**EXHIBIT 10.44****SETTLEMENT AGREEMENT**     This Settlement Agreement (together with all appendices, exhibits, schedules and attachmentshereto, the “Agreement” or “Settlement”), dated March 6, 2007, is made by and among Rewards NetworkInc., Rewards Network Establishment Services Inc., Rewards Network Services Inc., and RTR FundingLLC (collectively, “Rewards Network”), on the one hand, and Bistro Executive, Inc., dba Tournesol;Patrice Lambert; Westward Beach Restaurant Holdings, LLC, formerly dba The Gray Whale; ThomasAverna; Minibar, Inc., dba Minibar Lounge; and Rebekah Barrow, all suing individually and as the“Representative Plaintiffs,” subject to judicial approval, on behalf of the Class as defined inPart B, Paragraph 5, on the other hand. Rewards Network and the Representative Plaintiffs are the“Settling Parties” or “Parties.” This Agreement supersedes the Initial Settlement Agreement datedDecember 21, 2006, and is intended to fully, finally, and forever compromise, resolve, discharge,and settle the Released Claims subject to the terms and conditions set forth below.**A. SETTLING PARTIES’ CLAIMS AND RECITALS**     1. On May 25, 2004, a class action was filed in the Los Angeles County Superior Court, No.BC316029, against Rewards Network. The Complaint alleged that Rewards Network violated CaliforniaUsury Laws (Cal. Const. Art. XV §1) and California’s Unfair Business Practices Act (Cal. Bus. &Prof. Code §17200 et seq.). The Complaint sought equitable relief, restitution, and trebledamages.     2. On June 25, 2004, Rewards Network removed the case to the United States District Court forthe Central District of California (the “Court”). The caption of the case reads *Bistro Executive,Inc., dba Tournesol, et al. v. Rewards Network Inc., et al.*, Case No. CV-04-4640-CBM (MCx).
 

 
     3. On October 11, 2005, the Court entered an order certifying two classes: a Restaurant Classand a Guarantor Class. The “Restaurant Class” included all California merchants which, from May25, 2000, to the filing of the Complaint on May 25, 2004, participated in Rewards Network’s CashAdvance Program and which took a cash advance from Rewards Network pursuant to the terms of theOld Form Cash Advance Contracts. The “Guarantor Class” included all persons who, from May 25,2000, to the filing of the Complaint on May 25, 2004, guaranteed payment of interest and principalon cash advances pursuant to the Old Form Cash Advance Contracts.     4. On July 20, 2006, the Court entered an order granting the Representative Plaintiffs partialsummary judgment (the “Summary Judgment Order”), concluding in part that the business transactionsat issue were “loans” based on an application of the doctrine of judicial estoppel. On August 23,2006, the Court granted Rewards Network’s motion to certify an interlocutory appeal pursuant to 28U.S.C. § 1292(b). On October 16, 2006, the United States Court of Appeals for the Ninth Circuitgranted Rewards Network’s petition for interlocutory appeal, and the appeal is currently pending inthe Ninth Circuit.     5. Over the past two and a half years, Class Counsel have conducted an investigation of thefacts, including reviews of Rewards Network’s relevant documents and depositions of RewardsNetwork’s representatives, and analyzed the relevant legal issues. Although the RepresentativePlaintiffs and Class Counsel believe that the claims asserted in the Complaint have merit, theyhave examined the benefits to be obtained under the Settlement compared to the costs, risks, anddelays associated with the continued litigation of these claims, including the uncertainty of theoutcome of the pending appeal in the United States Court of Appeals for the Ninth Circuit. Thefactors considered include the following:
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          (a) In imposing liability in its Summary Judgment Order, the Court relied in part on judicialestoppel and consequently did not consider Rewards Network’s evidence or argument on the element ofwhether the transactions at issue were “loans”;          (b) The basis of the Court’s Summary Judgment Order is subject to uncertainty upon appeal orreconsideration;          (c) There is authority for the proposition that calling a transaction a “loan” does not makeit a loan for usury purposes and that usury depends upon the overall economic substance of thetransaction;          (d) A New York state court found that certain Rewards Network cash advance agreements, whichRewards Network contends are substantially similar to those at issue in this Action, are not loans.*Transmedia Restaurant Co. v. 33 E. 61st Street Restaurant Corp.*, 710 N.Y.S.2d 756, 760 (N.Y. App.Div. 2000);          (e) Rewards Network has raised both defenses and setoff claims with respect to the promotionaland marketing services that it alleges to have provided to the Class Members;          (f) Any award of treble damages is uncertain and would have been subject to the Court’sdiscretion after an examination of all of Rewards Network’s defenses and the facts andcircumstances of the transactions;          (g) In November 2003 and again in October 2004, Rewards Network made changes to its standardform cash advance agreement that together (i) clarified and expressly recognized that RewardsNetwork’s promotional and marketing efforts are part of the consideration received by participatingmerchants in the transactions, and (ii) eliminated certain provisions of the prior agreements citedby the Court in its Summary Judgment Order; and
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          (h) The October 2004 form and all forms of cash advance agreements used by Rewards Networkthereafter contain a choice-of-law provision selecting Illinois law, which does not permit civilusury claims for commercial transactions.     6. The Representative Plaintiffs were exposed to the risks and burdens attendant to pursuingthis Action as a class action, as well as exposure to counterclaims asserted by Rewards Network,which sought collection of amounts alleged to be due and owing, as well as attorneys’ fees.     7. The Representative Plaintiffs and Class Counsel believe that, in consideration of all thecircumstances and as a consequence of vigorous and extensive arms-length settlement negotiations,the Settlement embodied in this Agreement is fair, reasonable, adequate, and in the best interestsof the Class.     8. Rewards Network has vigorously denied, and continues to deny, all liability with respect toany and all of the facts or claims alleged in the Complaint or other actions, denies that itengaged in any wrongdoing, denies that it acted improperly in any way, and denies any liability tothe Representative Plaintiffs, to the Class, or to any third party. Rewards Network neverthelessdesires to settle the Action on the terms and conditions set forth in this Agreement solely for thepurpose of avoiding the burden, expense, risk, and uncertainty of continuing the proceedings in theAction, and for the purpose of putting to rest all controversies among the Parties.     9. In no event is this Agreement to be construed as, or is to be deemed evidence of, anadmission or concession on the part of Rewards Network or Released Parties (as defined herein) withrespect to any claim by the Representative Plaintiffs including, without limitation, whether cashadvanced pursuant to Rewards Network’s Cash Advance Program constituted a
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“loan,” or with respect to any assertion of fault, liability, wrongdoing, damage, or thepropriety of class certification of the Class if the Action were to be litigated rather thansettled.     10. In no event is this Agreement to be construed as, or is to be deemed evidence of, anadmission or concession on the part of the Representative Plaintiffs or any Class Member as to theviability, efficacy, or sufficiency of any defense, setoff claim, or counterclaim that RewardsNetwork has asserted or could assert if the Action were to be litigated rather than settled.     11. The Settling Parties intend that the proposed settlement embodied in this Agreementresolves all claims and disputes between the Representative Plaintiffs, the Class Members, RewardsNetwork, and all Released Parties with respect to the Released Claims.**B. DEFINITIONS**     In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreementand all its Appendices or Exhibits, the following terms shall have the meanings as set forth below.     1. “Action” means the lawsuit filed by the Representative Plaintiffs in the Los Angeles CountySuperior Court, which was removed to the United States District Court for the Central District ofCalifornia (the “Court”), and is now captioned *Bistro Executive, Inc.*, dba *Tournesol, et al. v.Rewards Network Inc., et al.*, Case No. CV-04-4640-CBM (MCx).     2. “Administration” or “Administration Costs” means the act of, and the costs associated with,administering the settlement, including, but not limited to, processing claims, processing returnedand/or undeliverable mail, responding to class member inquiries, distributing payments and airlinemileage awards to Class Members, preparing and disseminating reports about administrative issues,maintaining a web site devoted to the Action, and post-distribution settlement administration andrelated activities.
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     3. “Administrator” means Rust Consulting, Inc., the independent third party administrator tobe hired by Rewards Network to handle in good faith all or parts of the Notice and Administration.     4. “Cash Advance Program” means the program whereby Rewards Network advanced cash toparticipating merchants in exchange for credits to be redeemed by Rewards Network members when theydined at the participating merchants’ restaurants (as such program was operated from May 25, 2000through December 31, 2004 under the Old Form Cash Advance Contracts).     5. The “Class” or “Settlement Class” means the following:          (a) All California merchants which, from May 25, 2000 through December 31, 2004, participatedin Rewards Network’s Cash Advance Program and received a cash advance from Rewards Network pursuantto the terms of any Old Form Cash Advance Contract.          (b) All persons who, from May 25, 2000 through December 31, 2004, guaranteed a Merchant ClassMember’s obligations under any Old Form Cash Advance Contract.     6. “Class Members,” “Members of the Class,” or “Settlement Class Members,” as the context mayrequire, means all persons or entities that are included in the Class definition in Part B,Paragraph 5 above, but does not include:          (a) Persons or entities with claims based exclusively upon cash advances made by RewardsNetwork prior to May 25, 2000.          (b) Any persons or entity that previously opted out of the class in this Action.          (c) Persons or entities that validly and timely elect exclusion from the Settlement Classpursuant to Fed. R. Civ. P. 23 and under the conditions and procedures as
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           determined by the Court and described in any Notice of the settlement of the Action as setforth in Part F, Paragraph 2.     7. “Class Counsel” means the following:   Kenneth R. Chiate, Esq.