMINED BY THE COMMITTEE), AT ANY TIME DURING ITS
SPECIFIED TERM PRIOR TO ONE YEAR AFTER THE DATE OF SUCH RETIREMENT.

(d) Except as otherwise determined by the Committee, upon the
termination of a relationship between the Company or any subsidiary and
a consultant who is an optionee, such optionee's option shall expire
ninety days thereafter and all rights to purchase shares pursuant
thereto shall terminate upon the expiration of the one year period.

10. NON-TRANSFERABILITY OF OPTIONS. During the lifetime of the
optionee, options shall be exercisable only by the optionee, and options shall
not be assignable or transferable by the optionee otherwise than by will or by
the laws of descent and distribution, or pursuant to a qualified domestic

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<PAGE> 4

relations order as defined by (a) the Code or (b) Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules or
regulations thereunder. The Committee, in its discretion, may permit the
assignment or transfer of an option on such terms and subject to such conditions
as the Committee may deem necessary or appropriate or as otherwise may be
required by applicable law or regulation.

11. ADJUSTMENT. The number of shares subject to the Plan and to options
granted under the Plan (and the Individual Cap) shall be adjusted as follows:
(a) in the event that the outstanding shares of Common Stock of the Company are
changed by any stock dividend, stock split or combination of shares, the number
of shares subject to the Plan and to options granted thereunder and the
Individual Cap shall be proportionately adjusted; (b) in the event of any
merger, consolidation or reorganization of the Company with any other
corporation or corporations, there shall be substituted, on an equitable basis
as determined by the Committee, for each share of Common Stock then subject to
the Plan, whether or not at the time subject to outstanding options, and for
each share of Common Stock included in the Individual Cap the number and kind of
shares of stock or other securities to which the holders of shares of Common
Stock of the Company will be entitled pursuant to the transaction; and (c) in
the event of any other relevant change in the capitalization of the Company, the
Board shall provide for an equitable adjustment in the number of shares of
Common Stock then subject to the Plan, whether or not then subject to
outstanding options, and in the Individual Cap. In the event of any such
adjustment the purchase price per share shall be proportionately adjusted.

12. AMENDMENT of Plan. The Board may amend or discontinue the Plan at
any time; PROVIDED, HOWEVER, that:

(a) no amendment or discontinuance shall change or impair any
options previously granted without the consent of the optionee; and

(b) no amendment shall, without the affirmative vote of the
holders of a majority of the outstanding shares of all of the classes
of stock of the Company voting in person or by proxy, and entitled to
vote at a duly held stockholders meeting, or without the written
consent of the holders of a majority of the outstanding shares of all
of the classes of stock entitled to vote, (i) materially increase the
benefits accruing to participants under the Plan, (ii) materially
increase the number of securities which may be issued under the Plan,
or (iii) materially modify the requirements as to eligibility for
participation in the Plan.

13. EXCHANGE ACT COMPLIANCE. With respect to Reporting Persons,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Reporting Persons Committee fails to
so comply, it may be deemed null and void to the extent permitted by law and
deemed advisable by the Reporting Persons Committee.

14. EMPLOYMENT AND CONSULTING, AGREEMENTS. Anything contained in the
Plan to the contrary notwithstanding, in the event that an employment agreement
or consulting agreement entered into by the Company or a subsidiary of the
Company provides that options shall be granted under the Plan to an employee or
consultant on terms and conditions that differ from the terms and conditions set
forth herein, the terms and conditions set forth in such employment or
consulting agreement shall control.

15. EFFECTIVE DATE. The Plan was amended and restated by the Board to
be effective on October 6, 1999.

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<PAGE> 5

16. MISCELLANEOUS PROVISIONS.

(a) No employee or other person shall have any claim or right to be
granted an option under the Plan. Determinations made by the Committee under the
Plan need not be uniform and may be made selectively among eligible individuals
under the Plan, whether or not such eligible individuals are similarly situated.

(b) No participant or other person shall have any right with respect to
the Plan, the Common Stock reserved for issuance under the Plan or any option,
contingent or otherwise, until all the terms, conditions and provisions of the
Plan and the option applicable to such recipient (and each person claiming under
or through him) have been met.

(c) No shares of Common Stock shall be issued hereunder with respect to
any option unless counsel for the Company shall be satisfied that such issuance
will be in compliance with applicable federal, state, local and foreign legal,
securities exchange and other applicable requirements.

(d) With respect to Reporting Persons, it is the intent of the Company
that the Plan comply in all respects with Rule 16b-3 under the Exchange Act and
that any ambiguities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention and that if any provision of the
Plan is found not to be in compliance with Rule 16b-3, such provision shall be
deemed null and void to the extent required to permit the Plan to comply with
Rule 16b-3.

(e) The Company shall have the right to deduct from any payment made under
the Plan any federal, state, local or foreign income or other taxes
required by law to be withheld with respect to such payment. It shall be a
condition to the obligation of the Company to issue Common Stock, other
securities or property, or other forms of payment, or any combination
thereof, upon exercise, settlement or payment of any option under the Plan,
that the participant (or any beneficiary or person entitled to act) pay to
the Company, upon its demand, such amount as may be required by the Company
for the purpose of satisfying any liability to withhold federal, state,
local or foreign income or other taxes. If the amount requested is not
paid, the Company may refuse to issue Common Stock, other securities or
property, or other forms of payment, or any combination thereof
Notwithstanding anything in the Plan to the contrary, the Committee may, in
its discretion, permit an eligible participant (or any beneficiary or
person entitled to act) to elect to pay a portion or all of the amount
requested by the Company for such taxes with respect to such option, at
such time and in such manner as the Committee shall deem to be appropriate
(including, but not limited to, by authorizing the Company to withhold, or
agreeing to surrender to the Company on or about the date such tax
liability is determinable, Common Stock, other securities or property, or
other forms of payment, or any combination thereof, owned by such person or
a portion of such forms of payment that would otherwise be distributed, or
have been distributed, as the case may be, pursuant to such option to such
person, having a fair market value equal to the amount of such taxes).

(f) The expense of the Plan shall become by the Company.

(g) By accepting any option or other benefit under the Plan, each
participant and each person claiming under or through such person shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by the Company or the Committee.

(h) Unless otherwise determined by the Committee in its sole
discretion, options granted prior to October 6, 1999 shall be governed by the
Plan.

- -----------------------------
Christian Mahe de Berdouare
Chairman of the Board

<PAGE> 1

EXHIBIT 10.9

WOODBURY & SANTIAGO, P.A.

8603 S. Dixie Highway, Suite 407
Miami, Florida 33143
(305) 669-9570
Michael P. Woodbury Fax (305) 669-8616
Robert P. Santiago

Writers Direct Line
(305) 669-4464

October 15, 1999
BY FEDERAL EXPRESS
- ------------------

Scott J. Link, Esq.
Ackerman, Link, Sartory
222 Lakeview Avenue
Suite 1330 - Esperante
West Palm Beach, Florida 33401

Re: Agricola Coco Bonh, S.A., et al. v. Chicken Kitchen
Corporation, et al.: Case No.: 99-4608-CA-2
---------------------------------------------------

Dear Scott:

Upon your countersignature below, this document will constitute an agreement to
settle the claims brought against all of the defendants by all plaintiffs in the
above-captioned action, with the exception of Barras Investments, including
those that previously dismissed their claims against the defendants without
prejudice (collectively, the "Shareholders"):

I. PRELIMINARY ISSUES

A. Within 30 days after the execution of this term sheet, defendants'
counsel shall distribute for Shareholders' counsel's review and comment drafts
of the documents necessary for a closing with respect to the agreement outlined
in this term sheet.

B. Shareholders' counsel will return comments, if any, to the draft
documents to defendants' counsel within 5 days after receipt of the draft
documents.

C. A closing will take place within 50 days after execution of this
term sheet, and upon agreement to formal documentation, consistent with the
terms hereof, as to which all parties hereto bind themselves to negotiate in
good faith.

D. Discovery shall be stayed through the closing date or November 15,
1999, if no closing occurs by that date. Discovery with respect to Barras
Investments shall be stayed for 10 days from the date hereof in order to pursue
settlement possibilities with Barras Investments. In the event that an agreement
is reached with respect to Barras Investments, discovery will be stayed pursuant
to the same terms as shall apply to the Shareholders.

II. CONSIDERATION

A. At the closing, all outstanding shares of preferred stock (other
than the 370 shares of preferred stock owned by Barras Investments), shall be
increased in number by 18% for no additional consideration, and then exchanged
for Chicken Kitchen Corporation Class A common stock at a fixed conversion rate
of 30(cent) per dollar of preferred stock (the "Conversion Rate"). The total
aggregate face amount of the Shareholders' preferred stock at the time of this
conversion shall be referred to as the "Face Value at Closing," and the
aggregate number of shares of common stock to be received by the Shareholders
pursuant to the transaction set forth in this paragraph shall be referred to as

<PAGE> 2

the "Exchanged Shares." By way of example, if at the time of the closing, the
number of preferred shares to be exchanged for common, after calculating the 18%
increase, is 4,000, these preferred shares would be exchanged for 13,333,333
shares of Chicken Kitchen Class A common stock. No dividends shall be due on the
Preferred Stock subject to this Agreement. Chicken Kitchen agrees not to argue
or take the position at any point or time that the purchase date for purposes of
Rule 144 promulgated under the Securities Act of 1933 for the Exchanged Shares
is different from the original purchase date of the Preferred Stock which is
being exchanged pursuant to this Agreement.

B. If any Event of Default, as defined below, shall occur within the
earlier of: (i) 12 months after the closing, (plus in the event that during that
period Chicken Kitchen is removed as a trading security on the OTC Bulletin
Board, the number of days in which Chicken Kitchen is not listed as a trading
security on the OTC Bulletin Board); or (ii) while the Shareholders continue to
own more than 10% of the Exchanged Shares, Chicken Kitchen shall give prompt
written notice to the Shareholders of the happening of such Event of Default.
Thereupon, the Shareholders shall deliver to Chicken Kitchen all of the
remaining Exchanged Shares still owned by Shareholders in exchange for a
promissory note (the "Note") (in lieu of their common stock) in an amount
calculated as follows: the Face Value at Closing less the proceeds from the sale
of any Chicken Kitchen common stock realized by any of the Shareholders since
closing, (the "Stock Balance"), times 1.35. This Note shall be placed into
escrow at the time of the closing, and shall only be effective and delivered to
the Shareholders as set forth in this paragraph. The Note shall accrue simple
interest at 10% per annum from the time of the Event of Default and mature and
be due and payable on the later of 60 days after the occurrence of the Event of
Default and return of all shares of common stock held by the Shareholders to
Chicken Kitchen.

C. The following shall constitute an Event of Default:

1. Failure of Chicken Kitchen to remain current with the
financial information required under Rule 144 promulgated under the Securities
Act of 1933;

2. The removal of Chicken Kitchen as a security trading on the
OTC Bulletin Board for a period exceeding 120 consecutive days;

3. A reverse stock split of Chicken Kitchen stock;

4. Any issuance of new Chicken Kitchen common stock or any
security convertible into or exercisable for Chicken Kitchen common stock (the
parties agree that the issuance of options and/or rights to receive common stock
that are not exercisable or convertible until the earlier of 12 months after the
closing, plus the number of days during that period, if any, that Chicken
Kitchen is not listed as a trading security on the OTC Bulletin Board, or the
time at which fewer than 10% of the total number of Exchanged Shares are owned
by the Shareholders shall not violate this provision);

5. Issuance of debt that provides an interest to any third
party that would be senior to the Note, except that Chicken Kitchen Corporation
shall be permitted to incur new debt secured by the assets of Chicken Kitchen
Corporation in a maximum amount of $1,500,000.00 (the "Exempted Debt") and
subject to the following:

a. Chicken Kitchen shall use the proceeds from the
Exempted Debt only in the ordinary course of business for working capital or to
acquire or build new restaurants.

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<PAGE> 3

b. Without the written permission of the
Shareholders, Chicken Kitchen shall not use the proceeds from the Exempted Debt
to make officer or shareholder loans, purchase stock in any other publicly
traded company, or loan or advance money to or on behalf of any relative of any
officer or director of Chicken Kitchen, or any company controlled by any such
officer or relative.

D. At the closing, Chicken Kitchen's president, Christian Mahe de
Berdouare shall deposit two million of his shares of Chicken Kitchen common
stock (the "Deposited Shares") into an escrow account as collateral security, to
be maintained by Joel Bernstein, Esq., or alternatively, by another attorney
licensed to practice in the State of Florida. This stock shall be utilized only
as follows: If: (i) the Note becomes effective as set forth herein; AND (ii) the
Note is not paid by 5 p.m. on the date it becomes due as set forth herein, the
escrow agent shall tender the Deposited Shares to the Shareholders, who shall
sell the shares (in accordance with Rule 144) to reduce the amount owed under
the Note. The Deposited Shares shall be returned to the depositor if: (i) the
Note does not become effective, or (ii) the Note becomes effective as set forth
herein and is paid on or before its due date.

E. At the closing, the parties hereto shall enter into a Voting
Agreement on behalf of themselves and their affiliates, officers, directors,
employees, and immediate family members, the terms of which shall provide that
the Shareholders will vote in accordance with the recommendations of the Board
of Directors of Chicken Kitchen Corporation on all matters except where such
matter would either constitute an Event of Default, or directly alter the terms
of the Note or this Agreement.

F. All Class B common stock shall remain in effect, except that these
shares may not be voted to effectuate what would constitute an Event of Default
hereunder, or directly alter the terms of the Note or this Agreement.

G. Notwithstanding anything to the contrary contained herein, upon the
earlier to occur of 12 months after the date of closing, (plus in the event that
during that period Chicken Kitchen is removed as a trading security on the OTC
Bulletin Board, the number of days in which Chicken Kitchen is not listed as a
trading security on the OTC Bulletin Board), or the time at which fewer than 10%
of the total number of Exchanged Shares are owned by the Shareholders: (i) none
of the actions outlined as Events of Default hereunder shall constitute Events
of Default; and (ii) the Note, if not previously issued, cannot become effective
under any circumstances.

H. Chicken Kitchen shall demand that CRG prepare and deliver a
marketing plan to Chicken Kitchen prior to the closing, which marketing plan
shall cover the 12 month period after the closing.

I. On or after the date of the closing, Chicken Kitchen shall direct
its transfer agent to honor requests to transfer shares of Chicken Kitchen
Corporation sold by any of the Shareholders in accordance with Rule 144.

J. Every 90 days after closing, and again upon the sale of a cumulative
90% of the total Exchanged Shares, the Shareholders shall report to Chicken
Kitchen the previous 90 days' sales of the converted common stock, the proceeds
realized from such sales, and the number of shares held cumulatively and by each
of the Shareholders.

K. Each of the Shareholders shall be entitled to sell, from time to
time, up to the then maximum available number of shares of Chicken Kitchen which
are salable under Rule 144 without regard to such Rule 144 sales made by any of
the other Shareholders.

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<PAGE> 4

L. Within five business days after the execution of this term sheet,
Chicken Kitchen (i) shall deliver to counsel for the Shareholders a
non-refundable fifty thousand dollars ($50,000.00) which counsel may distribute
to the Shareholders at such time and such manner as it deems appropriate; and
(ii) shall deliver to an attorney licensed in the State of Florida to practice
law fifty thousand dollars ($50,000.00) to be held in escrow pending the closing
contemplated herein. If the closing does not occur within 50 days after the
execution of this term sheet, through fault of Chicken Kitchen, the escrow agent
shall deliver the escrowed $50,000.00 to counsel for Shareholders.

M. The Shareholders shall not assist Barras Investments in the
continuation of this litigation against any of the defendants except as required
by law (i.e.: responding to document requests, appearance at properly noticed
deposition, etc.).

N. The Shareholders, Olympus Capital and James Spratt on the one hand,
and Chicken Kitchen Corporation and Christian Mahe de Berdouare on the other,
will exchange general releases on behalf of themselves and their affiliates,
officers, directors, employees and immediate family members through the date of
closing. Olympus Capital's outstanding shares of Chicken Kitchen common stock
shall be treated as restricted stock under Rule 144.

O. At the closing, the Shareholders will provide a stipulation of
dismissal of the above-captioned lawsuit with prejudice as against all
defendants, each party to bear their own costs, and the court shall be asked to
reserve jurisdiction to enforce the terms of the formal settlement agreement to
be executed at closing. Each Shareholder that has previously dismissed
his/her/its claims without prejudice shall renew their dismissals with
prejudice.

P. Immediately after the closing, the Shareholders and Chicken Kitchen
will issue a joint press release.

Q. By signing below, counsel for the Shareholders represents that he
represents and is authorized to sign this term sheet on behalf of all persons or
entities who were or currently are party plaintiffs in this action, with the
exception of Barras Investments. By signing below, counsel for Chicken Kitchen
represents that he represents and is authorized to sign this term sheet on
behalf of all defendants to this action.

R. The Shareholders and their respective affiliates, officers,
directors, employees, and immediate family members will not purchase Chicken
Kitchen common stock other than as set forth in this term sheet.

S. This letter agreement and the final documentation, and each security
issued thereunder, shall be deemed to be contract made under the laws of the
State of Florida and for all purposes shall be subject to the laws of the State
of Florida.

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<PAGE> 5

If this letter comports with your understanding of the deal terms,
please execute below and return to me via overnight delivery. As an aside, Tim
and I would like to thank you, quite sincerely, for your efforts in bringing
about this agreement.

Sincerely,

Michael P. Woodbury

MPW/lmc
cc: Mr. Christian de Berdouare

On behalf of all persons or entities who were or are party
plaintiffs in the above-referenced lawsuit, except for Barras
Investments, my signature below constitutes their
agreement to the terms set forth herein.

- -----------------------------------------------------
Scott J. Link, Esq.

On behalf of the defendants to the above-referenced
lawsuit, my signature below constitutes their
agreement to the terms set forth herein.

- -----------------------------------------------------
Michael P. Woodbury, Esq.

<PAGE> 1
EXHIBIT 10.10

AGREEMENT FOR SALE OF SHARES BY SHAREHOLDERS

Agreement made on NOVEMBER 15, 1996 between CESAR GARCIA DEL BUSTO and
JUAN ALONSO, herein referred to as sellers-shareholders, and AMBASSA HOLDINGS,
INC., a Delaware Corporation duly licensed to do business in the State of
Florida, with its principal offices at 5415 Collins Ave., Suite 305, Miami
Beach, Florida 33140 herein referred to as buyer.

RECITALS

(1) Sellers-shareholders own 55% (fifty five percent) of the
outstanding shares of common stock of the corporation known as Patty & Cesar's
Food Service, Inc., a corporation formed under the laws of the State of Florida
with its principal place of business located at 9067 SW 107th Ave., Miami, Dade
County, Florida 33176, herein after referred to as the corporation. Three
hundred shares of the corporation have been issued as follows: Patricia
Cancino-Perez 135 shares; Juan Alonso 75 shares; Cesar Garcia del Busto 90
shares. (2) the corporation is engaged in the business of a grilled chicken
restaurant.

(3) Buyer desires to acquire the majority of the stock of the
corporation and to manage the business through such persons as it may designate
and, to this end, desires to acquire all of the shares of common stock of the
corporation owned by sellers-shareholders on the terms and conditions herein set
forth.

Now, therefore, in consideration of the above, and of the mutual
covenants herein contained and other good and valuable consideration, it is
agreed as follows:

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<PAGE> 2

SECTION ONE

SALE OF STOCK

Upon the terms and subject to the conditions set forth in this
agreement, sellers-shareholders agree to sell, transfer, assign and deliver to
buyer, and buyer agrees to purchase, all of the outstanding shares of common
stock of the corporation owned by sellers-shareholders, consisting of 90 shares
of common stock of the par value of One Dollar ($1.00) per share owned, by Cesar
Garcia del Busto and 75 shares of common stock of the par value of One Dollar
($1.00) per share owned by Juan Alonso.

Attached hereto is a copy of the Articles of Incorporation and By-Laws
of the corporation and any agreement covering the shares.

SECTION TWO

CONSIDERATION FOR STOCK

Upon the terms and subject to the conditions set forth in this
agreement, buyer agrees to pay to sellers-shareholders, as the purchase price
of such shares of capital stock of seller-corporation, the sum of ONE
HUNDRED SEVENTY THOUSAND Dollars ($170,000.00) and other good and valuable
consideration as set forth in SECTION THREE hereof. An earnest money deposit of
(FIFTEEN THOUSAND dollars ($15,000.00) provided by buyer and held in trust by
Castillo, Stafford & Wald shall, upon closing, be applied to the total purchase
price. The purchase price shall be due and payable upon closing, which shall
take place no later than December 31, 1996. If buyer fails to complete the
purchase within the specified time, sellers-shareholders shall be entitled to

<PAGE> 3

retain the earnest money deposit as liquidated damages for the failure of buyer
to perform under this agreement and this shall be seller-shareholders' sole and
exclusive remedy for buyer's, unjustified failure to close. In the event the
closing does not take place as due to failure of a closing condition or
seller-shareholder's breach of any terms and conditions herein, then, in that
event, such earnest money deposit shall be promptly returned to buyer.

SECTION THREE

ADDITIONAL CONSIDERATION

ASSUMPTION OF LIABILITIES

In addition to the purchase price specified in SECTION TWO and as
additional consideration for the transfer of the stock, buyer shall assume and
indemnify sellers-shareholders from personal liability sellers-shareholders may
be subject to as a result of the following: that certain Promissory Note and
Security Agreement executed by Cesar Garcia del Busto in favor of Patricia
Cancino in the principal amount of TWENTY TWO THOUSAND NINETY THREE AND 75/100
Dollars ($22,093.75); that certain personal guarantee given by Cesar Garcia del
Busto to Starr's Chicken Grill, Inc. up to an amount not to exceed TWENTY FIVE
THOUSAND AND 00/100 ($25,000.00); and all taxes, penalties or fines imposed by
any governmental unit as a result of the operation of the business of the
corporation after the closing herein, and any and all other attempts to collect
from sellers-shareholders any amounts arising out of operation of

3
<PAGE> 4

the business of the corporation after transfer of the sharers pursuant to this
agreement. Buyer's liability for any such obligations arising prior to transfer
of the shares shall be limited to those in Exhibit A attached hereto and
substantially the same amounts listed therein. Buyer shall be required to
provide documentation acceptable to sellers-shareholders' counsel, including
general releases, evidencing the fact that the obligors have accepted the
assumption of liabilities by buyer. Buyer agrees to indemnify
sellers-shareholders for any amounts paid by them, whether directly or for
expenses and attorney's fees incurred to defend themselves from suit, which may
arise from buyer's failure to satisfy obligations set forth in Schedule A.
Sellers represent that to the best of their knowledge the obligations listed in
the schedules of the Chapter 11 Bankruptcy Case of the debtor, Case No.
96-16128-BKC-RAM are all of the liabilities of the corporation.

SECTION FOUR

CONDUCT OF BUSINESS BEFORE CLOSING

Sellers-shareholders covenant and agree that, from the date hereof
until the time of closing hereunder, the corporation will at all times conduct,
its business in the usual and ordinary course and will not, without the
written consent of buyer, (a) purchase, sell, or otherwise dispose of any
property or services of any kind whatsoever, other than purchases, and sales in
the ordinary course of business; (b) mortgage, pledge, create security interests
in or otherwise encumber any of its properties or assets; (c) make or incur any
capital commitment or expenditure or any unusual or long

<PAGE> 5
term commitment; (d) grant any increase in salary or other increased
compensation to any of its employees; (e) declare or pay any dividend or make
any other distribution to shareholders; reveal to third persons any trade
secrets, customer lists or other confidential or proprietary information, or act
otherwise in any manner which may adversely affect its rights, interest, assets,
or business; or (g) issue or sell any additional stock or other securities, or
grant any rights to subscribe for or to purchase, or any options or warrants for
the purchase of, any additional stock or other securities. Sellers-shareholders
shall deliver to buyer at time of closing an estoppel letter from the landlord
stating that all amounts due and owing have been paid, or a court order
approving assumptions of the lease on behalf of the corporation. Buyer shall
have a continuing right of inspection from the date of execution of this
agreement to the date of closing, including on premises tax returns and books
and records. Buyer will be provided with debtor-in possession reports at the
same time they are provided to the Bankruptcy Court. At the closing, all bills,
taxes and debts incurred between the filing of the bankruptcy petition and day
of closing will be paid by the corporation and rent and utilities will be paid
through the closing date. All inventory will be fully paid for and in good
condition and at normal levels.

<PAGE> 6

SECTION FIVE

CLOSING

The closing of the purchase and sale provided for herein shall take
place at 1320 S. Dixie Highway, Suite 450, City of Coral Gables, County of Dade,
State of Florida, at _______ ___.m., on ________, 19____, or at such other time
and place as may be mutually agreed upon by the parties hereto, such time and
date being herein referred to as the closing date. At the closing, the
sellers-shareholders shall deliver to buyer all share certificates free and
clear of all liens and encumbrances. Buyer will provide funding at the closing
to pay that certain lien held by Patricia Cancino in the amount of $22,093.75
secured by the shares of Cesar Garcia del Busto. Sellers-shareholders will
execute all assignments and other instruments which may be necessary, desirable
or appropriate in order to transfer and assign to buyer all of the outstanding
shares of the corporation owned by them, all in form and substance satisfactory
to buyer.

SECTION SIX

DISCLAIMER OF WARRANTIES

Sellers-shareholders make no warranties regarding any property or
equipment owned by the corporation or used in its operation. Buyer acknowledges
that all assets of the corporation are in as-is condition and that no warranties
or representations are made by sellers-shareholders regarding the fitness of any
property for its use or for a particular purpose.

<PAGE> 7

SECTION SEVEN

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to and agrees with the
seller-corporation and the seller-shareholder as follows:

(1) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

(2) The execution, delivery and performance of this agreement by
buyer has been duly authorized by its board of directors, and will not result in
any breach of or violate or constitute a default under the articles of
incorporation or bylaws of the buyer or any indenture, mortgage or other
agreement or instrument to which it is a party.

SECTION EIGHT

PENDING COURT AND ARBITRATION PROCEEDINGS

Sellers-shareholders hereby disclose and buyer hereby acknowledges
that there is pending a Chapter 11 case, In re Cesar & Patty's Food Service,
Inc., Case No. 96-16128-BXC-RAM in which the corporation is the
debtor-in-possession. Buyer agrees it will assume responsibility for the defense
and/or prosecution of the Chapter 11 case and any proceeding therein and assume
responsibility for all legal fees incurred in connection with the Chapter 11
case arising after the closing herein.

<PAGE> 8

SECTION NINE

CHOICE OF LAW

This agreement shall, be construed according to the laws of the
State of Florida.

SECTION TEN

ENTIRE AGREEMENT

This instrument constitutes the entire agreement of the parties. The
parties agree that no party is entitled to rely on any verbal representation,
agreement or understanding regarding the subject matter of this transaction. No
supplement, modification, or amendment of any term, provision or condition of
this agreement shall be binding or enforceable unless executed in writing by the
parties hereto.

SECTION ELEVEN

ATTORNEYS' FEES

In the event of any litigation to construe or enforce the terms of
this agreement, the prevailing party or parties shall be entitled to recover
court costs, including reasonable attorneys' fees incurred in connection
herewith at the trial and appellate levels.

SECTION TWELVE

CONDITIONS OF SELLERS' OBLIGATION

At the closing the sellers-shareholders shall release the corporation
from any claims except as set forth in Schedule A and as provided for in this
agreement. Set forth in Schedule C is a

<PAGE> 9

true and correct sales report of the corporation for each of the 80 days prior
to the date hereof.

In witness whereof, the parties have executed this agreement at
___________________ on the date first above written.

/s/ Cesar Garcia del Busto
- -----------------------------
Cesar Garcia del Busto
Seller-Shareholder

- -----------------------------
Juan Alonso
Seller-Shareholder

AMBASSA HOLDINGS INC., Buyer

By: /s/ Attest: /s/ 11/15/96
-------------------------- ---------------------------------
President Secretary

(corporate seal)

<PAGE> 10

EXHIBIT A

1. Personal guaranty of Cesar Garcia del Busto of that certain Franchise
Agreement between Starr's Chicken Grill, Inc. and Patty & Cesar's Food Service,
Inc. dated November 28, 1994 in an amount not to exceed $25,000.00.

2. Florida Department of Revenue Sales and Use Tax in the amount of $13,574.07.

3. State of Florida Department of Labor & Employment Security, Division of
Unemployment Compensation, unemployment taxes in the amount of $2,325.13.

4. Obligation of Cesar Garcia del Busto to Patricia Cancino-Perez in the
principal amount of $22,093.75 as evidenced by that certain Secured Note, Escrow
Agreement and Security Agreement dated March 11, 1996.

5. Obligations to the Internal Revenue Service for payroll taxes in the amount
of approximately $8,000.00.

<PAGE> 1
EXHIBIT 10.11

CONSULTING AGREEMENT

This agreement confirms that Chicken Kitchen Corp. ("The Company") has
retained Olympus Capital, Inc. (hereinafter "OCI") for the purpose of assisting
the Company in identifying investors willing to invest capital into the
Company. The Company is seeking to raise $4,000,000 U.S. (Four Million U.S.
Dollars) and wants OCI to introduce the Company to potential investors. The
Company desires to raise this capital for the purpose of purchasing additional
restuarants and for working capital. The Company is doing so in the form of a
private placement. It is understood that OCI's sole obligation is to introduce
potential investors to the Company not to assist either the Company or the
potential investors in the negotiation of the terms of any investment or to
solicit investors to participate in any securities offering.

OCI also agrees to assist the Company in accessing the need for retaining
the services of a financial public relations company, and helping the Company
in selecting a financial public relations company if the Company decides it has
such a need.

OCI also agrees for a period of 12 months to assist the Company in any
dealings with a potential investment banker and to assist the Company in
identifying any possible merger or acquisition candidates.

1. FEES AND EXPENSES

As compensation for the services rendered to the Company as set forth
above, it is agreed that the Company shall pay OCI a consulting fee of $630,000
(Six Hundred Thirty Thousand US Dollars). This fee shall be payable in cash
from the escrow account of Hand & Hand with the closing of the Company's
Private Placement. In addition, the Company shall issue to OCI 140,000
restricted shares of its common stock plus an option to purchase 100,000 shares
of common stock at $1.25 a share and 100,000 shares at $1.75 with piggyback
registration rights on all shares and options on any future registration
statements for a period of two (2) years from the date of this contract.

The above consulting fee of $630,000 includes an expense deposit of
$30,000 (Thirty Thousand US Dollars). All expenses, including but not limited
to air fare, hotel, travel, photocopying, Federal Express and mailing cost of
private placement documents will be accounted for within ninety (90) days with
any balance returned to the Company.

2. OBLIGATIONS LIMITED

OCI shall be under no obligation to make an independent investigation or
inquiry as to any information regarding the Company or any representations of
the Company and shall have no liability in regard thereto.

3. OFFERING MATERIALS

(a) The Company agrees with OCI that the Company will as promptly as
practicable deliver to OCI offering materials which shall include in
all filings made with the Securities and Exchange Commission since the
beginning of the Company's last completed fiscal year and all other
information with respect to the business and properties of the Company
and any recent developments. Such offering material (the "Offering
Material") shall comply with all applicable securities laws. The
Company

1
<PAGE> 2
will be solely responsible for the contents of the Private Placement
Material and any other written information provided to any offeree and
the Company represents that the Private Placement Materials will not,
as of the date of the offer or sale of any Securities, contain any
untrue statement of material fact or omit to state a material fact
necessary in order to make the statement made, in light of the
circumstances which they were made, not misleading. The company agrees
to advise OCI promptly of the occurrence of any event or any other
change, which results in the Private Placement Materials containing
any untrue statement of a material factor or omitting to state any
material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading. The Company authorizes OCI to provide the Private
Placement Materials in the form provided to prospective purchasers of
the private placement.

(b) The Company's financial and operational history, its capitalization,
its present condition, financial and otherwise, assets and prospects,
shall be represented to OCI in the written material delivered to OCI
by the Company. The Company shall supply OCI with such financial
statements, contracts, and other corporate records and documents as
OCI shall deem necessary and it shall supply OCI counsel with all
financial statements, contracts, documents, and other corporate papers
as may be reasonably requested. In addition, OCI shall be promptly and
fully informed by the Company of any events which might have a
material effect on the financial condition, results of operations,
assets or prospects of the Company.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Company represents and warrants that this letter has been duly
authorized, executed and delivered by the Company and constitutes a valid and
binding agreement of the Company enforcement may be limited for bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or
affecting the enforcement of creditor's rights generally and by general equity
principles. The Company further represents and warrants that consummation of
the transaction contemplated herein will not conflict with or result in a
breach of any of the terms, provisions or conditions of any written agreement
to which it is a party.

5. INDEMNITY CONTRIBUTION

(a) The Company agrees to indemnity and hold harmless OCI, and each
person, if any, who controls OCI and their respective employees,
officers and directors, their affiliates and any controlling person of
any of them (each an "indemnified party") form and against all claims,
damages, losses, liabilities, costs, and expenses (collectively, for
purposes of this subparagraph (a), "liabilities") as the same are
incurred (including, without limitation, any actual, legal or other
expenses reasonably incurred in connection with investigating,
preparing to defend or defending against any action, claim, suit or
proceeding (including an investigation) commenced or threatened, or in
appearing or preparing for pretrial proceeding such as a deposition))
which arises out of or in connection with this Agreement, the
performance of any services pursuant to this engagement letter or the
transactions contemplated hereby.

(b) In the event of the assertion against any indemnified party of any
such claim or the commencement of any suit, action or proceeding, the
Company shall be entitled to participated in such suit, action or
proceeding, and in the investigation of such claim, and, after written
notice from the Company to the indemnified party to assume

2
<PAGE> 3
the investigation or defense of such claim, suit, action or proceeding
with counsel of its choice at its expense; provided, however, that
such counsel shall be satisfactory to the indemnified party.
Notwithstanding, the election of the Company to assume the defense or
investigation of such claim, suit, action or proceeding, and the
Company shall bear the expense of such separate counsel, if (i)
counsel for the indemnified party in good faith advises the
indemnified party that use of counsel chosen by the Company could give
rise to a conflict of interest and both are parties to the suit, (ii)
the Company shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a
reasonable time after notice of the institution of any such litigation
or proceeding, or (iii) the Company shall authorize the indemnified
party to employ separate counsel at the expense of the Company.

If for any reason the foregoing indemnification is unavailable to the
indemnified party or insufficient to hold the indemnified party
harmless, the Company shall contribute to the amount paid or payable
by the indemnified party as a result of such claim, suit, action,
proceeding, damage, loss, liability, cost or expense for which
indemnification in contemplated by paragraphs (a) and (b) above (i) in
such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the other party or parties
on the other hand in connection with the matters covered by this
Agreement, or (ii) if the allocation provided by clause (iii) is not
permitted by applicable law, in such proportion as is appropriate to
select not only the relative benefits received by the parties from the
transaction, but also the relative fault of the parties in connection
with the statements or omissions which resulted in such claims, suits,
actions, proceedings, damages, losses, liabilities, costs and
expenses, as well as any relevant equitable consideration. The
relative benefits received by the Company on the one hand and OCI on
the other shall be deemed to be in the same proportion as the total
proceeds from the transaction (net of the fee, set forth herein)
received by the Company bears to the fees received by OCI.

6. NOTICES

Any notice or other communication to be given to the Company hereunder may
be given by delivering the same in writing to the address set forth below, and
any notice or other communication to be given to OCI may be given by delivering
the same to Olympus Capital, Inc. 367 Brantley Club Place, Longwood, Florida
32779 Attention: James W. Spratt III, President, or in each case, such other
communication hereunder shall be deemed given three days after deposit in the
mail if mailed by certified mail, return receipt requested, or on the day after
deposit with an overnight courier service for next day delivery, or on the date
personally delivered.

7. CONFIDENTIALITY

It is understood and agreed that OCI and the Company, during the course of
this Agreement, shall exchange information that is privileged and confidential
as a consequence of doing business. OCI and the Company agree that neither
shall make personal use of the information provided to it by the other or make
that information available to a third party or company without the expressed
written consent of the other party. This confidentiality, non-disclosure
agreement extends to both OCI and the Company and their representatives, agents
and employees.

3
<PAGE> 4

8. PROPRIETY INTEREST IN INVESTORS

It is understood and agreed between the parties that OCI has
expended time and money in identifying and cultivating the potential investors
it brings to the Company. Should the Company solicit or receive any subsequent
moneys from investors introduced by OCI, the Company shall immediately notify
OCI and OCI shall be entitled to a finders fee of 15% of said funds received.

9. MISCELLANEOUS

This Agreement sets forth the entire understanding of OCI and the
Company concerning the subject matter hereof and supersedes any prior
communications, understandings and agreements between the parties. This
Agreement cannot be changed, nor can any of its provisions be waived, except by
a writing signed by OCI and the Company. The headings contained in this
agreement are for reference purposes only and shall not effect in any way the
meaning or interpretation of the provisions hereof. The Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.

10. CONTROLLING LAW AND VENUE

This Agreement's validity, interpretation and performance shall be
controlled by and construed under the laws of the State of Florida. The proper
venue and jurisdiction shall be the Circuit Court in Orange County, Florida.

IN WITNESS WHEREOF, the Parties have executed the Agreement this 20th day of
August, 1997.

OLYMPUS CAPITAL, INC. CHICKEN KITCHEN CORPORATION

By: James W. Spratt III By: /s/ Christian DeBerdouare
------------------------------- -----------------------------------
James W. Spratt III, President Christian DeBerdouare, President
367 Brantley Club Place 5415 Collins Ave., Apt. 305
Longwood, FL 32779 Miami, FL 33140

<PAGE> 1
EXHIBIT 10.11A

LEAD GENERATION/CORPORATE RELATIONS AGREEMENT

THIS AGREEMENT is made this 25th day of August, 1997, between CORPORATE
RELATIONS GROUP, INC., a Florida corporation (hereinafter "CRG"), and CHICKEN
KITCHEN CORPORATION, (hereinafter the "Client").

RECITALS

1. The Client wishes to retain CRG to provide corporate relations services to
the Client.
2. CRG is willing to provide such corporate relations services as are more
fully described herein.

NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:

1. Furnishing of Information by Client. The Client shall furnish to CRG
information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional information
and background of the Client's officers and directors ("Information
Package"). The Client shall update the Information Package on a continuous
basis. The Client understands that the sole purpose for providing CRG with
the Information Package is for utilization in a Lead Generation/Corporate
Relations program. CRG is not obligated to assess the financial viability
of the Client. CRG may rely on, and assume the accuracy of the Information
Package.

2. Representations and Warranties of Client. The Client represents that all
information included in the Information Package furnished to CRG shall
disclose all material facts and shall not omit any facts necessary to make
statements made on behalf of the Client not misleading.

3. Covenants of the Client. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright and all other applicable laws and regulations
and will not be submitted in connection with any improper or illegal act or
deed.

4. For a period of twelve (12) months, pursuant to the terms hereof, CRG's
services shall specifically include making oral representations on behalf
of the Client pursuant to the following procedures:

(a) Preparation of Proofs. CRG shall prepare proofs and/or tapes of the
agreed upon materials and information, as set for dissemination, for
the Client's review and approval.

(b) Correction and Changes of Proofs and/or Tapes. CRG shall make all
corrections and changes that the Client may request.

(c) Sign Offs. A duly authorized representative of the Client shall sign
all approvals, corrections and change of proofs by the Client. The
Client hereby designates the individual(s) listed in Exhibit "C"
hereof as authorized representatives for purposes of this paragraph
4(a), (b) and (c); and CRG may rely upon this designation.

-----, -----
Initials

<PAGE> 2
5. Compensation. Refer to Exhibit "B".

6. It is understood and agreed by the Parties that the above compensation
in U.S. currency, or free trading shares of the Company, should be paid
timely upon execution of this Agreement. CRG will retain the option,
but is not compelled to begin its performance under this Agreement
prior to the payment of such compensation in U.S. currency or free
trading shares.

7. Assumption of Liability and Indemnification. The Client assumes and
claims all responsibility and liability for the content of all
information disseminated on behalf of the Client which have been
approved by Client. The Client shall indemnify and hold CRG, its
subsidiaries and parent Company harmless from and against all demands,
claims or liability arising for any reason due to the content of
information disseminated on behalf of the Client. This indemnity shall
include any costs incurred by CRG including, but not limited to, legal
fees and expenses incurred both in administrative proceedings, at trial
and appellate levels, in settlement of claims and payment of any
judgment against CRG.

8. Termination for Fraud or Criminal Acts. The client further agrees that
CRG may terminate this Contract without recourse to the Client if the
Company is found to be in violation of rules promulgated by any United
States regulatory agency or of any state regulatory agency. Illegal
activity per se shall include but not be limited to the release by the
Company of false press release or the payment of any securities or
money to brokers. In the event of such action by the Company, CRG will
be entitled to retain any and all monies prior paid.

9. Assignment and Delegation. Neither party may assign any rights or
delegate any duties hereunder without the other party's express prior
written consent.

10. Entire Agreement. This writing contains the entire agreement of the
parties. No representations were made or relied upon by either party,
other than those expressly set forth. Furthermore, the Client
understands that CRG makes no guarantees, assurances or representations
in regard to the results of its corporate relations program. No agent,
employee or other representative of either party is empowered to alter
any of the above terms, unless done in writing and signed by an
executive officer of the respective parties.

11. Controlling Law and Venue. This Agreement's validity, interpretation
and performance shall be controlled by and construed under the laws of
the State of Florida. The proper venue and jurisdiction shall be the
Circuit Court in Orange County, Florida.

12. Prevailing Party. In the event of the institution of any legal
proceedings or litigation, at the trial level or appellate level, with
regard to this Agreement, the prevailing party shall be entitled to
receive from the non-prevailing party all costs, reasonable attorney's
fees and expenses.

13. Failure to Object not a Waiver. The failure of either party to this
Agreement to object to, or to take affirmative action, with respect to
any conduct of the other which is in violation of the terms of this
Agreement shall not be construed as a waiver of the violation or
breach, or of any future violation, breach or wrongful conduct.

____,_____
Initials
<PAGE> 3
14. Notices. All notices or other documents under this Agreement shall be in
writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or Company as follows:

Company: CORPORATE RELATIONS GROUP, INC.
1947 Lee Road
Winter Park, FL 32789
Attention: Joseph H. Landis, President

CLIENT: CHICKEN KITCHEN CORPORATION
5415 Collins Ave., Apt. 305
Miami, Florida 33140
Attention: Christian DeBerdouare, President

15. Headings. Headings in this Agreement are for convenience only not be used
to interpret its provisions.

16. Time. For all intents and purposes, time is of the essence with this
Agreement.

17. Agreement Not To Hire. The Client understands and appreciates that CRG has
invested a tremendous amount of time, energy and expertise in the training
of its employees to be able to provide the very service that Client
desires. Client further understands that should an employee be enticed to
leave, then CRG will be damaged in an amount the parties are incapable of
calculating at this time. Therefore, the Client agrees not to offer
employment to any employee or subcontractor of CRG, nor to allow any
officer or director of Client to offer such employment with Client or any
other Company with whom officers and directors of Client are employed or
hold a financial stake for a period of three (3) years.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.

CORPORATE RELATIONS GROUP, INC.

BY: /s/ Joseph H. Landis BY: /s/ James W. Spratt III
------------------------- ----------------------------
Joseph H. Landis James W. Spratt III
President Consultant

CHICKEN KITCHEN CORPORATION

BY: /s/ Christian DeBerdouare
-------------------------
Christian DeBerdouare
President

3 _____,_____
Initials

<PAGE> 4

EXHIBIT "A"

The Corporate Relations Services to be provided by CRG for a twelve (12)
month period are as follows:

1. ADVERTISING AND PRINTING SERVICES

A. MONEY-WORLD MAGAZINE - Lead Generation mailing (150,000 print
run per issue.) A four-color magazine will be created of which a
four page advertorial will be dedicated to the Client.

Junior Page advertorial in four (4) separate issues of
Money-World Magazine.

B. GROWTH INDUSTRY REPORT - Four-page, two-color follow-up mail
pieces designed for additional informational purposes, that is
mailed to Money-World respondents. A total of 10,000 will be
printed.

C. THE CORE BROKER PROGRAM - CRG will produce a core of 8-10 retail
brokers, market makers and/or money managers who will take
positions in the stock of "Client". This process will begin
immediately upon CRG receiving the payment as stipulated in
Exhibit "B" and will be completed no later than a month before
mailing occurs. Upon completion, selection and approval of the
Core Broker Group, CRG will arrange a Core Broker meeting, which
will include a show and tell from the top management of the
"Client" in training of these core brokers.

D. Public relations exposure to newsletter writers, trade and
financial publications. The Client shall be totally responsible
for all travel expenses for the purpose of due diligence of the
Company by financial newsletter writers and/or brokers. The
Client will have total pre-approval rights on these trips.

E. Inclusion as a featured "Lead Generator of the Month" in
CONFIDENTIAL FAX ALERT, a newsletter transmitted by fax to over
5,000 Brokers.

F. Preparation of a Broker Bullet Sheet to be sent to every broker
who shows interest in working the leads and the stock.

G. Lead Tracking Summary maintained for all response leads
generated and provided to the "Client" upon request.

H. Press releases - Up to four (4) press releases included which
may be extended at the option of the "Client", at the Client's
expense.

------, ------
Initials
<PAGE> 5

I. Road Shows - Locations to be determined. Client will cover all
expenses of Road Shows. Client will have prior approval of those
expenses.

J. Advertising on Money-World web site for a period of 60 days (the
advertising will parallel the four (4)-page advertorial in
Money-World Magazine).

Introduction to our web site company. Additional assistance is
available to the Client related to web site development and
maintenance.

K. CRG will distribute at its cost the due diligence packages to
all inquiring brokers. The Client shall supply the necessary
materials for this package.

L. CRG targets a minimum of 3% return of qualified investor leads
specifically generated for the Company.

M. Assistance in reviewing documentation to be sent to brokers.

N. Advice on mergers and acquisitions. (At Client's request only)

O. "Client" agrees to send CRG, DTC sheets on a weekly basis.

P. "Client" agrees to provide CRG with a complete shareholders list
on a semi-annual basis.

Q. "Client" agrees to provide CRG with a list of Blue Sky states.

-----, -----
Initials
<PAGE> 6
EXHIBIT "B"
PAYMENT AGREEMENT
made by and between

CHICKEN KITCHEN CORPORATION

and

CORPORATE RELATIONS GROUP, INC.

THIS AGREEMENT is made this 25th day of August, 1997, and will serve as
confirmation of payment terms for services to be provided CHICKEN KITCHEN
("CLIENT") CORP. whereby CORPORATE RELATIONS GROUP, INC. ("CRG") has agreed to
perform said services as defined in the "Lead Generation/Corporate Relations
Agreement."

TERMS

A. CLIENT will pay to CRG, FIVE HUNDRED FIFTY THOUSAND DOLLARS ($550,000
U.S. cy).

B. This Agreement is subject to compliance with the rules of the Exchanges
and Securities Commissions on which Client is listed and registered.

C. IT IS UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT THE ABOVE
COMPENSATION IN U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY,
SHOULD BE PAID TIMELY UPON EXECUTION OF THIS AGREEMENT. CRG WILL RETAIN
THE OPTION, BUT IS NOT COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS
AGREEMENT PRIOR TO THE PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR
FREE TRADING SHARES.

D. In the event of termination of this Agreement by the Client, CRG shall
be fully released and forever discharged by the Client from any further
obligations or liabilities after proving such mitigating damages with
respect to the "Lead Generation/Corporate Relations Agreement", with
the exception of liabilities arising from CRG's own negligence, during
the term of this Agreement. Concurrently, Client shall be fully
released and forever discharged by CRG from any and all obligations of
further payments or liabilities with respect to the "Lead
Generation/Corporate Relations Agreement." This release in no way
affects paragraph 7, page 2 of the "Lead Generation/Corporate Relations
Agreement."

E. Share shall be made free trading through the registration that is
mutually agreed upon by the "Client's" attorney and CRG's attorney.

____,_____
Initials
<PAGE> 7
F. Client shall issue options to CRG as outlined below.

<TABLE>
<CAPTION>
Amount Price Duration
------ ----- --------
<S> <C> <C>
100,000 shares at $1.75 One (1) year from the date of this Agreement
100,000 shares at $2.10 Two (2) years from the date of this Agreement
100,000 shares at $2.45 Three (3) years from the date of this Agreement
100,000 shares at $2.80 Four (4) years from the date of this Agreement
100,000 shares at $3.50 Five (5) years from the date of this Agreement.
</TABLE>

G. The Client further agrees to issue immediately at no cost to CRG,
100,000 Common Shares of 144 Restricted Stock, (1) the shares shall be
returned in full if the Client completes the appropriate registration
allowing CRG to exercise its options within 90 days from the signing of
this contract; (2) Should the Company fail to affect the appropriate
registration within the aforementioned time, the Company and CRG agree
that CRG shall be entitled to keep all 100,000 shares of 144 Restricted
Stock and the shares will become the property of CRG and be considered
additional payment of this agreement. It is further agreed that CRG
will have piggyback registration rights to register the aforementioned
stock on any future registration at the Company's expense.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.

CORPORATE RELATIONS GROUP, INC.

BY: /s/ Joseph H. Landis
-------------------------------- ------------------------------------
Joseph H. Landis Witness
President

BY: /s/ James W. Spratt III
-------------------------------- ------------------------------------
James W. Spratt III Witness
Consultant

CHICKEN KITCHEN CORPORATION

BY: /s/ Christian DeBerdouare /s/ David Krasna
-------------------------------- ------------------------------------
Christian DeBerdouare Witness
President David Krasna, Vice President
Chicken Kitchen Corporation

____,_____
Initials
<PAGE> 8

EXHIBIT "C"

CHICKEN KITCHEN CORPORATION hereby designates the following person or persons
to act on its behalf for purposes of signing off on all copies pursuant to
Paragraph 4 of this Corporate Relations Agreement. CRG may rely upon the
signature of any of the following:

CHICKEN KITCHEN CORPORATION

/s/ Christian DeBerdouare Christian DeBerdouare
- ----------------------------- -----------------------------
Christian DeBerdouare Christian DeBerdouare
Director Director

/s/ Christian DeBerdouare Christian DeBerdouare
- ----------------------------- -----------------------------
Christian DeBerdouare Christian DeBerdouare
President President

/s/ Christian DeBerdouare Christian DeBerdouare
- ----------------------------- -----------------------------
Christian DeBerdouare Christian DeBerdouare
Vice President Vice President

-----, -----
Initials
<PAGE> 9
CREATIVE DEVELOPMENT AGREEMENT

THIS AGREEMENT is made this 25th day of August, 1997, between ARROW
MARKETING INC., a Florida corporation, (hereinafter "Arrow") and CHICKEN
KITCHEN CORPORATION, (hereinafter "the Client").

RECITALS

1. The Client wishes to retain ARROW MARKETING INC. to provide certain
creative services for integration in the Lead Generation/Corporate Relations
campaign for the Client to be run by CRG.

2. Arrow Marketing is willing to provide such creative services as are
more fully described below.

NOW THEREFORE, in consideration of the mutual promises contained
herein, it is agreed as follows:

DUE DILIGENCE PACKAGE

1. That Arrow Marketing will write, design, and supervise production of
500 packages of creative materials for use by CRG to use in a campaign for the
Client company. This package shall include:

(a) 8-12 page color brochure.

(b) Logo folder.

(d) Four (4) inserts:

Chairman's or President's letter
3 Financial charts
Management bio
Reprint of one year past press releases

(3) Investment Sector Report.

8-12 page analyst type report on your company

2. The Client, in turn, shall pay Arrow Marketing, Inc. the sum of
Seventy-Five Thousand and 00/100 Dollars, U.S. ($75,000.00) for the total
package described above.

____,_____
Initials
<PAGE> 10
3. The Client understands and agrees that the project price of
$75,000.00, to be paid to Arrow Marketing prior to inception of the project,
does not include photography, shipping, D.H.L. and any travel and accommodations
to perform needed services. If the Client has professional photography and art
work already done, Arrow will integrate that photography and art work into the
campaign to lower the Client's photography costs. The Client further understands
and agrees that if photography is needed, the Client will be quoted and billed
directly for this.

4. The Client agrees to grant access to Arrow Marketing personnel
corporate and promotional materials and management interviews and to fully
cooperate in the due diligence process.

5. The Client covenants and warrants that any information submitted for
dissemination will be truthful, accurate, in compliance with all copyright laws
and all other applicable laws and regulations and will not be submitted in
connection with any improper or illegal act or deed.

6. The Client further understands that it will be billed at cost for
telephone, Federal Express, postage and all campaign related expenses.

7. The Client will be charged and billed an additional $10,000.00
retainer against which actual wire costs to the news services will be billed.

8. The parties understand and agree that Arrow Marketing shall prepare
proofs and/or tapes of the agreed upon material and information, prior to
dissemination, for the Clients review and approval.

(a) Arrow shall make all corrections and changes that the Client
may request.

(b) All approvals, corrections and change of proofs by the Client
shall be signed by a duly authorized representative of the
Client.

9. The Client assumes and claims all responsibility and liability of
the content of all information disseminated on behalf of the Client which has
been approved by the Client. The Client shall indemnify and hold Arrow harmless
from and against all demands, claims or liability arising for any reason due to
the context of information disseminated on behalf of the Client. This indemnity
shall include any cost incurred by Arrow including, but not limited to, legal
fees and expenses incurred both in administrative proceedings, at trial and
appellate levels, in settlement of claims and payment of any judgment against
Arrow.

10. This writing contains the entire agreement of the parties. No
representations were made or relied upon by either party, other than those
expressly set forth herein.

2
____,_____
Initials
<PAGE> 11
11. This Agreement's validity, interpretation and performance shall be
controlled by and construed under the laws of the State of Florida. The proper
venue and jurisdiction shall be the Circuit Court in Orange County, Florida.

12. In the event of the institution of any legal proceeding or
litigation at the trial level or appellate level, with regard to this agreement,
the prevailing party shall be entitled to receive from the non-prevailing party
all costs, reasonable attorneys fees and expenses.

13. Notices. All notices or other documents under this Agreement shall
be in writing and delivered personally or mailed by certified mail, postage
prepaid, addressed to the representative or company as follows:

COMPANY: ARROW MARKETING, INC.
1801 Lee Road, Suite 306
Winter Park, Florida 32789
Attn: Irmgard Dotzauer, President

CLIENT: CHICKEN KITCHEN CORPORATION
5415 Collins Ave., Apt. 305
Miami, Florida 33140
Attn: Christian DeBerdouare, President

IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

ARROW MARKETING, INC.

BY: /s/ Irmgard Dotzauer
--------------------------------
Irmgard Dotzauer, President

CHICKEN KITCHEN CORPORATION

BY: /s/ Christian DeBerdouare
--------------------------------
Christian DeBerdouare, President

3
____,_____
Initials
<PAGE> 12

MONEYWORLD MAGAZINE
ADVERTISING INSERT AGREEMENT
GULF ATLANTIC PUBLISHING INC.

THIS AGREEMENT is made this 25th day of August, 1997, between GULF ATLANTIC
PUBLISHING INC., a Florida corporation (hereinafter "GAP"), and CHICKEN KITCHEN
CORPORATION., (HEREINAFTER THE "CLIENT").

RECITALS

1. The Client wishes to retain GAP for an insert (AD) in MoneyWorld
Magazine.

2. GAP is willing to provide such services which are more fully described
herein.

NOW THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:

1. Furnishing of Information by Client. The Client shall furnish to GAP
information about the Client such as copies of disclosure and filing
materials, financial statements, business plans, promotional
information and background of the Client's officers and directors
("Information Package"). The Client understands that the sole purpose
for providing GAP with the Information Package is for utilization in
the preparation of the advertorial. GAP is not obligated to assess the
financial viability of the Client. GAP may rely on an assume the
accuracy of the Information Package.

2. Representations and Warranties of Client. The Client represents that
all information furnished to GAP shall disclose all material facts
necessary to make statements on behalf of the Client, which shall not
be misleading in any way.

3. Covenants of the Client. The Client covenants and warrants that any
information submitted for dissemination will be truthful, accurate, in
compliance with all copyright laws and all other applicable laws and
regulations and will not be submitted in connection with any improper
or illegal act or deed.

4. Based on the Information Package, GAP will perform the services more
fully described in Exhibit "A", and follow the procedures outlined
below 4(a), 4(b), and 4(c).

(a) Preparation of Proofs. GAP shall prepare proofs of the agreed
upon material and information, as set for dissemination, for
the Client's review and approval.

(b) Correction and Changes of Proofs. GAP shall make all
corrections and changes that the Client may request.

(c) Sign Offs. All approvals, corrections and change of proofs by
the Client shall be signed by a duly authorized representative
of the Client. The Client hereby designates the individual(s)
listed in Exhibit "C" hereof as authorized representatives for
purposes of paragraphs 4(a), (b) and (c), and GAP may rely
upon this designation.

1
____,_____
Initials
<PAGE> 13
5. Compensation. Refer to Exhibit "B".

6. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THE ABOVE COMPENSATION
IN U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY, SHALL BE PAID
TIMELY UPON EXECUTION OF THIS AGREEMENT. GAP WILL RETAIN THE OPTION,
BUT IS NOT COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS AGREEMENT
UNTIL RECEIPT OF PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR FREE
TRADING SHARES.

7. Assumption of Liability and Indemnification. The Client assumes and
claims all responsibility and liability for the content of all
information disseminated on behalf of the Client which have been
approved by Client. The Client shall indemnify and hold GAP, its
subsidiaries, and parent company harmless from and against all demands,
claims, or liability arising for any reason, due to the context of
information disseminated on behalf of the Client. This indemnity shall
include any costs incurred by GAP including, but not limited to, legal
fees and expenses incurred, both in administrative proceedings, at
trial and appellate levels, in settlement of claims and payment of any
judgment against GAP.

8. Assignment and Delegation. Neither party may assign any rights or
delegate any duties hereunder without the other party's express prior
written consent.

9. Entire Agreement. This writing contains the entire agreement of the
parties. No representations are made or relied upon by either party,
other than those expressly set forth herein. Furthermore, the Client
understands that GAP makes no guarantees, assurances or representations
in regard to the results of the running of Advertising in the
publication entitled "MoneyWorld" magazine. No agent, employee or other
representative of either party is empowered to alter any of the above
terms, unless done in writing and signed by an executive officer of the
respective parties.

10. Controlling Law and Venue. This Agreement's validity, interpretation
and performance shall be controlled by and construed under the laws of
the State of Florida. The proper venue and jurisdiction shall be the
Circuit Court in Orange County, Florida.

11. Prevailing party. In the event of the institution of any legal
proceedings or litigation, at the trial level or appellate level, with
regard to this Agreement, the prevailing party shall be entitled to
receive from the non-prevailing party all costs, reasonable attorney's
fees and expenses.

12. Failure to Object not a Waiver. The failure of either party to this
Agreement to object to, or to take affirmative action, with respect to
any conduct of the other, which is in violation of the terms of this
agreement, shall not be construed as a waiver of the violation or
breach, or of any future violation, breach, or wrongful conduct.

2
____,_____
Initials
<PAGE> 14
13. Notices. All notices or other documents under this Agreement shall be
in writing and delivered personally or mailed by certified mail,
postage prepaid, addressed to the representative or Company as follows:

Company: GULF ATLANTIC PUBLISHING INC.
1801 Lee Road, Suite 301
Winter Park, FL 32789
Attention: Joseph H. Landis, President

CLIENT: CHICKEN KITCHEN CORPORATION
5415 Collins Ave., Suite 305
Miami Beach, Florida 33140
Attention: Christian DeBerdouare, President

14. Headings. Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.

15. Time. For the purposes of this Agreement, time is of the essence.

16. Agreement Not To Hire. The Client understands and appreciates that GAP
has invested a tremendous amount of time, energy and expertise in the
training of its employees to be able to provide the very service that
Client desires. Client further understands that should an employee be
enticed to leave, then GAP will be damaged in an amount the parties are
incapable of calculating at this time. Therefore, the Client agrees not
to offer employment to any employee or subcontractor of GAP, nor to
allow any officer or director of Client to offer such employment with
Client or any other company with whom officers and directors of Client
are employed or hold a financial stake for a period of three (3) years.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.

BY: /s/ Joseph H. Landis
--------------------------------
Joseph H. Landis
President

BY: /s/ Christian DeBerdouare
--------------------------------
Christian DeBerdouare
President

<PAGE> 15
ADVERTISING INSERT ORDER

EXHIBIT "A"

I. ADVERTISING AND PRINTING SERVICES

A. MONEYWORLD MAGAZINE - Lead Generation mailing (1,000,000 - 1
Million print run total).

A minimum Eighteen page, four color magazine will be
created with a (select one):

[ ] $ 75,000 Junior Page
[ ] $100,000 1 Page Spread
[X] $200,000 4 Page Spread

advertorial dedicated to the Client.

Creative concept, color separations, copy work and
printing

1 Million copies Mailed (of which 30,000 copies will
be mailed to brokers).

B. GROWTH INDUSTRY REPORT - Four page, follow-up mail piece
designed for additional informational purposes that is mailed
to respondents. This piece will be given to the Client in
Final Art Form, for the Client to print and mail to
Respondents.

C. Lead. Tracking Summary maintained for all response leads
generated and provided.

D. Supply company with copies of all inquiries in either,
Diskette or Labels.

E. Supply company in separate Diskette or Labels, Broker
Inquiries.
<PAGE> 16
EXHIBIT "B"
PAYMENT AGREEMENT
made by and between
CHICKEN KITCHEN CORPORATION
and
GULF ATLANTIC PUBLISHING INC.

THIS AGREEMENT is made this 23rd day of June, 1997, and will serve as
confirmation of payment terms for services to be provided to CHICKEN KITCHEN
CORPORATION ("CLIENT") whereby GULF ATLANTIC PUBLISHING INC. ("GAP") has
agreed to perform said services as defined in the Advertising Insert Only"

TERMS

A. CLIENT will pay to CORPORATE RELATIONS GROUP, INC. the parent company
of GAP, the sum indicated below for the following services. Said
payment from the Client will be distributed to GAP:

[ ] $ 75,000 Junior Page
[ ] $100,000 1 Page Spread
[X] $200,000 4 Page Spread

B. This Agreement is subject to compliance with the rules of the
Securities and Exchange Commissions on which the Client is listed and
registered.

C. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THE ABOVE COMPENSATION
IN U.S. CURRENCY, OR FREE TRADING SHARES OF THE COMPANY, SHOULD BE PAID
TIMELY UPON EXECUTION OF THIS AGREEMENT. GAP WILL RETAIN THE OPTION,
BUT IS NOT COMPELLED TO BEGIN ITS PERFORMANCE UNDER THIS AGREEMENT,
PRIOR TO THE PAYMENT OF SUCH COMPENSATION IN U.S. CURRENCY OR FREE
TRADING SHARES.

D. In the event of termination of the Agreement by Client, GAP shall be
fully released and forever discharged by Client from any further
obligations or liabilities with respect to the Advertising Insert and
any results therefrom, save and except liabilities arising from GAP's
own negligence during the term of this Agreement. Concurrently, Client
shall be fully released and forever discharged by GAP from any and all
obligations of further payments or liabilities with respect to the
"Advertising Insert." This release in no way affects paragraph 7, page
2 of the "Advertising Insert."

E. Shares shall be made free trading through the registration that is
mutually agreed upon by the Company's attorney and GAP's attorney.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.

BY: /s/ Joseph H. Landis
--------------------------------
Joseph H. Landis
President

BY: /s/ Christian DeBerdouare
--------------------------------
Christian DeBerdouare
President

5
____,_____
Initials

<PAGE> 17
EXHIBIT "C"

CHICKEN KITCHEN CORPORATION hereby designates the following person or persons
to act on its behalf for purposes of signing off on all copies pursuant to
Paragraph 4 of this Advertising Insert. GAP may rely upon the signature of any
of the following:

BY: /s/ Christian DeBerdouare Christian DeBerdouare
-------------------------------- ------------------------------------
Christian DeBerdouare Christian DeBerdouare
Director Director

BY: /s/ Christian DeBerdouare Christian DeBerdouare
-------------------------------- ------------------------------------
Christian DeBerdouare Christian DeBerdouare
President President

BY: /s/ Christian DeBerdouare Christian DeBerdouare
-------------------------------- ------------------------------------
Christian DeBerdouare Christian DeBerdouare
Vice President Vice President

<PAGE> 1
EXHIBIT 10.12

STARR'S CHICKEN GRILL, INC.

FINANCIAL STATEMENTS AS OF

DECEMBER 31, 1996

TOGETHER WITH REPORT OF INDEPENDENT AUDITORS

<PAGE> 2

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 STARR'S CHICKEN GRILL, INC. as
of December 31, 1996, and the related statements of operations and accumulated
deficit, and cash flows for the 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 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 provides 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 STARR'S CHICKEN GRILL, INC. as
of December 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

As discussed in Note A to the financial statements, in November 1997 Chicken
Kitchen Corporation ("CKC") acquired the assets and leasehold interests of the
Company's two restaurants for $1,362,500. As of November 14, 1997, all of the
Company's operations were transferred to CKC, the acquirer.

McKEAN, PAUL, CHRYCY, FLETCHER & CO.

Miami, Florida,
April 8, 1998

1
<PAGE> 3

STARR'S CHICKEN GRILL, INC.
BALANCE SHEET
DECEMBER 31, 1996

ASSETS
CURRENT ASSETS:
Receivables $ 7,183
Inventories 13,790
---------
Total Current Assets 20,973

OTHER ASSETS 9,314

PROPERTY AND EQUIPMENT, net 106,890
---------
Total Assets $ 137,177
=========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 132,352
Loan payable to principal stockholder 409,694
Current portion of note and loan payable 11,630
---------
Total Current Liabilities 553,676
---------
BANK LOAN PAYABLE 24,646
---------

COMMITMENTS AND CONTINGENCIES --
---------

STOCKHOLDERS' DEFICIENCY:
Common stock, 1,000 shares of $1 par value authorized,
510 shares issued and outstanding 510
Additional paid-in capital 189,490
Accumulated deficit (631,145)
---------
Total Stockholders' Deficiency (441,145)
---------
Total Liabilities and Stockholders' Deficiency $ 137,177
=========

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

<PAGE> 4

STARR'S CHICKEN GRILL, INC.
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 1996

FOOD AND BEVERAGE SALES $ 2,214,276
COST OF SALES 1,010,057
-----------
Gross profit 1,204,219
-----------

CONTROLLABLE EXPENSES:
Labor and employee benefits 751,168
Direct operating expenses 54,822
Advertising and promotion 19,143
Utilities 45,085
Consulting fees 70,598
Administrative and general 100,124
-----------
Total controllable expenses 1,040,940
-----------

Profit before occupation costs 163,279
-----------

OCCUPATION COSTS:
Rent 76,755
Taxes and insurance 125,249
-----------
Total occupation costs 202,004
-----------

Loss before other expenses (38,725)
-----------

OTHER EXPENSES:
Depreciation 43,197
Amortization 694
-----------
Total other expenses 43,891
-----------

Net loss (82,616)

ACCUMULATED DEFICIT, beginning of year (548,529)
-----------

ACCUMULATED DEFICIT, end of year $ (631,145)
===========

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

<PAGE> 5

STARR'S KITCHEN GRILL, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996

<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(82,616)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 43,891
Changes in operating assets and liabilities:
Receivables (3,707)
Other assets (905)
Accounts payable and accrued expenses 26,407
--------
Net cash used in operating activities (16,930)
--------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (5,193)
--------
Net cash used in investing activities (5,193)
--------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loan payable to principal stockholder 18,025
Proceeds from bank loan payable 30,000
Note and loan payable principal repayments (25,902)
--------
Net cash provided by financing activities 22,123
--------

INCREASE IN CASH --

CASH, beginning of year --
--------
CASH, end of year $ --
========

SUPPLEMENTAL DISCLOSURE:
Cash paid during the year for interest expense $ 9,401
========
Cash paid during the year for taxes $ --
========

</TABLE>

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

4
<PAGE> 6

STARR'S CHICKEN GRILL, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY
The Company operated two restaurants and was the franchiser of two others
in Dade County, Florida. In November 1997, Chicken Kitchen Corporation
("CKC") acquired the assets and leasehold interests of the Company's two
restaurants for $1,362,500. On November 14, 1997, the operations were
transferred to CKC, the acquirer.

INVENTORIES
Inventories consist of food, beverages and supplies stated at the lower of
cost or market, using the first-in first-out method in determining cost and
net realizable value in determining market.

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

INCOME TAXES
No provision had been made for income taxes since company and stockholders
had elected, under the S-corporation section of the Internal Revenue Code,
to have each owner's share of the earnings of loss included in the owner's
individual tax return.

USE OF ESTIMATE
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.

B. PROPERTY AND EQUIPMENT

ESTIMATED
USEFUL LIVES
(In Years)
------------

Leasehold improvements 7 $ 188,060
Furniture and equipment 5-7 130,533
---------
318,593
Less accumulated depreciation (211,703)
---------
$ 106,890
=========

5
<PAGE> 7

C. LOANS AND NOTE PAYABLE

Loan and note payable include the following:

<S> <C>
Loan payable, due on demand to the principal stockholder, bearing interest
at 5% per year. $409,694

Note payable to the former owner of the Miami Beach Restaurant location,
bearing interest at 8%. 6,695

Bank loan payable over sixty months in equal principal and interest
installments of $634 including interest at 9.79% per year, personally
guaranteed by stockholders 29,581
--------

Total $445,970
========

Presented in the financial statements as follows:
Loan payable to principal stockholder - current $409,694
Current portion of note and loan payable 11,630
Bank loan payable - long term 24,646
--------
$445,970
========
</TABLE>

D. LEASE COMMITMENTS

The Company leases its restaurant locations under non-cancelable operating
leases expiring at various dates through November 2001. The leases, which
contain five-year renewal options, provide for additional rent based on
proportionate real estate taxes, insurance and water usage.

Future minimum lease payments under the leases are approximately as
follows:

1997 $76,000
1998 77,000
1999 64,000
2000 46,000
2001 38,000
--------
$301,000
========