Release Agreement Between Multiple Investors and Chicken Kitchen Corporation and Christian M. de Berdouare

Summary

This agreement is a release between a group of investors and related parties (the Releasors) and Chicken Kitchen Corporation, along with Christian M. de Berdouare and their affiliates (the Releasees). The Releasors agree to release the Releasees from all claims and liabilities up to the date of the agreement, including those related to a specific lawsuit in Miami-Dade County, Florida. However, claims related to the Exchange Agreement and Shares Escrow Agreement are excluded. The agreement is effective as of March 2001 and is notarized for each party.

EX-10.16 5 0005.txt EXHIBIT 10.16 RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, BE IT KNOWN THAT each of Barras Investments; Agricola Coco Bonh, S. A.; Azucar, Ltd.; William Beckman; Kristy Cash; Castle Creek Valley Ranch Partnership DBPP; Edwards Capital Corporation; Matthew Holstein Pension Plan; Philip Holstein; Bruce Knox; Ed Leinster; Frederick A. Lenz; Michael M. Louis, Jr.; David Mallen; John T. Mitchell; Nostradamus, S. A.; Richard M. Peck; Pow Wow, Inc.; Barry Seidman; James Skalko; Joseph Sloves; Charles Devine; Jimmy Dean Dowda; Surelock, Inc.; Dominick Vicari; World Capital Funding, LLC.; Arnold A. Zousmer; Hassan Abudul S. A.; C. A. Oportunidad; Olympus Capital; and James Spratt, on behalf of themselves and any of their respective former, present or future directors, officers, partners and employees, subsidiaries, parents, affiliates, associates, shareholders, agents, attorneys, investment and financial advisors, accountants, representatives, trustees, heirs, successors or predecessors in interest, and assigns (collectively, the "Releasors"), for good and sufficient consideration, the receipt of which is hereby acknowledged, remise, release and forever discharge Chicken Kitchen Corporation, a Florida corporation, and Christian M. de Berdouare, individually, and any of their respective agents, servants, attorneys, former, present or future directors, officers, partners and employees, subsidiaries, parents, affiliates, associates, shareholders, investment advisors and financial advisors, accountants, auditors, representatives, commercial bankers, trustees, heirs, successors or predecessors in interest, and assigns (the "Releasees") from any and all claims, debts, liabilities, demands, judgments, accounts, obligations, promises, acts, agreements, damages, actions and causes of action (hereinafter "Claims"), of whatsoever kind or nature through and including the date of this Release, including, but not limited to Claims based on, relating to, arising out of or in connection with the Claims, facts, transactions, events and occurrences referred to in, or arising out of, or in connection with (or that could have been referred to in, arisen out of, or in connection with) the complaint and Amended Complaint filed in Agricola Coco Bonh, S. A., etc., et al. v. Chicken Kitchen Corp., etc., et al., Case No. 99-4608-CA-2 in the Circuit Court of the Eleventh Judicial Circuit in and for Miami Dade County, Florida, but excluding any Claims relating to the Exchange Agreement and the Shares Escrow Agreement delivered contemporaneously herewith. Dated: as of March ____, 2001 Barras Investments, a Panamanian corporation By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of BARRAS INVESTMENTS, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of _______ at Large Print Name: Commission Number: My Commission Expires: Agricola Coco Bonh, S. A. By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of AGRICOLA COCO BONH, S. A., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of _______ at Large Print Name: Commission Number: My Commission Expires: Seal Azucar, Ltd. By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of AZUCAR, LTD., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of _________ at Large Print Name: Commission Number: My Commission Expires: Seal Jimmy Dean Dowda By: ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, Jimmy Dean Dowda, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ___________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Charles Devine By: ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, Charles Devine, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal William Beckman - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, WILLIAM BECKHAM., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Kristy Cash - ----------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, KRISTY CASH., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ____________ at Large Print Name: Commission Number: My Commission Expires: Seal Castle Creek Valley Ranch Partnership DBPP By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of CASTLE CREEK VALLEY RANCH PARTNERSHIP DBPP., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Edwards Capital Corporation By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of EDWARDS CAPITAL CORPORATION, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Matthew Holstein Pension Plan By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of MATTHEW HOLSTEIN PENSION PLAN, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ____________ at Large Print Name: Commission Number: My Commission Expires: Seal Philip Holstein - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, PHILIP HOLSTEIN, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Bruce Knox - ------------------------------ STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, BRUCE KNOX, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Ed Leinster - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, ED LEINSTER, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Frederick A. Lenz - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, FREDERICK A. LENZ, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ____________ at Large Print Name: Commission Number: My Commission Expires: Seal Michael M. Louis, Jr. - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, MICHAEL M. LOUIS, JR., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal David Mallen - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, DAVID MALLEN, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ____________ at Large Print Name: Commission Number: My Commission Expires: Seal John T. Mitchell - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, JOHN T. MITCHELL, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of __________ at Large Print Name: Commission Number: My Commission Expires: Seal Nostradamus, S. A. By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of NOSTRADAMUS, S. A., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Richard M. Peck - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, RICHARD M. PECK, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of __________ at Large Print Name: Commission Number: My Commission Expires: Seal Pow Wow, Inc. By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of POW WOW, INC., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Barry Seidman - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, BARRY SEIDMAN, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal James Skalko - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, JAMES SKALKO, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Joseph Sloves - ----------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, JOSEPH SLOVES, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ____________ at Large Print Name: Commission Number: My Commission Expires: Seal Surelock, Inc. By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of SURELOCK, INC., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ____________ at Large Print Name: Commission Number: My Commission Expires: Seal Dominick Vicari - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, DOMINICK VICARI, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of __________ at Large Print Name: Commission Number: My Commission Expires: Seal World Capital Funding, LLC. By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of WORLD CAPITAL FUNDING, LLC., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Arnold A. Zousmer - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, ARNOLD A. ZOUSMER, to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Hassan Abudul S. A. By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of HASSAN ABUDUL, S. A., to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal C. A. Oportunidad By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of C. A. OPORTUNIDAD to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal Olympus Capital By: ------------------------------- Its: STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, __________________________, as _____________________ of OLYMPUS CAPITAL to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at ______________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of __________ at Large Print Name: Commission Number: My Commission Expires: Seal James Spratt - ------------------------------- STATE OF } }SS: COUNTY OF } I HEREBY CERTIFY that on this day personally appeared before me, an officer duly authorized to administer oaths and take acknowledgments, JAMES SPRATT to me known to be the person described in or who has produced _________________________ as identification and who executed the foregoing instruments and who acknowledged before me that he/she executed same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at _____________________________ this _____ day of ____________________, 2000. - ------------------------------ Notary Public, State of ___________ at Large Print Name: Commission Number: My Commission Expires: Seal