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                                                                    EXHIBIT 10.5

                        AMENDMENT NO. 2 TO ANNEX X TO THE
              AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT,
                      ORIGINALLY DATED AS OF MAY 17, 2001,

                                      among

                      PARK AVENUE RECEIVABLES CORPORATION,

                                RTR FUNDING LLC,
                               as the Transferor,

                           iDINE REWARDS NETWORK INC.,
                          individually and as Servicer,

                          iDINE RESTAURANT GROUP INC.,

                        TRANSMEDIA SERVICE COMPANY INC.,

                         VARIOUS FINANCIAL INSTITUTIONS,

                          FRANK FELIX ASSOCIATES, LTD.,
                               as Back-up Servicer

                                       and

                              JPMORGAN CHASE BANK,
          as Funding Agent, Administrative Agent and Successor Servicer

                         ------------------------------

                             DATED AS OF JUNE 7 2002

                         ------------------------------

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                    AMENDMENT NO. 2, dated as of June 7 2002

          This AMENDMENT NO. 2 amends Annex X to the First Amended and Restated
Receivables Transfer Agreement, dated as of May 17, 2001 (as heretofore amended,
the "Receivables Transfer Agreement"), by and among RTR Funding LLC, as the
Transferor (the "Transferor"), iDine Rewards Network Inc., individually
("Rewards") and as the servicer (in such capacity, the "Servicer"), Frank Felix
Associates, Ltd, as back-up servicer (in such capacity, the "Back-up Servicer"),
Park Avenue Receivables Corporation ("PARCO") and Fairway Finance Corp.
("Fairway") as initial purchasers (Fairway and PARCO collectively, the "Initial
Purchasers"), JPMorgan Chase Bank, successor by merger to The Chase Manhattan
Bank ("JPMorgan"), and Bank of Montreal ("BMO") as APA Banks (JPMorgan and BMO
in such capacity, the "APA Banks"), JPMorgan and BMO Nesbitt Burns Corp.
("BMONB"), as funding agents for the benefit of the APA Banks (JPMorgan and
BMONB in such capacity, the "Funding Agents") and JPMorgan as successor servicer
(in such capacity, the "Successor Servicer") and as administrative agent (in
such capacity, the "Administrative Agent").

                                   WITNESSETH:

          WHEREAS, the parties hereto wish to change the definition of "Change
of Control" found in Annex X to the Receivables Transfer Agreement as set forth
herein.

          NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE I

                                   DEFINITIONS

          SECTION 1.1 Definitions. For all purposes of this Amendment No. 2,
except as otherwise expressly provided herein or unless the context otherwise
requires, capitalized terms used herein shall have the meanings assigned to such
terms in Annex X to the Receivables Transfer Agreement, which is incorporated by
reference herein.

                                   ARTICLE II

                                    AMENDMENT
                        TO RECEIVABLES TRANSFER AGREEMENT
                          AND ANNEX X ATTACHED THERETO

          SECTION 2.1 Definition of "Change of Control". Clause (iii) of the
definition of "Change of Control" found in Annex X to the Receivables Transfer
Agreement is hereby deleted in its entirety and the following is substituted in
its stead:

               "(iii) Zell Affiliates collectively shall not have beneficial
               ownership of at least fifteen percent (15%) of the Combined
               Voting Power of all

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               Company Voting Securities, other than as a result of the
               Company's issuance of Company Voting Securities either in a
               rights offering to all Company shareholders, to third parties for
               strategic business purposes or pursuant to another form of
               capital financing; or"

                                   ARTICLE III

                                  MISCELLANEOUS

          SECTION 3.1 Effectiveness This Amendment No. 2 shall become effective
on the date (the "Amendment Effective Date") when it shall have been executed by
the Transferor, Rewards, individually and as Servicer, the Sellers, the Back-up
Servicer, each of the Initial Purchasers, each of the APA Banks, the Funding
Agents, the Administrative Agent and the Successor Servicer.

          SECTION 3.2 Execution in Counterparts. This Amendment No. 2 may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

          SECTION 3.3 Headings. Headings used in this Amendment No. 2 are for
convenience of reference only and shall not affect the construction of this
Amendment No. 2.

          SECTION 3.4 Reaffirmation of Receivables Transfer Agreement. The
parties hereto agree and acknowledge that nothing contained in this Amendment
No. 2 in any manner or respect limits or terminates any of the provisions of the
Receivables Transfer Agreement other than as expressly set forth herein and
further agree and acknowledge that the Receivables Transfer Agreement remains
and continues in full force and effect and is hereby ratified and reaffirmed in
all respects. No delay on the part of the Initial Purchasers, the APA Banks, the
Administrative Agent or the Funding Agents in exercising any of their respective
rights, remedies, powers and privileges under the Receivables Transfer Agreement
or partial or single exercise thereof, shall constitute a waiver thereof. None
of the terms and conditions of this Amendment No. 2 may be changed, waived,
modified or varied in any manner, whatsoever, except in accordance with the
Receivables Transfer Agreement.

          SECTION 3.5 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

       [Balance of page intentionally left blank. Signature pages follow.]

                                        2

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be executed and delivered by their proper and duly authorized officers as
of the first date set forth above.

                                   RTR FUNDING LLC, as Purchaser and Transferor


                                   By __________________________________________
                                      Printed Name: ____________________________
                                      Title: ___________________________________


                                   iDINE REWARDS NETWORK INC.,
                                   individually, as a Seller and as Servicer


                                   By: _________________________________________
                                       Printed Name: ___________________________
                                       Title: __________________________________


                                   iDINE RESTAURANT GROUP INC.,
                                   as a Seller

                                   By: _________________________________________
                                       Printed Name: ___________________________
                                       Title: __________________________________


                                   TRANSMEDIA SERVICE COMPANY INC., as a Seller


                                   By: _________________________________________
                                       Printed Name: ___________________________
                                       Title: __________________________________


                                   FRANK FELIX ASSOCIATES, LTD.,
                                   as Back-up Servicer

                                   By: _________________________________________
                                       Printed Name: ___________________________
                                       Title: __________________________________

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                                JPMORGAN CHASE BANK,
                                as an APA Bank

                                By: ____________________________________________
                                    Printed Name: ______________________________
                                    Title: _____________________________________


                                JPMORGAN CHASE BANK,
                                as Funding Agent

                                By: ____________________________________________
                                    Printed Name: ______________________________
                                    Title: _____________________________________


                                JPMORGAN CHASE BANK,
                                as Administrative Agent

                                By: ____________________________________________
                                    Printed Name: ______________________________
                                    Title: _____________________________________


                                JPMORGAN CHASE BANK,
                                as Successor Servicer

                                By: ____________________________________________
                                    Printed Name: ______________________________
                                    Title: _____________________________________


                                PARK AVENUE RECEIVABLES CORPORATION

                                By: ____________________________________________
                                    Printed Name: ______________________________
                                    Title: _____________________________________

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                                 BANK OF MONTREAL,
                                 as an APA Bank

                                 By: ___________________________________________
                                     Printed Name: _____________________________
                                     Title: ____________________________________


                                 BMO NESBITT BURNS CORP., as Funding Agent


                                 By: ___________________________________________
                                     Printed Name: _____________________________
                                     Title: ____________________________________

                                 By: ___________________________________________
                                     Printed Name: _____________________________
                                     Title: ____________________________________


                                 FAIRWAY FINANCE CORPORATION


                                 By: ___________________________________________
                                     Printed Name: _____________________________
                                     Title: ____________________________________

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