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                                                                   EXHIBIT 10.31

                      [Transmedia Network Inc. Letterhead]

GENE M. HENDERSON
PRESIDENT AND CEO
February 1, 2001

Mr. Gregory J. Robitaille
1332 W. Henderson Street
Chicago, IL 60657

Dear Greg:

On behalf of Transmedia Network, Inc. ("Transmedia" or "Company"), I am very
pleased to offer you the position of Executive Vice President of Corporate
Development for the Company. In this position you will report directly to me.

The terms of the offer include the following;

Duties and Responsibilities - As Executive Vice President of Corporate
Development you will be responsible for:

     1.   Continuing to lead the development and execution of the Revenue
          Management product;

     2.   Leading the effort to improve the reliability and performance of the
          Company's overall transaction capture and processing function;

     3.   Evaluating the DineFone and broader voice portal opportunities and
          making recommendations;

     4.   Evaluating and recommending strategies for international expansion
          giving consideration to all factors affecting membership, merchants
          and transaction processing;

     5.   Assisting in the multi-unit sales effort;

     6.   Evaluating methods of lowering TMN's cost of goods sold and in
          particular, the effective use of bartered media as a tool for
          acquiring food and beverage credits;

     7.   Leading special projects as determined by the CEO of Transmedia from
          time to time.

Effective Date - January 1, 2001

Base Salary - Your annual base salary is $218,000 and is paid weekly. Your
compensation will be reviewed annually in conjunction with all other senior
management compensation reviews.

Location - Given the nature of your responsibilities you may live in Atlanta,
Chicago or Miami at your discretion. I expect you to travel and be in the Miami
headquarters offices as needed.

Transmedia Bonus - You will be entitled to receive a bonus subject to the terms
of the senior management bonus program. A copy of your goals and bonus potential
will be provided to you.

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Gregory J. Robitaille
Page 2
February 1, 2001

Transmedia Stock Options - You will be granted an option to purchase 250,000
shares of Transmedia Network, Inc. common stock at an exercise price of $2.50
per share and another 50,000 shares at $2.8750 per share. These options will
vest and be governed according to the terms of the Company's 1996 Long Term
Incentive Plan ("LTIP"). For purposes of vesting, you will be deemed to have
earned one year of vesting upon the anniversary of your employment on April 17,
2001. Further vesting will occur on each anniversary from the date thereof. You
will continue to be eligible for annual option grants at the discretion of the
Compensation Committee of the Board.

Termination Without Cause; change of control - If your employment is (i)
terminated for any reason other than Cause (as defined below), disability or
death or (ii) if there is a change of control event (as defined in the Company's
LTIP) and a diminution in your duties resulting from such change of control
event, you will (i) receive 12 months of base salary (paid pursuant to the
Company's normal payroll practices) at your then prevailing base salary from the
date of your termination, (ii) participate in the senior management bonus pool
(if any and then paid only when all other bonus payments are made to senior
management personnel) based on a pro-rated year from the date of your
termination, (iii) be entitled to full options vesting and exercise privileges
as provided in the Company's LTIP but in any event no less than 100,000 such
options will be deemed to be vested with a strike price of $2.50 per share and
with a term equal to the options held by Minotaur Partners, (iv) continue to
participate in the senior management dining privilege available to all senior
officers of the Company, as long as you are receiving a regular salary from the
Company and (v) you will have the option to continue coverage in the Company's
health care plan for the statutory period provided by COBRA and the Company will
pay for your costs associated with such participation. Any employee-only dining
privileges will cease upon the termination of salary continuation.

"Cause" shall mean (a) your willful failure to substantially perform the duties
hereunder, (b) your willful failure to follow a written, lawful order or written
directive from the Company's Board of Directors or (c) your conviction of a
felony of any kind or any misdemeanor involving moral turpitude.

Confidentiality - You shall treat as confidential and not disclose to any person
not affiliated with Transmedia all non-public and proprietary information and
data about the business, operations, employees, programs, plans and financial
results, projections and budgets of Transmedia and its affiliates which are
disclosed to you during your employment. The confidentiality agreement shall
survive the termination of your employment for any reason.

I am delighted to offer you the position of Executive Vice President of
Corporate Development for Transmedia.

Sincerely,                                   Agreement Accepted:

   /S/ GENE M. HENDERSON                        /S/ GREGORY J. ROBITAILLE
-----------------------------------          -----------------------------------
       Gene M. Henderson                            Gregory J. Robitaille
       President and CEO
                                                    Date 2.4.01

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Gregory J. Robitaille
Page 2
February 1, 2001

Gene M. Henderson                            Gregory J. Robitaille
President and CEO
                                             Date: 2.4.01