Lease by and between Insignia and Rewards



 EXHIBIT 10.14 
  
 INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC. 
  
 LEASE AGREEMENT 
  
 INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC., a Washington corporation (“Landlord”), operates a suite of executive offices located at 999 Third Avenue, Suite
3800, Seattle, Washington, 98104. TRANSMEDIA RESTAURANT COMPANY INC. (“Tenant”) desires to lease a suite at Landlord’s executive offices. Landlord and Tenant enter this Lease Agreement (“Lease”), containing the following
terms and conditions, and agree that the Lease constitutes a legally binding contract. 
  
 TERMS AND CONDITIONS 
  
 1. THE PREMISES 
  
 Landlord rents to Tenant the space identified in Schedule “A” to the Lease (“premises”). 
  
 2. LEASE TERM 
  
 The lease term starts on September 1, 1999, and continues for six (6) months until February 29, 2000. The Lease will automatically renew at
the end of this initial term unless either Tenant or Landlord delivers a written notice of termination to the other party by December 30, 1999. Any renewed lease shall contain the same terms and conditions as the present lease, except that the base
rent shall be the market rate charged by the Landlord at the time of lease renewal. 
  
 3. BASE RENT 
  
 The monthly base rental rate (“base rent”) shall be One Thousand One Hundred Twenty Five dollars ($1,125.00). Base rent includes the amenities and services specified as “included” in Schedule
“C” to the Lease. If requested by Tenant, Landlord will provide any of the additional monthly services identified in Schedule “C” at the current rates. 
  
 4. BUILDING OPERATING COSTS 
  
 Tenant agrees to pay their proportionate share of any increase in the building operating
costs over the base year 1999 as determined by the building owners. The amount of any increase will be payable on a monthly basis separate from the base rent. 







 5. PAYMENT AND LATE
CHARGES 
  
 Base rent, fixed charges,
services and variable costs are due and payable on or before the first day of each month (“monthly payments”). Tenant agrees to pay a late charge equal to ten percent (10%) of the monthly payment if Landlord does not receive the monthly
payment on or before the fifth (5th) day of the month in which it is due. Interest on overdue accounts will be
charged at the rate of 18% per annum. Tenant agrees to be liable as the maker on all checks tendered on their behalf to Landlord. If any check tendered on Tenant’s behalf is returned for insufficient funds, uncollected funds or stopped payment,
Tenant agrees to pay a fifty dollar ($50.00) service charge to Landlord, plus any accrued interest or late charges. 
  
 6. SECURITY DEPOSIT 
  
 Landlord has currently invoiced the Tenant for a security deposit in the amount of One Thousand Seven Hundred Ten and No/100 Dollars
($1,710.00). Upon execution of the Lease, Tenant shall deposit with Landlord the amount of Five Hundred Forty and No/100 Dollars ($540.00) for a total security deposit of Two Thousand Two Hundred Fifty and No/100 Dollars ($2,250.00) (“security
deposit”). 
  
 This security deposit is not an advance payment of rent or a
measure of Landlord’s damages if Tenant defaults on the Lease. During the lease term, the Landlord can use the security deposit to make good any arrears in rent or repair any damage Tenant causes to the premises, excluding normal wear and tear.
If Landlord uses any of the security deposit for these purposes, Tenant shall, within ten (10) days after receiving Landlord’s written notice, restore the security deposit to its original amount. If Tenant’s account is in good standing and
there are no offsetting charges, Landlord will refund the security deposit to the Tenant within thirty (30) days of the Lease’s termination and vacant possession of the leased premises (including the return of all keys, access and parking
cards). 
  
 7. BUSINESS HOURS
AND ACCESS 
  
 Landlord’s hours of service are 8:00 a.m. to 5:00 p.m., Monday through Friday, except for legal holidays. Tenant shall have access to the premises twenty-four (24) hours a day, seven days a week, providing Tenant is not in default of
the Lease. 
  
 8. USE OF
PREMISES 
  
 Tenant shall use the premises
solely for general office purposes in a manner consistent with a first class office building and in accordance with applicable zoning regulations. Tenant is bound by the same rules and regulations governing the conduct of the building’s

  

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 tenants as is Landlord. Tenant may obtain a copy of the building’s rules and regulations by submitting a written
request to the Landlord. Tenant shall not offer a service to Landlord’s other tenants which is part of the amenities and services Landlord currently provides. Tenant will not, without Landlord’s prior written approval, install or operate
on the premises any equipment which requires a separate electrical circuit, makes excessive noise, produces excessive heat or is a potential fire hazard if not properly monitored. 
  
 9. MAINTENANCE OF PREMISES 
  
 Landlord will handle all contact with the building management regarding any maintenance
and/or service-related item. Tenant shall, at its sole cost and expense, keep the premises in good repair and condition (reasonable wear and tear excepted). Tenant shall not hang pictures or make any other alterations, installations or improvements
without the Landlord’s consent, such consent not to be unreasonably withheld. If Landlord has to perform any special cleaning or repair any damage resulting from Tenant’s occupancy of the premises (excluding reasonable wear and tear), the
costs of such cleaning or repair will be deducted from the security deposit. 
  
 10. DAMAGE OR LOSS OF PROPERTY 
  
 Landlord is not responsible or liable for any damage to or loss of Tenant’s property or that of the Tenant’s guests unless the
loss is due to the Landlord’s gross negligence or willful misconduct. Each party shall be responsible for carrying such insurance as it deems necessary to protect its own interests. 
  
 11. HOLD HARMLESS 
  
 Landlord shall not be liable for damage or injury to Tenant, its employees or guests unless
caused by Landlord’s gross negligence or willful misconduct. Tenant shall hold Landlord harmless from any loss, damage, liability, claim, attorneys’ fee or expense resulting from the negligence or misconduct of Tenant, its employees or
guests. 
  
 12. TELEPHONE AND
LONG DISTANCE CHARGES 
  
 Tenant is responsible for all telephone and long-distance charges to its account. Landlord is not liable for any charges to Tenant’s account, including those caused by unauthorized access to telephone equipment
or lines. 
  

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 13. NUISANCE 
  
 Notwithstanding any other clause contained in the Lease, Landlord can terminate this Lease
if it determines, in its sole discretion, that the conduct of the Tenant, its employees or guests unreasonably disrupts or disturbs Landlord’s other tenants, employees or staff. Tenant shall be responsible for assuring that its employees and
guests conduct themselves in an appropriate manner. 
  
 14.
PROPERTY ON PREMISES 
  
 Any property Tenant leaves on the premises after the Lease is terminated or the Lease term ends shall be deemed abandoned and become the Landlord’s property. To secure amounts due under the Lease, Landlord shall
have a contractual lien upon all property brought onto the premises. The Uniform Commercial Code of Washington shall govern the scope and application of this lien. 
  
 15. LANDLORD ACCESS TO PREMISES

  
 Landlord and its agents may enter the premises at all reasonable times to
inspect, clean, repair, alter or improve the same. Landlord shall have unlimited access to show the premises upon Tenant’s written notification that it does not intend to renew the Lease. When possible, Landlord will provide Tenant with
reasonable notice before entering the premises. 
  
 16.
NO ASSIGNMENT OR SUBLEASE 
  
 Tenant shall not assign or sublease the premises or any part thereof. 
  
 17. EMPLOYEE REPLACEMENT COSTS 
  
 Landlord spends a substantial amount of time, money and effort to train its employees.
Tenant, and all entities directly or indirectly associated with Tenant, agrees that during the term of the Lease and for one (1) year thereafter, it will not, without Landlord’s written permission, hire or attempt to hire, as either an employee
or independent contractor, Landlord’s employees, temporary employees or independent contractors. Tenant further agrees not to hire any of Landlord’s former employees within six (6) months from the date they leave Landlord’s
employment. Tenant agrees to pay Landlord a procurement fee of Ten Thousand and No/100 Dollars ($10,000.00) for each person Tenant hires in violation of this Paragraph. 
  

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 18. DEFAULT BY TENANT

  
 Landlord may, at its election, declare Tenant in default of the Lease if
any of the following events occur: 
  
 (1) Tenant fails to make
any monthly payment when due and such failure continues for five (5) days after Tenant receives the Landlord’s written notice that the monthly payment is late. 
  
 (2) Tenant abandons a substantial portion of the premises. 
  
 (3) Within ten (10) days of receiving written notice from the Landlord, Tenant fails to cure its breach of any provision of
the Lease (other than the requirement to timely pay rent). 
  
 (4) Tenant files a petition for bankruptcy or is adjudged insolvent. 
  
 (5) A lien is filed against the premises or the building because of an act done by or on Tenant’s behalf. 
  
 (6) Within ten (10) days of receiving Landlord’s written request, Tenant is unable to prove its continuing ability to perform under the Lease.

  
 19. REMEDIES FOR
TENANT’S DEFAULT 
  
 If Tenant is in default of the Lease, Landlord may, without prejudice to any of the Landlord’s legal remedies, pursue one or more of the following contractual remedies: 
  
 (1) Landlord may terminate the Lease and require Tenant to immediately
surrender possession of the premises. Tenant agrees to pay on demand the amount of Landlord’s loss or damage if Tenant fails to immediately vacate the premises after termination of the Lease. Landlord may terminate the Lease only by mailing or
delivering written notice of such termination to the Tenant. No other act or omission of the Landlord shall be construed as a termination of the Lease. 
  
 (2) Landlord may disconnect Tenant’s telephone lines, mark mail and express deliveries “return to sender” and limit Tenant’s access to
the premises. 
  
 (3) Landlord may enter upon, take possession of
and relet the premises on such terms as Landlord, in its sole discretion, determines to be appropriate. 
  
 (4) Landlord may accelerate and declare immediately due all sums that Tenant is required to pay under the Lease. 
  

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 20. INSPECTION 
  
 Tenant and Landlord have inspected the premises and agree they are in acceptable condition.

  
 21. NOTICES

  
 All notices by Landlord or Tenant to the other must be in writing and
either delivered or mailed to the Landlord or Tenant at the respective addresses set forth below: 
  

			
	 Insignia Corp. Est. (U.S.) Inc.
	  	 Trans Media Restaurant Supply

	 999 Third Avenue, Suite 3800
	  	 1200 17th Street, Suite 1000

	 Seattle, WA 98104
	  	 Denver, CO 80202


  
 22.
OFFICE SUPPORT SERVICES 
  
 Landlord shall only be liable for errors and omissions in the providing of support services that result from gross negligence or willful misconduct of Landlord or its employees. Tenant is responsible for the final
proofreading of all documents, verification of addresses and the like. Landlord is not responsible for the conduct of Tenant’s business. 
  
 23. GOVERNING LAW 
  
 This Lease shall be interpreted according to the laws of the State of Washington. Venue for any legal action necessary to enforce this Lease
shall be in King County, Washington. If legal action is necessary to enforce this Lease, the prevailing party shall be allowed to recover its reasonable costs, expenses and attorneys’ fees, including those incurred prior to the start of
litigation. 
  
 24. ENTIRE
AGREEMENT 
  
 Landlord and Tenant
expressly agree, as a material consideration for the execution of the Lease, that the written Lease and attached schedules represent the entire agreement between the parties. Landlord and Tenant further agree that there are and were no verbal
representations, warranties, understandings, stipulations, agreements or promises relating to the Lease that have not been incorporated in writing into the Lease. 
  
 Any amendments to this Lease will be made in writing and signed by both the Landlord and Tenant. 
  

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 UPON EXECUTION OF THIS LEASE, Tenant shall pay the total amount of Two Thousand Three Hundred Fifty One and 98/100
Dollars ($2,351.98) as detailed on Schedule “B.” By signing this Lease, Tenant acknowledges its understanding and acceptance of the Lease’s terms, conditions, policies and charges. 
  
 IN WITNESS WHEREOF the parties hereto, through their authorized agents, have signed their
names this 30 day of August, 1999. 
  

			
	TRANSMEDIA RESTAURANT COMPANY
		
	 Signature:
	 	 /s/ Tom Briggette


	 By:
	 	 Tom Briggette

	 Title:
	 	 Vice President Northwest

	
	INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC.
		
	 Signature:
	 	 /s/ Mona Wood


	 By:
	 	 MONA WOOD

	 Title:
	 	 MANAGER



  

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 LEASE AMENDMENT 
  
 (hereinafter referred to as the “AMENDMENT”) 
  
 IDINE (hereinafter referred to as the “Tenant”) and INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC. (hereinafter
referred to as the “Landlord”), hereby agree that the Lease dated August 30, 1999, shall be amended according to the terms and conditions hereafter set forth. All other terms and conditions as contained in the Lease shall remain in effect
until amended, in writing, and agreed to by both the Landlord and the Tenant. 
  

					
	 (1)
	 	 Leased Premises:
	    	 As outlined on Schedule “A” attached hereto (hereafter referred to as the “Leased Premises”).

			
	 	 	 Basic Monthly Rent:
	    	 One Thousand Five Hundred and No/100 Dollars ($1,500.00).

			
	 	 	 Commencement Date:
	    	 September 1, 2002.


  
 (2) Security Deposit: 
  
 Landlord is currently holding a
security deposit from Tenant in the amount of $2,250.00. Upon execution of this amendment, Tenant shall deposit with Landlord an additional $750.00 for a total of $3,000.00 (“security deposit”). 
  
 (3) Furniture: 
  
 Included in the basic monthly rent will be one set of furniture to include one desk, one
credenza and three chairs. In addition, included will be one desk with return and chair, one book case, one metal cabinet. 
  
 (4) Moving Costs: 
  
 Tenant will be responsible for all costs associated with moving, including internet, signage and furniture. 
  
 IN WITNESS WHEREOF the parties hereto as authorized signing officers of the company have signed their names this
     day of August, 2002. 
  

					
	 IDINE
  
	 	 	 	 INSIGNIA CORPORATE ESTABLISHMENTS (U.S.) INC.
  

	
	 	 	 	

	(Tenant)	 	 	 	 James Murphy
 Manager