Restaurant Service Agreement

This Restaurant Service Agreement (the "Agreement") between DinnerBroker (the "Company") and the "Restaurant" allows the Company to offer, on behalf of the Restaurant, designated reservation time slots and special offers to Restaurant customers. This Agreement is effective as of today's date and for a period of one year thereafter.

The Company will create and maintain a customized web page for the Restaurant. The Company will provide customers with access to this web page and the Restaurant's reservation inventory via DinnerBroker.com, the Company's toll free call center, and the Company's various online distribution partners. The Company will provide the Restaurant with administrative access to the Company's reservation management system through a secure interface on DinnerBroker.com. In exchange for these services, the Restaurant agrees to pay the Company a subscription fee of $49.00 per month.

The Restaurant may, at its sole discretion, give the Company access to reservation time slots ("Standard Reservations") designated by the Restaurant so that the Company may provide these time slots to customers. In exchange for this service, the Restaurant will pay the Company $1.00 per seat for every Standard Reservation at the Restaurant (net of cancellations and no-shows).

The Restaurant may, at its sole discretion, give the Company access to off-peak discount reservation time slots ("Off-Peak Reward Reservations") designated by the Restaurant so that the Company may provide these time slots to customers at discount percentages pre-determined by the Restaurant. The Restaurant also agrees to deduct these percentage discounts from Off-Peak Reward Reservation meal checks. In exchange for this service, the Restaurant will pay the Company $1.00 per seat for every Off-Peak Reward Reservation at the Restaurant (net of cancellations and no-shows).

The Restaurant may, at its sole discretion, offer gift certificates and Internet special menus (prepaid meals) on DinnerBroker.com. The Restaurant may determine whether these are to be offered to consumers at face-value or at a discount. Restaurants will be reimbursed for Gift Certificates sold upon proof of redemption via fax or mail. In exchange for this service, the Restaurant will pay the Company $5.00 per gift certificate upon redemption.

Invoices for the previous month will be issued on the first business day of the month, and payments are due 15 days from the date of invoice.

The Restaurant will describe the Company as an independent third party service provider, accurately deduct discount percentages from the meal checks of Off-Peak Reward Reservation customers, and use best efforts to ensure that all customers are promptly seated upon arrival at the restaurant as per the Restaurant's standard practices for the treatment of customers.

The Company reserves the right to make changes to this Agreement at any time by posting those changes on its website. Use of this service after changes are posted constitutes the Restaurant's acceptance of such changes.

Upon written notice by either party, this agreement may be terminated at any time without cause. In such event, the Restaurant will pay the Company, within thirty days of the date of such written notice, any payments due to the Company as of the date of such written notice for services provided prior to termination. This Agreement will automatically renew in successive one-year terms unless either party notifies the other party of its intent not to renew within thirty days of the end of the then-current term. Renewals will be subject to the Company's standard terms at the time of renewal. Both the Company and the Restaurant will keep the terms of this Agreement confidential and neither party will disclose these terms to any third party without the other party's prior consent. The Restaurant shall defend, indemnify and defend the Company and its affiliates, employees, directors, officers, agents, successors and assigns from and against any and all third party claims, liabilities, damages, fines, penalties and costs (including reasonable attorney fees and costs) arising from or related to the Restaurant. In no event will the Company be liable to the Restaurant or any other person for any indirect, incidental, consequential or punitive damages for any matter arising out of or relating to this agreement or its subject matter. The Company's total liability for damages shall be limited to the total amount of fees paid by the Restaurant to the Company hereunder in the preceding 6 months. Each party is an independent contractor, and neither party shall be deemed to be the agent, partner, employee or joint venturer with the other party. This Agreement will be governed by the laws of the state of California, without regard to its conflict of laws principles, and the parties agree that jurisdiction and venue of all maters relating to this Agreement will be exclusively in the federal, state and local courts in the City and County of San Francisco. This Agreement constitutes the entire agreement with respect to the subject matter hereof.