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.

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         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,  whether based on
tort, contract,  statutory obligations or any other theory of recovery,  whether
legal or  equitable,  whether  for  compensatory,  punitive or any other form of
damages or for any other form of relief (the "Franchisee Released Claims").

            b. BY THE FRANCHISOR. Except as set forth in the Purchase Agreement,
the  Franchisor,  for  itself  and on  behalf of its  subsidiaries,  affiliates,
shareholders,  directors,  officers,  agents,  successors  and  assigns,  hereby
releases,  acquits and forever  discharges the Franchisee 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,  whether based on
tort, contract,  statutory obligations or any other theory of recovery,  whether
legal or  equitable,  whether  for  compensatory,  punitive or any other form of
damages or for any other form of relief (the "Franchisor Released Claims").

         3. UNKNOWN CLAIMS.

            a. BY THE FRANCHISEE.

               (1) The  Franchisee  understands  and agrees that the  Franchisee
Released Claims include all claims of every nature and kind whatsoever,  whether
known or unknown,  suspected or unsuspected,  and has read and understands,  and
hereby  expressly  waives to the fullest  extent  permitted  by law any right or
benefit  it now has,  or in the  future  may  have in any  capacity,  under  the
provisions of Section 1542 of the Civil Code of California, which provides:

                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  the  release,  which  if  known  by him  must  have
                  materially affected his settlement with the debtor.

               (2) The Franchisee  acknowledges  that it may hereafter  discover
facts  different  from or in addition to those which it now knows or believes to
be true with

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respect to the Franchisee  Released Claims and agrees that the release set forth
in  Paragraph  2  hereof   shall  be  and  remain   effective  in  all  respects
notwithstanding such different or additional facts or the discovery thereof.

            b. BY THE FRANCHISOR.

               (1) The  Franchisor  understands  and agrees that the  Franchisor
Released Claims include all claims of every nature and kind whatsoever,  whether
known or unknown,  suspected or unsuspected,  and has read and understands,  and
hereby  expressly  waives to the fullest  extent  permitted  by law any right or
benefit  it now has,  or in the  future  may  have in any  capacity,  under  the
provisions of Section 1542 of the Civil Code of California, which provides:

                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  the  release,  which  if  known  by him  must  have
                  materially affected his settlement with the debtor.

               (2) The Franchisor  acknowledges  that it may hereafter  discover
facts  different  from or in addition to those which it now knows or believes to
be true with  respect to the  Franchisor  Released  Claims  and agrees  that the
release set forth in  Paragraph 2 hereof  shall be and remain  effective  in all
respects  notwithstanding  such  different or additional  facts or the discovery
thereof.

            4. MISCELLANEOUS.

               a.  MODIFICATION.  This  Agreement may not be modified or amended
except by a written agreement executed by the Franchisee and the Franchisor.

               b.  ATTORNEYS'  FEES.  In the event legal  action is commenced to
enforce or  interpret,  or for breach of, any provision of this  Agreement,  the
prevailing  party shall be entitled to recover  from the losing  party costs and
expenses incurred,  not limited to taxable costs, and reasonable attorneys' fees
incurred by the prevailing  party,  in addition to all other relief and remedies
to which the prevailing party may be entitled.

               c.  SURVIVAL  OF  COVENANTS,  ETC.  All  agreements,  conditions,
acknowledgments,  representations  and  other  obligations  set  forth  in  this
Agreement shall survive the execution hereof.

               d. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York,  without  giving  effect to the choice of law  provisions
thereof.

               e. ENTIRE  AGREEMENT.  This Agreement and the Purchase  Agreement
set forth the entire  agreement  and  understanding  among the parties as to the
subject matter of this

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Agreement  and  merge  and  supersede  all  prior  discussions,  agreements  and
understandings among them with respect thereto.

               f. COUNTERPARTS. This instrument may be executed in any number of
counterparts and each counterpart shall be deemed to be an original instrument.

         IN WITNESS HERETO,  the parties hereto have caused this Agreement to be
executed as of the date set forth above.

                              THE WESTERN TRANSMEDIA COMPANY,
                              INC.


                              By:  /s/ Stuart M. Pellman
                                   ----------------------------------
                                   Name: Stuart M. Pellman
                                   Title:



                              TRANSMEDIA NETWORK INC.


                              By:  /s/ Melvin Chasen
                                   -----------------------------------
                              Name:   Melvin Chasen
                              Title:

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