**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, Suite3800, 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 followingterms 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 atthe 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 baserent 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 operatingcosts 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. PAYMENTAND LATECHARGES**

 

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 monthlypayment on or before the fifth (5th) day of the month in which it is due. Interest on overdue accounts will becharged 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) (“securitydeposit”). 

 

This security deposit is not an advance payment of rent or ameasure 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 andthere 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 parkingcards). 

 

**7. BUSINESS HOURSAND 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 ofthe Lease. 

 

**8. USEOFPREMISES**

 

Tenant shall use the premisessolely 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 writtenrequest 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 operateon 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. MAINTENANCEOF PREMISES**

 

Landlord will handle all contact with the building management regarding any maintenanceand/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 improvementswithout 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), thecosts of such cleaning or repair will be deducted from the security deposit. 

 

**10. DAMAGEOR LOSSOF 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 theloss 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 unlesscaused 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 orguests. 

 

**12. TELEPHONEANDLONG 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 equipmentor lines. 

 

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**13. NUISANCE**

 

Notwithstanding any other clause contained in the Lease, Landlord can terminate this Leaseif 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 andguests conduct themselves in an appropriate manner. 

 

**14.PROPERTYON 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 shallhave 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 ACCESSTO PREMISES**

 

Landlord and its agents may enter the premises at all reasonable times toinspect, 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 withreasonable notice before entering the premises. 

 

**16.NO ASSIGNMENTOR 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 employeeor 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’semployment. 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 ifany of the following events occur: 

 

(1) Tenant fails to makeany 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 ofthe 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. REMEDIESFORTENANT’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 immediatelysurrender 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 ordelivering 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 tothe premises. 

 

(3) Landlord may enter upon, take possession ofand 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 andeither 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 finalproofreading 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 Leaseshall 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 oflitigation. 

 

**24. ENTIREAGREEMENT**

 

**Landlord and Tenantexpressly 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 verbalrepresentations, 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 98/100Dollars (**$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 theirnames 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.** (hereinafterreferred 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 effectuntil 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 asecurity 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, onecredenza 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