Franchise Termination Agreement

FRANCHISE TERMINATION AGREEMENT


This FRANCHISE TERMINATION AGREEMENT ("Agreement") is entered into as of this 2nd day of January, 1997 by and between THE WESTERN TRANSMEDIA COMPANY, INC., a Delaware corporation (the "Franchisee"), and TRANSMEDIA NETWORK INC., a Delaware corporation (the "Franchisor").


W I T N E S S E T H:


WHEREAS, the Franchisee and the Franchisor have entered into a Franchise Agreement, dated December 9, 1991, as amended (the "Franchise Agreement"), pursuant to which the Franchisor granted to the Franchisee the exclusive right to acquire rights to receive food and beverage credits from participating restaurants and other establishments located in the States of California, Oregon, Washington and parts of Nevada that accept the Transmedia Card (the "Rights to Receive") and to sell such Rights to Receive to holders of the Transmedia Card;


WHEREAS, the Franchisee and the Franchisor have entered into a Purchase Agreement, dated as of November 15, 1996 (the "Purchase Agreement"), pursuant to which the Franchisee agreed to sell to the Franchisor, and the Franchisor agreed to purchase from the Franchisee, all of the Franchisee's Rights to Receive and certain other related assets of the Franchisee; and


WHEREAS, the Franchisee and the Franchisor agreed that at the closing of the transactions contemplated by the Purchase Agreement, the Franchise Agreement would be completely and forever terminated and all of the rights granted to the Franchisee thereunder would revert to the Franchisor;


NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and in the Purchase Agreement, the parties hereto hereby agree as follows:


1. TERMINATION. The Franchise Agreement is hereby and forever terminated, effective immediately, and all rights granted to the Franchisee thereunder shall hereby revert to the Franchisor. The Franchisee represents that it has not previously transferred to any other person any of the rights granted to it under the Franchise Agreement. The Franchisee agrees that it shall immediately cease to hold itself out in any way as a franchisee of the Franchisor or to do anything which would indicate any relationship between the Franchisee and the Franchisor.


2. RELEASES.


a. BY THE FRANCHISEE. Except as set forth in the Purchase Agreement, the Franchisee, for itself and on behalf of its subsidiaries, affiliates, shareholders, directors, officers, agents, successors and assigns, hereby releases, acquits and forever discharges the Franchisor and its subsidiaries, affiliates, shareholders, directors, officers, agents, successors and assigns from any and all costs, expenses, attorneys' fees, losses, claims, damages, demands, obligations, liability or causes of action of any nature whatsoever arising out of, resulting from or relating to the Franchise Agreement, whether known or unknown, whether based on acts, omissions or both, whet ...