Zagat Signed

restriction, covenant or provision shall apply with such modifications as may be necessary to make it valid and effective and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. 8.11 Governing Law, Forum and Jurisdiction. This Agreement shall be governed by the laws of the State of New York applicable to contracts entered into and to be performed entirely within the State of New York. Company and Consultant agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the County of New York. The parties consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. IN WITNESS WHEREOF, the duly authorized representatives of each of the parties hereto have executed this Agreement as of the day and year first written above.

ZAGAT SURVEY, LLC

CONSULTANT

By:

Name: Nina S. Zagat Title: Co-Chair & Co-Founder

Name: Michael Caccavano Title: CEO + Founder