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                                                                    Exhibit 4.13

                                      1987

                          STOCK OPTION AND RIGHTS PLAN

                                       OF

                             TRANSMEDIA NETWORK INC.

                                   ----------

     1.        Purpose. The purpose of this Stock Option and Rights Plan is to
advance the interests of Transmedia Network Inc., a Colorado corporation (the
"Company"), by encouraging and enabling the acquisition of a larger personal
proprietary interest in the Company by key employees of the Company and its
Subsidiaries (as hereinafter defined) and by other individuals upon whose
judgment and commitment the Company is largely dependent for the successful
conduct of its operations. It is anticipated that the acquisition of such
proprietary interest in the Company will stimulate the efforts of such
individuals on behalf of the Company and strengthen their desire to remain
associated with the Company and its Subsidiaries as well as enable the Company
to attract valuable employees and independent sales agents.

     2.        Definitions. When used in this Plan, unless the context otherwise
requires:

          (a)       "Board of Directors" shall mean the Board of Directors of
the Company, as constituted from time to time, and in periods between the
regularly scheduled meetings of the Board of Directors shall mean the Executive
Committee of the Board of Directors.

          (b)       "Chief Executive Officer" shell mean the person who at the
time shall be Chief Executive Officer of the Company.

          (c)       "Code" means the Internal Revenue Code of 1986, as amended.

          (d)       "Committee" shall mean the Stock Option Plan Committee
described in Section 3 hereof.

          (e)       "Fair Market Value" of a share of stock at any particular
time shall mean the closing sale price for such share on the principal stock
exchange on which the shares of such stock are listed on the next preceding day
on which such price was reported, or if such shares are not listed on any stock
exchange, the average of the closing dealer "bid" and "ask" prices for such a
share in the domestic over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") on the
next preceding day on which such price was reported, or if a price for such
shares has not been reported by NASDAQ within 30 days prior to the time in
question, the average of the "bid" and "ask" prices for such a share quoted by
the National Quotation Bureau for the next preceding day on which such price was
quoted, or if a price for such shares has not been quoted by the National

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Quotation Bureau within 30 days prior to the time in question, the value
determined in good faith by the Committee, whose determination shall be final
and binding.

          (f)       "Incentive Stock Option" shall mean any stock option issued
pursuant to the Plan which qualifies as an incentive stock option under Section
422A of the Code.

          (g)       "Non-Qualified Option" shall mean any stock option issued
pursuant to the Plan which is not an Incentive Stock Option.

          (h)       "Option" shall mean either an Incentive Stock Option or a
Non-Qualified Option issued pursuant to the Plan.

          (i)       "Plan" shall mean this 1987 Stock Option and Rights Plan of
Transmedia Network Inc. adopted by the Board of Directors at its meeting held on
April 20, 1987, as such Plan from time to time may be amended.

          (j)       "Rights" shall mean any stock appreciation rights issued
pursuant to the Plan.

          (k)       "Share" shall mean a share of the Common Stock, par value
$.001 per share, of the Company.

          (l)       "Subsidiary" shall mean an entity, 50% or more of the stock
of which having ordinary voting power is owned or controlled by the Company.

     3.        Committee. The Plan shall be administered by the Committee. The
Committee shall consist of three members (who may but need not be directors of
the Company) who shall be selected by the Board of Directors. The Board of
Directors shall designate one of the members of the Committee to be the Chairman
thereof. While serving on the Committee, no member thereof shall be eligible to
receive Options or Rights under the Plan or to participate in any other plan of
the Company or a Subsidiary which entitles participants to acquire stock, stock
options, or stock appreciation rights of the Company or any Subsidiary. In
addition, no person may serve on the Committee if within one year prior to
commencing such service, such person was eligible to participate in the Plan or
any of such other plans. However, membership on the Committee shall not
adversely affect any rights or options granted to such person prior to
appointment to the Committee. The Chief Executive Officer shall meet with the
Committee ex officio and act as advisor to the Committee but shall not vote. Any
member of the Committee may resign by giving written notice thereof to the Board
of Directors, and any member of the Committee may be removed at any time, with
or without cause, by the Board of Directors. Meetings of the Committee may be
called at any time by its Chairman or by any two members of the Committee, upon
at least one day's notice given in person or by telephone, letter, telegram or
cablegram, to each member of the Committee; provided, however, that meetings may
be held at any time without prior notice if all the members are present, or if
any time before or after the meeting those members not present waive notice of
the meeting in writing. At all meetings of the Committee, two of the members of
the Committee at the time of such meeting shall be necessary to constitute a
quorum. Any act of a majority of the quorum present at a meeting shall be the
act of the Committee.

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     4.        Participants. Except for members of the Committee as provided
above, all persons who now are, or who during the term of the Plan become, key
employees or independent sales agents of the Company or any of its Subsidiaries
shall be eligible to receive Options (with or without Rights) under the Plan.
The individuals to whom Options and Rights are to be granted under the Plan, and
the number of Shares to be subject to such Options and Rights, shall be
determined by the Committee in its sole discretion, subject, however, to the
terms and conditions of the Plan. Individuals to whom Options and Rights may be
granted include employees who are also directors of the Company or any of its
Subsidiaries. A person shall not be disqualified from receiving Options or
Rights under the Plan solely because he or she already holds a stock option or
stock appreciation right of the Company or a Subsidiary, whether granted
pursuant to the Plan or otherwise.

     5.        Grant of Options. The Committee may, but shall not be required
to, grant Options (with or without Rights) with respect to an aggregate of not
more than 3,000,000 Shares, subject to adjustment pursuant to Section 14 hereof.
Such Shares may be either treasury Shares or authorized but unissued Shares.
Options granted under the Plan to an employee of the Company or any of its
Subsidiaries may either be Incentive Stock Options or Non-Qualified Options, as
the Committee shall designate. Options granted under the Plan to an independent
sales agent of the Company or a Subsidiary may only be Non-Qualified Options.
Any Option issued to an individual, whether an Incentive Stock Option or
Non-Qualified Option, may include related Rights as described in Section 11.

          Except as provided below, the number of Shares with respect to which
Options and Rights may be granted to any eligible individual shall be determined
by the Committee in its sole discretion. Notwithstanding any other provision of
the Plan to the contrary, the aggregate Fair Market Value (determined as of the
time an Option is granted) of the Shares with respect to which any individual
employee may be granted Options which are Incentive Stock Options, and which
becomes exercisable for the first tine in any one calendar year (under this Plan
and all other stock option plans maintained by the Company or any of its
Subsidiaries), shall not exceed $100,000.

          To the extent that an Option shall expire or terminate for any reason,
without having been exercised (or deemed exercised) in full, Options (with or
without related Rights) may again be issued under the Plan with respect to the
Shares for which the expired or terminated Option had not been exercised.

          A Certificate of Option or Option Agreement, in form determined by the
Committee and signed by the Chairman of the Board or the President or a Vice
President of the Company, attested by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company, and having the seal of
the Company affixed hereto, shall be delivered to each person to whom an Option
is granted. Each Certificate of Option or Option Agreement shall bear a legend
indicating its status as either an Incentive Stock Option or Non-Qualified
Option, and indicating whether it is issued with related Rights, and shall
contain the terms designated by the Committee pursuant to the Plan and such
other terms and conditions, not inconsistent with the Plan, as the Committee
deems necessary or appropriate.

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     6.        Price. The purchase price per Share for the Shares to be
purchased pursuant to the exercise of any Option (the "Option Price") shall be
fixed by the Committee at the time of the grant of the Option and shall he at
least equal to 100% of the Fair Market Value of a Share on the date such Option
is granted; provided, however, that if an Option that is intended to qualify as
an Incentive Stock Option is issued to an employee who owns more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company or any of its Subsidiaries ("10% owner"), then the Option Price for such
Option shall be at least equal to 110% of the Fair Market Value of a Share on
the date the Option is granted. Subject to the foregoing provisions, the
Committee shall have full authority and discretion and be fully protected in
fixing an Option Price. In determining whether a person is a 10% owner, such
person shall be considered the owner of stock in accordance with Section 425 of
the Code (or any successor provision of law) and will be deemed to have
exercised all then outstanding stock options granted to such person to acquire
stock of the Company or a Subsidiary, whether or not such stock options were
granted under the Plan.

          Except as otherwise permitted below, payment of the Option Price
pursuant to the exercise of an Option shall be made in full at the time of the
exercise of the Option either in cash, or by certified check payable to the
order of the Company. In addition, if the Committee in its discretion deems it
advisable, it may provide when an Option is granted that the Option Price or any
portion thereof may be paid by the individual exercising such Option (i) by
tendering Shares that have been held by such individual for at least one year,
valued at their then Fair Market Value, and/or (ii) through the issuance to the
Company of a recourse promissory note of such individual, secured by the Shares
acquired pursuant to the exercise of the Option (and such other Collateral as
the Committee may determine), payable in one or more installments (as determined
by the Committee in its discretion) over a period of not longer than five years,
and bearing interest at a rate at least as high as the interest rate required by
the Internal Revenue Service to avoid the application of the unstated interest
rules of Section 483 of the Code, and regulations issued thereunder.

     7.        Duration of Options. Except as provided below, each Option
granted under the Plan shall provide that neither it nor any Related Rights may
be exercised after ten years after the date upon which the Option was granted,
or such lesser period as determined by the Committee in its discretion. However,
any Option granted to a 10% owner that is intended to qualify as an Incentive
Stock Option shall provide neither that it nor any Related Rights may be
exercised after five years after the date upon which the Option was granted, or
such lesser period as determined by the Committee in its discretion.

     8.        Consideration for Options. An individual designated by the
Committee to receive an Option (with or without Rights, under the Plan shall not
be required to make any cash payment in consideration of the grant of such
Option. However, the Committee in its discretion may require such other
consideration as it deems appropriate for the grant of an Option, including,
without limitation, by providing that the exercise of the Option or related
Rights is conditioned upon the holder's continued employment by or other
affiliation with the Company or a Subsidiary.

     9.        Non-Transferability of Options. Options and related Rights shall
not be transferable by he holder thereof, otherwise than by will or the laws of
descent and distribution

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to the extent provided in Section 13 hereof. Options and related Rights may be
exercised or surrendered during the holder's lifetime only by the holder
thereof; provided, however, that in the event that an Option holder becomes
legally in capacitated and a representative or committee is appointed to act on
his or her behalf, such representative or committee may exercise any Options or
Rights that are held by the incapacitated Option holder to the same extent as
the holder could have had he or she not suffered such incapacity.

     10.       Exercise of Options. Except as otherwise provided herein, an
Option and any related Rights, after the grant thereof, shall be exercisable by
the holder at such rate and times as may be fixed by the Committee, but in any
event not sooner than (i) approval of the Plan by stockholders of the Company as
provided in Section 17 hereof and (ii) except as provided below, the first
anniversary of the date upon which the Option was granted. Unless otherwise
determined by the Committee, 20% of the Shares subject to an Option may be
purchased (or rights with respect thereto may be exercised) on or after the
first anniversary of the Option's date of grant, and an additional 20% of the
Shares subject to the Option may be purchased (or Rights with respect thereto
may be exercised) on or after each of the second, third, fourth and fifth
anniversaries, respectively, of the Option's date of grant, but in each case
prior to the Option's expiration date.

          Notwithstanding the foregoing, if an Option holder attains age 65
while employed by or serving as an independent sales agent to the Company or any
of its Subsidiaries, such Option and any Related Rights shall become exercisable
in full at that time provided that the Plan has been approved by the
stockholders of the Company as provided in Section 17 hereof.

          If (i) the Board of Directors approves or authorizes (A) the
dissolution or liquidation of the Company, or (B) the reorganization, merger or
consolidation of the Company with one or more corporations as a result of which
either the Company will become a whollyowned subsidiary of another corporation
or neither the Company nor a Subsidiary is the surviving corporation, or (C) the
sale of all or substantially all of the assets of the Company other than to a
Subsidiary, or (ii) a tender offer for the Common Stock (or any other capital
stock of the Company or a Subsidiary for which all the Common Stock has
heretofore been exchanged or into which it has been changed (the "Recapitalized
stock")) shall commence, or (iii) during any twelve month period, a majority of
the members of the Board of Directors are replaced with newly elected
individuals, or such existing directors cease to constitute a majority of the
Board of Directors, unless such new directors were nominated by the management
of the Company, each of the events described in clauses (i), (ii), and (iii)
being referred to hereinafter as an "Extraordinary Transaction"), or (iv) after
the adoption of the Plan, any individual, corporation, other entity or any group
(within the caning of Section 13(d) (3) of the Securities Exchange Act of 1934,
as amended), which is unaffiliated with the Company or a Subsidiary other than
as a stockholder of the Company, acquires, directly or indirectly, within any
twelve-month period shares of the Common Stock or any class of Recapitalized
Stock with full voting rights (excluding any shares issued in any acquisition or
reorganization approved by the Board of Directors in which the Company is the
surviving corporation or in control of the surviving corporation and any shares
issued by the Company in a public or private offering), such that such
individual, corporation, other entity or group becomes, directly or indirectly,
after the adoption of the Plan, the holder of Common Stock or such Recapitalized
Stock representing 25 percent or more of the then current ordinary voting power
of he Company's stock (a "Substantial Change in

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Ownership"); then, effective upon the Board of Directors' approval of the
Extraordinary Transaction (other than a tender offer), the commencement of the
tender offer, or the occurrence of the Substantial Change in Ownership, as the
case may be, and provided that the Plan has been approved by the stockholders as
provided in Section 17 hereof, the time when the then unexercised portion of
each then outstanding Option and any related Rights granted under the Plan may
be exercised shall automatically be accelerated so that each holder thereof may
exercise the then unexercised portion of his or her Options or any related
Rights in full or in any part prior to the consummation of the Extraordinary
Transaction or promptly after a Substantial Change in Ownership. Alternatively,
if, in the opinion of counsel to the Company, any profit which would be realized
by an officer of the Company, if the Shares acquired under an Option or Rights
were disposed of in connection with such Extraordinary Transaction or at the
time of a Substantial Change of Ownership, would inure to the Company pursuant
to Section 16(b) of the Securities Exchange Act of 1934, as amended, then,
provided that the Plan has been approved by the stockholders as provided in
Section 17 hereof, such officer may, at any time prior to the consummation of
the Extraordinary Transaction (which, in the case of a tender offer, shall be
the date when the tendered shares which are to be accepted has been determined),
or promptly after such Substantial Change in Ownership, surrender to the Company
any then outstanding Option granted under the Plan and held by such office in
exchange for consideration, payable in cash, equal to (i) the excess, if any, of
the Transaction Price (as hereinafter defined) over the Option Price payable
pursuant to the applicable Option upon the exercise of the Option, multiplied by
(ii) the number of Shares subject to the unexercised portion of the surrendered
Option. "Transaction Price" shall mean the aggregate of the amount of cash and
the fair market value of other consideration which would be receivable per
Share: (A) on the date on which Shares acquired under the Option or Rights would
be disposed of by the officer in the applicable Extraordinary Transaction for
each Share; or (B) if such Shares were sold at the highest price on the date on
which an officer or director would dispose of such Shares after the effective
date of a Substantial Change in Ownership. For the purposes of determining if a
Substantial Change in Ownership has occurred, an individual, corporation, other
entity or group shall not be deemed to hold any Common Stock or Recapitalized
Stock issuable upon the conversion of any convertible securities of the Company
or a Subsidiary or upon the exercise of any option or warrant for or other right
to purchase Common Stock or Recapitalized Stock unless such Common Stock or
Recapitalized Stock has actually been issued upon conversion or exercise. Where
any Option, the exercise date of which has been accelerated pursuant to this
paragraph, is thereafter exercised, the Option Price may be paid in any manner
and upon the terms permitted by the applicable Option.

          An Option or Rights shall be exercised by the delivery of a written
notice duly signed by the holder thereof to such effect, accompanied by the
Certificate of Option or Option Agreement and, in the case of exercise of an
Option, by full payment of the Option Price for the Shares to be purchased
pursuant to such exercise. Such deliveries shall be made to the Chairman of the
Board or an officer of the Company appointed by the Chairman of the Board or the
Committee for the purpose of receiving the same.

          Within a reasonable time after exercise of an Option or Rights, the
Company shall cause to be delivered to the person entitled thereto a certificate
for the Shares purchased pursuant to exercise of the Option, or the cash payable
and/or a certificate for the Shares issuable upon exercise of Rights. All such
Shares and certificates shall be issued in the name of the person

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who is entitled at the time to exercise the Option or, if such person is the
original holder and so elects, in the name of such person and his or her spouse
as joint tenants with right of survivorship. If the Option or Rights shall have
been exercised with respect to less than all of the Shares subject thereto, then
the Company shall also cause to be delivered to the person entitled thereto a
new Certificate of Option or Option Agreement in replacement of the certificate
or agreement surrendered at the time of the exercise, indicating the number of
shares with respect to which the Option and any Rights remain available for
exercise, or else the original certificate or agreement shall be endorsed to
give effect to the partial exercise thereof.

     11.       Rights. The Committee, in its discretion, may grant Rights in any
Option granted under the Plan, whether an Incentive Stock Option or a
Non-Qualified Option. If Rights have been included in an Option, then such
Rights shall be exercisable on the same terms, at the same time, to the same
extent, and by the same party as the related Option is exercisable. On the
exercise of a Right that is included in an Option, the holder of such Rights
shall be entitled to receive from the Company cash, or Shares valued at the then
Fair Market Value, or a combination thereof, as the Committee may in its
discretion determine, in total value equal to the excess of the then Fair Market
Value of the Shares with respect to which the Right is being exercised over the
Option Price for such Shares pursuant to the terms of the Option. If an Option
includes Rights, then to the extent that such Option has been exercised, or
terminates or otherwise lapses, the related Rights shall to the same extent
terminate or lapse, and shall not be exercisable. If an Option includes Rights,
then to the extent such Rights have been exercised, the related Option shall be
deemed to have been exercised.

          No Rights can be exercised with respect to any shares at a time when
the Fair Market Value of such Shares is less than the Option Price for such
Shares pursuant to the terms of the Option.

     12.       Tax Withholding. In the event that the holder of an Option elects
to exercise his or her Option or Rights or any part thereof pursuant to Section
10 hereof, and the Company or a Subsidiary shall be required to withhold any
amounts with respect to such exercise by reason of any federal, state or local
tax laws, rules or regulations, then the Company or such Subsidiary shall be
entitled to deduct and withhold such amounts from any payments (including, but
not limited to payments in Shares) to be made to the holder, whether in
connection with such exercise or otherwise. In any event, the holder shall make
available to the Company or such Subsidiary, promptly when requested by the
Company or such Subsidiary, sufficient funds or other property (including, but
not limited to, Shares) to meet the requirements of such withholding; and the
Company or Subsidiary shall be entitled to take and authorize such steps as it
may deem advisable in order to have the amounts required to be withheld made
available to the company or such Subsidiary out of any funds or property
(including, but not limited to, Shares) due or to become due to the holder.

     13.       Termination of Employment or Other Relationship. If an Option
holder's employment by, or services as an independent sales agent to, the
Company and its Subsidiaries shall terminate, for any reason other than
discharge for cause, retirement on or after age 65, total disability, or death,
then such Option holder shall have until the later of the end of the 30th
business day following such cessation of employment or services, as the case may
be, or the stated expiration date of the Option, and no longer, to exercise any
unexercised portion of such

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Option and any related Rights that he could have exercised on the day on which
such employment or services terminated. If an Option holder's termination of
employment or services is due to retirement on or after attaining the age of 65
years, to total disability (to an extent, if any, and in a manner as shall be
determined in each case by the Committee in its sole discretion), or to death,
then the Option holder, or the representative of the estate or the heirs of a
deceased Option holder, as the case may be, shall have until the later of the
end of the third month following termination of employment or services for such
reason, or the stated expiration date of the Option, and no longer, to exercise
any unexercised portion of such Option and any related Rights that could have
been exercised on the date of termination (and, in the case of retirement after
attaining age 65, after giving effect to Section 10 hereof). If the employment
or services of an Option holder with the Company and its Subsidiaries are
terminated for cause (the determination of whether such termination was for
cause to be made by the Committee in its sole discretion, which shall be
conclusive), then all Options and Rights held by such holder shall terminate
immediately, and an Option holder whose employment or services are so terminated
shall have no right on and after such termination to exercise any then
unexercised portion of such Options or Rights, notwithstanding the holder's
right to exercise all or a portion of such Options or Rights prior to
termination.

          Notwithstanding any part of the foregoing to the contrary, Options and
Rights may not be exercised prior to the approval of the Plan by the
stockholders of the Company as provided in Section 17 hereof.

          The Committee in its discretion may provide when it grants an Option
that, notwithstanding any provision of the Plan or a Certificate of Option or
Option Agreement to the contrary, the Option Price payable upon the exercise of
an Option after the termination of the Option holder's employment or services
may only be paid in full upon exercise and in cash or by certified check.

          An Option holder's transfer, without interruption in service, between
the Company and its Subsidiaries during the term of an Option granted under the
Plan shall not be considered a termination of employment or other relationship
for purposes of the Plan. An Option holder's rights shall not be affected by any
change in duties or position after an Option is granted to him or her under the
Plan, so long as the Option holder continues to be employed by or to render
services as an independent sales agent to the Company or a Subsidiary. Whether
an authorized leave of absence or absence for military or governmental service
shall constitute termination of employment or other relationship for purposes of
the Plan shall be determined by the Committee in its sole discretion.

          Nothing contained herein or in any Certificate of Option or Option
Agreement shall be construed to confer or any employee or other individual any
right to continue to be employed by or render services to the Company or a
Subsidiary, or derogate from any right of the Company or a Subsidiary to remove,
retire, request the resignation of or discharge such individual (without or with
pay), at any time, with or without cause.

     14.       Adjustment of Shares. If prior to the complete exercise of any
Option there shall be declared and paid a stock dividend upon the Shares, or if
the Shares shall be split up, converted, exchanged, reclassified, combined or in
any way substituted for, the Option, and

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any related Rights, to the extent that they have not been exercised, shall
entitle the holder upon the future exercise of the Option or Rights to purchase
such number and kind of securities or other property, subject to the terms of
the Option or Rights, which he or she would have been entitled to receive had he
or she actually owned the Shares subject to the unexercised portion of the
Option at the time of the occurrence of such event; and the aggregate Option
Price payable upon the future exercise of the Option shall be the same as if the
original Shares were being purchased thereunder. Any fractional Shares or other
securities which may be issuable upon the exercise of the Option as a result of
such adjustment shall be payable in cash based upon the Fair Market Value of
such Shares or other securities as of the time of such exercise. If any such
event should occur, the number of Shares with respect to which Options remains
to be granted, or with respect to which Options may again be granted, shall be
similarly adjusted.

          The Committee's determination as to adjustments to be made pursuant to
this Section 14 shall be final, binding and conclusive.

     15.       Issuance of Shares and Compliance with Securities Laws. The
Company may postpone the issuance and delivery of Shares upon any exercise of an
Option or Rights until (a) the admission of such Shares to listing on NASDAQ or
any stock exchange or exchanges on which Shares are then listed and (b) the
completion of such registration or other qualification of such Shares or such
filings under any federal or state law, rule or regulation as the Company shall
determine to be necessary or advisable. Any person exercising any Option or
Rights shall make such representations and furnish such information as may, in
the opinion of counsel for the Company, be appropriate to permit the Company to
issue the Shares in compliance with the provisions of applicable federal and
state securities laws, rules, and regulations. The Company shall have the right,
in its sole discretion, to issue "stop transfer" instructions for, and to place
an appropriate legend on the certificates for, any Shares which may be issued
upon exercise of an Option or Rights. Nothing in the Plan or any Certificate of
Option or Option Agreement shall be construed to require the Company to register
the Shares issued or issuable under the Options and Rights under the Securities
Act of 1933, as amended, or under any applicable state securities law.

     16.       Administration and Amendment of the Plan. Except as hereinafter
provided, the Board of Directors or the Committee may at any time withdraw or
from time to time amend the Plan and the terms and conditions of any Options and
Rights not theretofore granted, and the Board of Directors or the Committee may,
with the consent of the affected holder of any Option, at any time or from time
to time amend the terms and conditions of such Options and related Rights as
have been theretofore granted. Notwithstanding the foregoing, neither the Board
of Directors or the Committee may take any of the following actions unless the
holders of a majority of the Company's stock entitled to vote approve such
action within one year before or after it is taken:

               (a)  increase the total number of Shares for which Options and
related Rights may be granted under the Plan in the aggregate or to any one
person;

               (b)  change the minimum Option Price for Shares subject to
Options;

               (c)  change the designation of the class of persons eligible to
receive Options and related Rights under the Plan;

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               (d)  permit any member of the Committee while serving thereon to
receive an Option (with or without Rights) under the Plan;

               (e)  permit an Option or related Rights to be exercised earlier
than one year after it is granted;

               (f)  extend the termination date of the Plan; or

               (g)  take any other action with respect to the Plan which under
the Code would be deemed the adoption of a new plan or which, under Rule 16b-3
promulgated pursuant to the Securities Exchange Act of 1934, would require
approval of the Company's stockholders.

          To the extent not inconsistent with the Plan, the Committee may
authorize and establish such rules and regulations as it may determine to be
advisable to make the Plan, Options and Rights effective or to provide for their
administration, and may take such other action with regard to the Plan, Options
and Rights as it shall deem desirable to effectuate their purpose. The Committee
shall have the authority to interpret the Plan as it may deem advisable and to
make determinations which shall be final, binding and conclusive upon all
persons. No member of the Board of Directors or the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option or Rights granted under it.

     17.       Approvals. This Plan is conditioned upon its approval by the
holders of a majority of the stock of the Company entitled to vote, present in
person or by proxy, at any special or annual meeting, on of before April 20,
1988; provided, however, that the Plan is adopted and approved by the Board of
Directors effective April 20, 1987 to permit the granting of Options (with or
without related Rights) prior to the approval of the Plan by the stockholders of
the Company as aforesaid. Any Options granted under the Plan prior to such
approval shall be granted subject to such approval, and in the event that this
Plan is not approved by the stockholders of the Company as aforesaid, this Plan
shall be void and of no force and effect, and any Options that may have been
granted shall be void and of no force or effect.

     18.       Subject to Applicable Law. The Plan and all Options and Rights
granted pursuant to it are subject to all applicable laws and the rules and
regulations of governmental authorities. Notwithstanding any provisions of the
Plan or any Option to the contrary, no Option holder shall be entitled to
exercise an Option or Rights or any other right under the applicable Option, and
the Company shall not be obligated to issue any Shares to such holder or to take
any other action under the applicable Option, if such exercise, issuance or
other action would constitute a violation of any law, rule, or regulation
applicable to the Option holder or the Company or of any order, judicial
decision, or material agreement to which the Company is a party or by which it
is bound. The Plan will be administered in accordance with and governed by the
laws of the state under the laws of which the Company is incorporated.

     19.       Reincorporation. The Company currently proposes to reincorporate
under the laws of the State of Delaware by merging into a wholly owned
subsidiary, Transmedia Network Inc., which is to be organized as a Delaware
corporation ("Transmedia Delaware").

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Transmedia Delaware would be the surviving corporation in such merger. In the
event such reincorporation merger is approved by the Company's stockholders and
becomes effective, then automatically upon the effective date of such merger and
without any further action by the Company or Transmedia Delaware, the Plan shall
become the Plan of Transmedia Delaware and shall continue in full force and
effect in accordance with its terms at such time, except that all references
herein to the Company shall be deemed to refer to Transmedia Delaware as the
surviving corporation, and all references herein to the Shares shall, be deemed
to refer to shares of the Common Stock, par value $.001 per share, of Transmedia
Delaware.

     20.       Final issuance Date. No Option shall be granted under the Plan
after April 20, 1997.

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